第六届董事会第八次会议决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整， 没有虚假记载、误导性陈述或重大遗漏。 证券代码：300111 证券简称：向日葵 公告编号：2025—035 浙江向日葵大健康科技股份有限公司 浙江向日葵大健康科技股份有限公司（以下简称"公司"）第六届董事会第 八次会议通知于 2025 年 9 月 9 日以口头、邮件的方式发出，经全体董事同意豁 免会议通知时间要求。会议于 2025 年 9 月 10 日上午 10:00 在公司会议室以现场 与通讯相结合的方式召开，会议由董事长吴少钦先生主持，本次会议应出席董事 7 人，实际出席董事 6 人（潘卫标先生因个人身体原因缺席本次会议），公司监 事和高级管理人员列席了本次会议。会议的召集和召开符合《公司法》和《公司 章程》的有关规定。 经与会董事认真审议，形成如下决议： 一、审议通过《关于公司支付意向金的议案》 公司正在筹划以发行股份及/或支付现金的方式收购漳州兮璞材料科技有限 公司（以下简称"兮璞材料"）的控股权及浙江贝得药业有限公司 40%股权。 公司与标的公司兮璞材料主要股东上海兮噗科技有限公司签署了《浙江向日 葵大健康科 ...

Core Viewpoint - The company, Sunflower (300111.SZ), announced a significant asset restructuring plan involving the acquisition of controlling stakes in two companies, which led to a notable increase in its stock price prior to the announcement [1][4]. Group 1: Acquisition Details - Sunflower plans to acquire a controlling stake in Zhangzhou Xipu Material Technology Co., Ltd. and 40% of Zhejiang Beid Pharmaceutical Co., Ltd. through a combination of share issuance and/or cash payment [1][4]. - The transaction is still in the planning stage, and the valuations of the target companies have not been finalized [4]. - The acquisition of Beid Pharmaceutical, if successful, would make it a wholly-owned subsidiary of Sunflower [8][6]. Group 2: Financial Performance - Sunflower's financial performance has been under pressure, with a reported revenue of 144 million yuan in the first half of 2025, a year-on-year decrease of 8.33%, and a net profit of only 1.16 million yuan, down 35.68% [2][11]. - The company has experienced declining revenues and profits since its peak in 2010, with significant fluctuations in net profit over the years [10][11]. Group 3: Market Reaction and Uncertainties - Prior to the announcement, Sunflower's stock price surged by over 14% on September 5, 2025, before closing with an 11.96% increase [2][8]. - There are market concerns regarding the feasibility of the acquisitions, especially given Sunflower's history of unsuccessful cross-industry ventures [3][9].

Core Viewpoint - The company Sunflower (300111.SZ) announced a significant asset restructuring plan involving the acquisition of controlling stakes in two companies, which has led to a notable increase in its stock price prior to the announcement [1][4]. Group 1: Acquisition Details - Sunflower plans to acquire the controlling stake in Zhangzhou Xipu Material Technology Co., Ltd. and 40% of Zhejiang Beid Pharmaceutical Co., Ltd. [1][4] - The company intends to raise matching funds for this acquisition, which is expected to constitute a major asset restructuring [4][5]. - The acquisition is still in the planning stage, and the valuations of the target companies have not been finalized [4][5]. Group 2: Stock Performance - On September 5, the trading day before the announcement, Sunflower's stock price surged by over 14%, closing with an increase of 11.96% [2][8]. - The stock was suspended from trading starting September 8 to ensure fair information disclosure and avoid abnormal price fluctuations [5]. Group 3: Financial Performance - Sunflower's financial performance has been under pressure, with a reported revenue of 144 million yuan in the first half of 2025, a year-on-year decrease of 8.33%, and a net profit of 1.16 million yuan, down 35.68% [2][11]. - The company has experienced declining revenues and profits since its peak in 2010, with significant fluctuations in financial performance over the years [10][11]. Group 4: Strategic Direction - Sunflower has previously indicated a desire to seek opportunities for external growth through various means [3]. - The current acquisition represents a cross-industry move into the semiconductor materials sector, which raises questions about the company's ability to successfully navigate this transition [3][12].

图 向日葵曾在光伏领域深耕多年，自2019年主导医药转型后，实控人吴建龙频繁推动跨界投资，致使公司 业务重心趋于分散。细数其来时路，多少带点"追热点"的投机属性——很难说是基于长期产业逻辑进行 的战略布局，更像是对行业周期红利的短期追逐。 2019年6月，向日葵以3.55亿元现金收购贝得药业60%股权，跨界切入当时大热的医药赛道；又在同年 12月通过资产重组出售向日光电100%股权及聚辉新能源100%股权，剥离原有亏损的光伏相关业务，完 成从光伏向医药大健康行业的切换，聚焦抗感染、抗高血压等药物的研发、生产和销售。 片由AI生成 一家在光伏、医药之间来回摇摆的老将，如今再次试图借半导体材料突围。 9月7日晚间，深交所创业板公司向日葵公告显示，正在筹划以发行股份及/或支付现金的方式收购半导 体材料公司兮璞材料控股权，以及控股子公司贝得药业剩余40%股权。交易预计构成重大资产重组但不 改变实控人，股票自9月8日起停牌，10个交易日内将披露完整方案。 停牌前最后一个交易日（9月5日），向日葵股价已提前躁动，截至当日收盘涨幅达11.96%，总市值攀 升至64亿元；8月29日公司股价也曾异动，当日收涨15.83%，同样 ...

9月7日晚，向日葵（SZ300111，停牌）公告，公司正在筹划以发行股份及（或）支付现金的方式收购 漳州兮璞材料科技有限公司（以下简称兮璞材料）的控股权及浙江贝得药业有限公司（以下简称贝得药 业）40%股权，同时拟募集配套资金。本次交易尚处于筹划阶段，截至本公告披露日，兮璞材料及贝得 药业的估值尚未最终确定。经初步测算，本次交易预计构成《上市公司重大资产重组管理办法》规定的 重大资产重组。本次交易不会导致公司实际控制人发生变更，不构成重组上市。经公司申请，公司股票 2025年9月8日（星期一）上午开市起停牌。公司预计在不超过10个交易日的时间内披露本次交易方案。 公开资料显示，兮璞材料是一家半导体市场电子材料供应商，致力于开发半导体市场的先进材料。如果 收购成功，向日葵将由一家化学制药企业跨界进入半导体领域，开辟一条新的赛道。 从交易框架来看，向日葵此次收购涉及两家标的公司，且已与核心交易对方签署意向协议，交易细节与 合规属性已初步明确。 对于贝得药业，公告显示其目前已是向日葵的控股子公司。天眼查信息显示，向日葵持有贝得药业60% 股权，剩余40%股权由绍兴向日葵投资有限公司（以下简称绍兴向日葵）持有。此次交 ...

Core Viewpoint - Company Sunflower (300111.SZ) plans to diversify by acquiring a semiconductor electronic specialty gas company, indicating a strategic shift to enhance growth opportunities amid declining performance in its core pharmaceutical business [1][2]. Company Summary - Sunflower is planning to acquire a controlling stake in Zhangzhou Xipu Materials Technology Co., Ltd. and 40% of Zhejiang Beid Pharmaceutical Co., Ltd. through share issuance and/or cash payment, while also raising matching funds [1]. - The company specializes in anti-infection, cardiovascular, and digestive system drugs, and has established an integrated business model involving pharmaceutical intermediates and finished products [1]. - In April 2024, Sunflower reported a revenue of 330 million yuan, a year-on-year decrease of 2.38%, with a net profit of 6.26 million yuan, marking a return to profitability [2]. Industry Summary - The semiconductor electronic specialty gas market is experiencing significant growth, driven by the rise of the semiconductor and new energy sectors, with the market size expected to grow from 22.08 billion yuan in 2022 to 31.66 billion yuan by 2025, reflecting a compound annual growth rate of 12.8% [3]. - The demand for electronic gases is increasing due to tightening export controls in the overseas semiconductor industry, necessitating enhanced domestic production capabilities [3]. - Current market focus is on companies specializing in the research and production of electronic specialty gases, while the importance of companies with a solid industrial gas base is often overlooked [3].

Group 1 - The company announced plans to acquire controlling stakes in Zhangzhou Xipu Material Technology Co., Ltd. and the remaining 40% equity of Zhejiang Beid Pharmaceutical Co., Ltd. through a combination of share issuance and cash payment, which is expected to constitute a major asset restructuring [1] - Since its transition to the pharmaceutical industry in 2019, the company has struggled to overcome operational difficulties, with a net profit of only 1.16 million yuan in the first half of 2024, a year-on-year decline of 36%, and a full-year net profit of approximately 7.8 million yuan in 2023, down 64% year-on-year [1] - The company is shifting its focus to the semiconductor materials sector, with Xipu Material aiming to become a primary supplier of electronic-grade materials, including hexafluorobutylene and trifluorine [1] Group 2 - The semiconductor materials industry has high technical barriers and long customer certification cycles, which can take 1 to 3 years, raising questions about the company's ability to successfully transition into this high-tech manufacturing field [2] - The company's historical performance has been characterized by a "high opening and low walking" trajectory, having previously been a leading enterprise in the photovoltaic sector before facing significant challenges and transitioning to the pharmaceutical industry [2] - Despite continuous declines in performance, the company's stock price has increased by over 53% this year, indicating market speculation regarding its transformation prospects [2] Group 3 - The transaction is still in the planning stage, with specific details regarding valuation and performance commitments yet to be disclosed, leaving the success of the acquisition uncertain [3]

Core Viewpoint - The company Sunflower (300111.SZ) announced a significant asset restructuring plan involving the acquisition of controlling stakes in Zhangzhou Xipu Material Technology Co., Ltd. and 40% of Zhejiang Beid Pharmaceutical Co., Ltd. [1][2] Group 1: Asset Restructuring Details - The company plans to acquire the controlling stake in Xipu Material through the issuance of shares and/or cash payments [2] - The acquisition of 40% of Beid Pharmaceutical will also be conducted through share issuance [2] - The final valuation of both Xipu Material and Beid Pharmaceutical has not yet been determined, and the transaction is expected to be classified as a major asset restructuring under relevant regulations [1][2] Group 2: Stock Suspension and Disclosure - The company's stock will be suspended from trading starting September 8, 2025, to ensure fair information disclosure and protect investor interests [1] - The company anticipates disclosing the transaction plan within 10 trading days following the suspension [1]

Market Trends - The market is expected to rotate between growth and balanced styles in September [1] - Recent adjustments in the A-share market are attributed to profit-taking pressures, with a notable recovery observed on September 5 [13] - The current market valuation is at a historically high level, leading to increased volatility in the short term [13] Economic Indicators - The U.S. non-farm payrolls increased by only 22,000 in August, significantly below the expected 75,000, with the unemployment rate rising to 4.3%, the highest since 2021 [4] - China's foreign exchange reserves increased by $29.9 billion to $332.22 billion as of the end of August [8] Commodity Prices - International oil prices declined, with WTI crude oil futures falling by $1.61 to $61.87 per barrel, a decrease of 2.54% [5] - COMEX gold futures rose by $46.60 to $3,653.30 per ounce, an increase of 1.29%, driven by weak employment data reinforcing rate cut expectations [5] Corporate Developments - Guizhou Moutai's controlling shareholder has secured a loan of up to 2.7 billion RMB to increase its stake in the company [10] - ST Pava is under investigation for information disclosure violations, but the company states that its operations remain normal [11] - Xiangrikui is planning to acquire controlling stakes in two companies, leading to a temporary suspension of its stock [12] - *ST Bosen is proposing to sell a 35% stake in Shaanxi Bosen, which is expected to constitute a major asset restructuring [13] Regulatory Changes - The China Securities Regulatory Commission is revising regulations on open-ended mutual fund sales fees to lower investor costs and encourage long-term holding [6]

Group 1 - Junshi Biosciences' anti-IL-17A monoclonal antibody (JS005) achieved positive results in a Phase III clinical trial for moderate to severe plaque psoriasis, with both primary and key secondary endpoints showing statistical significance and clinical relevance. The company plans to submit a marketing authorization application soon [1] - Warner Pharmaceuticals announced that its subsidiary, Shanghai Zhigen Pharmaceutical Technology Co., Ltd., will introduce strategic investors for a capital increase not exceeding 70 million yuan, which will support the clinical trials of its innovative drugs, including ZG-001 and ZG-002 [2] - Sunflower is planning a major asset restructuring to acquire controlling stakes in Zhangzhou Xipu Material Technology Co., Ltd. and 40% of Zhejiang Beid Pharmaceutical Co., Ltd., aiming to enhance its competitiveness in the pharmaceutical sector and enter the new materials field [3] Group 2 - Huaxi Biological's controlling shareholder, Huaxi Xinyu Investment Co., Ltd., plans to increase its stake in the company with an investment of no less than 200 million yuan and no more than 300 million yuan, having already exceeded the lower limit of the planned increase. This move reflects confidence in the company's long-term development [4] - Eli Lilly has initiated a Phase I clinical trial for its weight loss drug LY4064912, which has no disclosed mechanism target yet. This step underscores the company's commitment to the metabolic field and aims to solidify its leading position in the obesity treatment market [5]