Core Viewpoint - Sunshine Nuohua plans to acquire 100% equity of Jiangsu Langyan Life Science Technology Co., Ltd. through share issuance and convertible bonds, constituting a major asset restructuring and related party transaction, with no change in actual control [1][3]. Group 1: Acquisition Details - The acquisition target, Langyan Life, established in July 2010, focuses on high-difficulty generic drugs and innovative drug R&D, with product pipelines covering cardiovascular, oncology, digestive, and infectious diseases [3]. - The transaction involves shareholders including Li Qian and Ganzhou Langyi Investment Center, with Li Qian also being the actual controller of Sunshine Nuohua, thus constituting a related party transaction [3]. - Previous attempts to acquire Langyan Life were unsuccessful, with a failed acquisition plan announced in October 2022 [4][5]. Group 2: Financial Aspects - The transaction price is set at 1.611 billion yuan, with an additional 1.007 billion yuan to be raised for cash consideration and project expansions [5]. - Langyan Life's revenue was 510 million yuan in 2021 and 617 million yuan in 2022, with net profits of 37.54 million yuan and 85.13 million yuan respectively [5]. - Performance commitments from the sellers include net profits of no less than 95 million yuan, 125 million yuan, and 158 million yuan for 2023, 2024, and 2025, totaling at least 378 million yuan [5][6]. Group 3: Strategic Intent - The acquisition aims to extend Sunshine Nuohua's main business into the CDMO sector, creating an integrated service platform for clinical research and customized production, enhancing competitive strength and strategic layout [7]. - Sunshine Nuohua, listed in 2021, provides comprehensive drug R&D services, assisting domestic pharmaceutical companies in achieving import substitution and innovation [7]. - Despite a projected revenue increase of 15.7% to 1.078 billion yuan in 2024, net profits are expected to decline due to rising fixed costs and increased R&D investments [8].
终止两年后,阳光诺和再度收购实控人资产