潜江永安药业股份有限公司第七届董事会第十二次临时会议决议公告

Group 1 - The company approved the absorption merger of its wholly-owned subsidiary, Hubei Ling'an Technology Co., Ltd., which will be dissolved after the merger, with all assets, debts, and rights transferred to the company [1][28]. - The board meeting held on January 6, 2026, had all seven directors participating and unanimously approved the merger proposal [1][28]. - The merger aims to optimize management structure, improve operational efficiency, and reduce management costs [28][33]. Group 2 - The company approved a daily related transaction with Hubei Tian'an Daily Chemical Co., Ltd., with a total transaction amount not exceeding RMB 40 million for the year 2026 [3][16]. - The board meeting saw two related directors abstaining from voting, with five votes in favor and none against [3][16]. - The independent directors had previously reviewed and approved the related transaction proposal before it was presented to the board [4][24]. Group 3 - The company also approved a framework agreement with Hubei Yongbang Engineering Technology Co., Ltd. for equipment processing and manufacturing, with a total amount not exceeding RMB 20 million for 2026 [4][37]. - Similar to the previous transaction, two related directors abstained from voting, and the proposal was approved with five votes in favor [4][37]. - The independent directors confirmed that the transaction is necessary for the company's production needs and does not harm the interests of shareholders [56]. Group 4 - The company scheduled its first extraordinary shareholders' meeting for January 22, 2026, to discuss the approved proposals [14][60]. - The meeting will allow shareholders to vote both in person and via online platforms, ensuring compliance with relevant regulations [60][70]. - The company will provide a detailed voting process for shareholders participating through the internet [70].