北京阳光诺和药物研究股份有限公司 董事会薪酬与考核委员会 证券代码：688621 证券简称：阳光诺和 公告编号：2025-046 关于公司 2025 年限制性股票激励计划激励对象名单 的核查意见及公示情况说明 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性依法承担法律责任。 北京阳光诺和药物研究股份有限公司（以下简称"公司"）于 2025 年 5 月 12 日召开第二届董事会第十九次会议，审议通过《关于公司<2025 年限制性股票 激励计划（草案）>及其摘要的议案》等相关议案，根据《上市公司股权激励管 理办法》（2025 年修正）（以下简称"《管理办法》"）的相关规定，公司对 2025 年限制性股票激励计划激励对象名单在公司内部进行了公示。公司董事会 薪酬与考核委员会结合公示情况对拟激励对象进行了核查，相关公示情况及核查 情况如下： 一、公示情况及核查方式 （一）公示情况 1、公司于 2025 年 5 月 13 日在上海证券交易所网站（www.sse.com.cn）披 露了《北京阳光诺和药物研究股份有限公司 2025 年限制性股票激励计划（ ...

北京阳光诺和药物研究股份有限公司 2025 年第二次临时股东会会议资料 证券代码：688621 证券简称：阳光诺和 北京阳光诺和药物研究股份有限公司 2025 年第二次临时股东会会议资料 北京阳光诺和药物研究股份有限公司 2025 年第二次临时股东会会议资料 北京阳光诺和药物研究股份有限公司 2025 年第二次临时股东会会议资料目录 | 2025 年第二次临时股东会会议须知 | 3 | | --- | --- | | 2025 年第二次临时股东会会议议程 | 6 | | 议案一：关于公司《2025 年限制性股票激励计划（草案）》及其摘要的 | | | 议案 | 8 | | 议案二：关于公司《025 年限制性股票激励计划实施考核管理办法》的议 | | | 案 | 30 | | 议案三：关于提请股东会授权董事会办理公司 年限制性股票激励计 2025 | | | 划有关事项的议案 36 | | | 议案四：关于募集资金投资项目结项及变更募集资金用途的议案 38 | | 2 北京阳光诺和药物研究股份有限公司 2025 年第二次临时股东会会议资料 北京阳光诺和药物研究股份有限公司 2025 年第二次临时股东会会议须知 ...

Investment Rating - The report maintains a "Buy" rating for the company [4] Core Views - The company plans to acquire 100% equity of Jiangsu Langyan Life Science Technology Co., Ltd. to accelerate its innovation transformation, enhancing industry competitiveness and profitability [1] - The acquisition will enable the company to incubate and implement self-developed products, leveraging its R&D advantages alongside Langyan's production and sales strengths, thus creating new profit growth points [1] - The company is constructing a business ecosystem that integrates "R&D services + pipeline cultivation + new quality industrial chain," focusing on innovative drug development and expanding its pharmaceutical industrial segment [3][10] Financial Performance - The company expects its net profit for 2025-2027 to be CNY 233 million, CNY 288 million, and CNY 355 million, representing growth rates of 31.3%, 23.8%, and 23.0% respectively [11] - Projected revenues for 2025 are CNY 1.291 billion, with a year-on-year growth rate of 19.8% [12] - The company's earnings per share (EPS) for 2025 is estimated at CNY 2.08, with a corresponding P/E ratio of 22X [11][12] Business Development - The company is actively increasing R&D investments and enriching its product pipeline, with several key products entering clinical trial phases, which are expected to generate significant revenue [3] - The company has initiated a stock incentive plan, granting 2.43% of its total shares to 127 key personnel, aimed at aligning their interests with the company's long-term performance [2] Strategic Initiatives - The company is collaborating with Huawei Cloud to build a "polypeptide molecular large model platform," enhancing its capabilities in polypeptide drug development through advanced AI technologies [10] - The company is diversifying its revenue streams by pursuing both self-initiated projects and acquiring rights to promising drugs, thereby strengthening its market position [9]

Investment Rating - The report maintains a "Buy" rating for the company [4] Core Views - The company plans to acquire 100% equity of Jiangsu Langyan Life Science Technology Co., Ltd. to accelerate its innovation transformation, enhancing industry competitiveness and profitability [1] - The acquisition will enable the company to incubate and implement self-developed products, leveraging its R&D advantages alongside Langyan's production and sales strengths, thus creating new profit growth points [1] - The company is focusing on building a business ecosystem that integrates "R&D services + pipeline cultivation + new quality industrial chain," with a strong emphasis on innovative drug development [3] Financial Performance - The company expects its net profit for 2025-2027 to be CNY 233 million, CNY 288 million, and CNY 355 million respectively, reflecting growth rates of 31.3%, 23.8%, and 23.0% [11] - Projected revenue for 2025 is CNY 1,291 million, with a year-on-year growth rate of 19.8% [12] - The company's earnings per share (EPS) is expected to reach CNY 2.08 in 2025, with a corresponding P/E ratio of 22.3 [12] Business Strategy - The company is actively increasing R&D investment and expanding its product pipeline, with several key products entering clinical trial phases [3] - A stock incentive plan has been proposed, granting 2.43% of the total shares to 127 key personnel, aimed at aligning their interests with the company's long-term performance [2] - The company is collaborating with Huawei Cloud to build a "polypeptide molecular large model platform," enhancing its capabilities in drug design and development [10]

Core Viewpoint - The company Yangguang Nuohe (688621.SH) has restarted its acquisition plan for the related party Langyan Life after a half-month suspension, amidst concerns over performance fluctuations, regulatory risks, and industry policy impacts [1][2]. Group 1: Acquisition Details - Yangguang Nuohe plans to acquire 100% equity of Langyan Life controlled by its actual controller Li Qian through issuing shares and convertible bonds, marking the second attempt at this acquisition within two years [1]. - The first acquisition attempt in 2022 failed due to 26 regulatory inquiries, highlighting the challenges faced in this capital integration effort [1][4]. Group 2: Financial Performance and Risks - Langyan Life's projected net profits for 2023 and 2024 are 36.17 million and 54.38 million respectively, significantly lower than the previously promised 95 million for 2022 [2]. - The company faces pricing pressure on its core products due to collective procurement policies, with a projected 7.3% revenue decline in 2024 compared to earlier commitments [2]. Group 3: Challenges for Li Qian - Li Qian's capital strategy has consistently focused on integrating "R&D + manufacturing," but faces challenges including unmet performance commitments, regulatory pressures, and a strained financial situation with 36.51% of Langyan Life's shares pledged [3]. - The valuation logic has changed due to the failure to meet performance targets over consecutive years, raising concerns about the sustainability of the acquisition [3]. Group 4: Regulatory and Market Concerns - The transaction has not disclosed specific pricing, but past experiences indicate potential regulatory scrutiny due to significant valuation premiums and performance issues [4]. - There are concerns regarding "related party transactions" and potential conflicts of interest, as Li Qian controls substantial stakes in both companies, which could lead to valuation bubbles if market challenges are not addressed [4]. Group 5: Industry Context - The CRO industry is experiencing a slowdown, and the generic drug sector is entering a low-profit era, making the merger appear more like a self-rescue effort for both companies [5]. - The real test for Li Qian will be navigating the "R&D + production" narrative through challenging policy cycles, as market hesitance reflects broader uncertainties [5].

近日，科创板上市公司阳光诺和（688621.SH）发布公告，宣布拟通过"发行股份+可转换公司债券"的组合支付方 式，收购实控人利虔旗下的江苏朗研生命科技控股有限公司（下称"朗研生命"）100%股权，同时拟募集配套资金 用于支付标的项目建设等费用及补充流动资金。值得注意的是，这是阳光诺和继2023年终止首次并购后，时隔两 年再度推进同一标的的并购交易。 然而，在标的业绩波动、自身盈利承压、股权质押风险高悬的复杂背景下，市场对这笔实控人关联交易的定价公 允性、质押风险及未来整合效果疑虑重重。《华夏时报》记者致函阳光诺和，采访公司二次并购实控人资产相关 问题，截至发稿未收到回复。 "逆势并购本身并非错误。真正关键的是，这是否是一次'战略性进攻'，还是一次'财务性补救'？市场需要看到 的，不是并购带来的短期'规模做大'，而是未来'质量提升'的可验证路径。"知名商业顾问，企业战略专家霍虹屹 对本报记者表示。 逆势并购背后的双面承压 阳光诺和对朗研生命的收购计划历经两次战略调整。 首次始于2022年，彼时交易目的明确为构建"CRO+CDMO"一体化服务平台，并减少关联交易。然而在收到上交 所下发的审核问询函（重点涉及业绩 ...

Investment Rating - The report suggests a positive outlook on the pharmaceutical industry, particularly focusing on innovative drugs and potential treatments for cancer cachexia [1][11]. Core Insights - The report highlights the complexity of cancer cachexia and the limited treatment options currently available, emphasizing the importance of developing targeted therapies [17][18]. - It identifies key companies to watch, including Changchun High-tech, Kexing Pharmaceutical, Sunshine Nuohuo, Shiyao Group, and Jinfang Pharmaceutical, which are involved in promising drug candidates [1][17]. - The report anticipates a structural bull market in the pharmaceutical sector, driven by innovative drugs and new technologies [3][14]. Summary by Sections 1. Industry Performance - The pharmaceutical index increased by 1.27% during the week of May 12-16, underperforming the ChiNext index but outperforming the CSI 300 index [1][12]. 2. Cancer Cachexia Insights - Cancer cachexia affects 60%-80% of cancer patients, with approximately 20% of these patients dying from it, highlighting the critical need for effective treatments [17]. - The report discusses the mechanisms of cancer cachexia, including metabolic abnormalities and inflammatory responses, which complicate treatment options [18][21]. 3. Potential Drug Targets - The report identifies GDF15/GFRAL and GHSR as key potential drug targets for cancer cachexia, with several companies developing therapies targeting these pathways [27][35]. - Notable drug candidates include ponsegromab by Pfizer, which has shown promising results in clinical trials [33]. 4. Investment Strategies - The report outlines investment strategies focusing on innovative drugs, including overseas big pharma, early-stage research, and undervalued generics [15][16]. - It emphasizes the importance of self-sufficiency and restructuring the supply chain within the pharmaceutical industry [5][14]. 5. Future Outlook - The report predicts a favorable trading atmosphere for the pharmaceutical sector in 2025, with a high likelihood of structural growth driven by innovative drugs and new technologies [3][14].

Group 1 - The core viewpoint of the articles highlights Sunlight Nuohe's innovative capabilities and growth potential in the pharmaceutical research and development sector, showcasing its integrated business ecosystem of "R&D services + pipeline cultivation + new quality industrial chain" [1] - The company has several innovative products in the R&D phase, covering various therapeutic areas such as autoimmune diseases, pain management, cardiology, central nervous system, oncology, metabolism, and respiratory diseases [1] - Sunlight Nuohe is committed to a dual-driven strategy of "independent innovation + technology transfer," establishing an international standard R&D platform and enhancing its industrial collaboration network to help domestic pharmaceutical companies overcome technical barriers and accelerate import substitution [1] Group 2 - The company is aligning with the trends in biomedicine, leveraging technological breakthroughs, policy support, and market demand, and has established a self-owned peptide innovation drug library screening system [2] - Currently, three innovative drugs have entered clinical stages, including STC007 for postoperative pain, which is in Phase II and soon to enter Phase III, and STC008 targeting cancer cachexia, which has completed Phase IA and is about to start Phase IB [2] - In the field of modified new drug development, the company focuses on sustained-release formulations and high-end formulations, with multiple technology platforms working together to design personalized sustained-release technologies [2] Group 3 - The company has made significant progress in its transdermal delivery research platform, with experience in gel patches and hot melt adhesives, and has partnered with Japan's KANEKA to introduce advanced transdermal patch technology [3] - Sunlight Nuohe is actively exploring the small nucleic acid drug field, which has substantial development potential, and is conducting in-depth research on chemical modifications and delivery systems for small nucleic acid drugs [3] - The company aims to enhance its R&D capabilities by absorbing global cutting-edge technologies and strives to secure a position in the global pharmaceutical market while contributing to the competitiveness of China's pharmaceutical industry [3]

Core Insights - The recent research conducted by Shanghai Huili Asset Management on Yangguang Nuohuo highlights the strategic acquisition of Langyan, which is expected to enhance business synergy and create new profit growth points in the pharmaceutical industry [1] - The acquisition is aimed at accelerating the company's transition towards innovative drug development, providing stable cash flow and profits, and reducing revenue volatility [1] - The company is focused on building an "innovative research and development complex" that encompasses drug discovery, pharmaceutical research, clinical research, pipeline cultivation, and a new quality industrial chain, forming a complete ecological closed loop [1] Company Strategy - Yangguang Nuohuo plans to integrate the iCVETideTM platform in collaboration with Huawei, merging AIDD and CADD technologies to upgrade its intelligent research and development system [1] - The company is expanding its focus on integrated preclinical and clinical research services, with multiple innovative drug projects in the pipeline, while continuing to deepen its traditional drug research [1] - The acquisition of Langyan is strategically aligned to promote the implementation of self-developed products, enhance the pharmaceutical industrial sector, and improve profitability and risk resistance [1] Clinical Development - STC007, targeting postoperative pain and moderate to severe itching related to adult chronic kidney disease, is currently in Phase 2 clinical trials [1] - STC008, aimed at treating cachexia in patients with advanced solid tumors, is in Phase 1 clinical trials [1] - The use of AI technology is expected to enhance the efficiency of target screening, molecular design, molecular selection, and clinical trial simulation, thereby shortening the research and development cycle and reducing costs [1]

Core Viewpoint - The recent surge in mergers and acquisitions (M&A) in the A-share market reflects a deep-seated logic of industrial upgrading and strategic transformation, showcasing the diversification and specialization of the current M&A landscape [1] Group 1: Characteristics of Recent M&A Activity - Cash transactions dominate the current wave of M&A, with companies accelerating their entry into new sectors [2] - The M&A activities are driven by three strategic directions: seeking breakthroughs in technological innovation, enhancing risk resilience through resource integration, and capitalizing on policy incentives to enter emerging sectors like AI and semiconductors [2] Group 2: Industry Chain Integration - Industry chain integration is a core driver of M&A among A-share companies, with firms pursuing horizontal and vertical integration to enhance competitiveness [3] - Jiangsu Zongyi Co., Ltd. plans to acquire control of Jiangsu Jilai Microelectronics Co., Ltd. to extend its reach into the power semiconductor sector [3] - Suzhou Dongshan Precision Manufacturing Co., Ltd. intends to acquire 100% of Groupe Mécanique Découpage to optimize its debt structure and enhance its capabilities in the automotive parts sector [3][4] Group 3: Strategic Focus and Diversification - Companies are adopting divergent strategies, with some focusing on core businesses while others pursue diversification [5] - Jiangsu Zongyi's acquisition of Jilai Microelectronics aims to strengthen its position in the integrated circuit sector, enhancing its technical capabilities and market share [5] - China National Pharmaceutical Group plans to acquire Beijing Jinsui Technology to enter the e-commerce service sector, diversifying its business and revenue streams [5] Group 4: Investment Trends - Beijing Lier High-Temperature Materials Co., Ltd. is investing in Shanghai Zhenliang Intelligent Technology Co., Ltd. to enter the AI chip market, reflecting a commitment to both core business and new growth areas [6] Group 5: Valuation and Compliance Concerns - Valuation and compliance are critical issues in M&A transactions, directly impacting their success [8] - Huafeng Chemical Co., Ltd. terminated its planned acquisition of Zhejiang Huafeng Synthetic Resin Co., Ltd. due to high valuation and lack of shareholder approval, highlighting the risks associated with high-premium related transactions [8][9] - Companies are advised to establish a scientific valuation system and ensure transparency in operations to mitigate risks associated with related-party transactions [10]