天域生物科技股份有限公司关于与特定对象签署《附条件生效的股份认购协议之终止协议》暨关联交易的公告

Core Viewpoint - Tianyu Biotechnology Co., Ltd. has decided to terminate the agreement for the issuance of A-shares to specific investors due to changes in the macroeconomic environment and capital market conditions, as well as the company's actual situation [2][21]. Group 1: Termination of Share Issuance - The company held meetings on February 11, 2026, where it approved the termination of the A-share issuance to specific investors and the withdrawal of related application documents [2][24]. - The termination agreement with Shanghai Daoyun Asset Management Co., Ltd. was signed on February 11, 2026, confirming that both parties have no disputes or obligations remaining under the original agreement [6][7]. - The decision to terminate the issuance was made after careful consideration of various factors, including the current economic environment and the company's situation [21][23]. Group 2: Related Party Transactions - Shanghai Daoyun Asset Management Co., Ltd. is controlled by the company's actual controller, Mr. Luo Weiguo, which constitutes a related party transaction [3][4]. - The independent directors have expressed that the termination of the agreement does not harm the interests of the company or its shareholders, particularly minority shareholders [8][23]. - The board of directors approved the termination agreement without the need for further shareholder approval, as authorized by the previous shareholder meeting [9][24]. Group 3: Impact on Company Operations - The termination of the share issuance will not have a significant adverse impact on the company's normal production and operational activities [7][22]. - The company will continue to monitor capital market dynamics and utilize various capital market tools for its long-term development [21].