Sun-Novo(SH:688621) Zheng Quan Zhi Xing·2025-05-12 12:25Core Viewpoint - The company plans to acquire 100% equity of Jiangsu Langyan Life Science Technology Co., Ltd. through the issuance of shares and convertible bonds, which aligns with relevant regulations and policies [1][2][7]. Compliance with Regulations - The transaction complies with national industrial policies and relevant laws regarding environmental protection, land management, anti-monopoly, foreign investment, and outbound investment [1][2]. - The transaction does not require prior approval from the Ministry of Commerce as it does not meet the concentration declaration standards [2]. - The transaction will not affect the company's compliance with stock listing conditions, as the public shareholding ratio will remain above 25% post-transaction [2][3]. Asset Valuation and Legality - The asset pricing is fair and does not harm the company's or shareholders' legal rights, with an independent evaluation process in place [3][4]. - The ownership of the assets is clear, and there are no legal obstacles to the transfer of ownership [4][5][10]. Business Synergy and Growth Potential - The acquisition is expected to enhance the company's operational capabilities by leveraging its R&D strengths alongside Langyan's production and sales advantages, creating new profit growth points [5][11]. - The transaction will expand the company's business into the pharmaceutical industrial sector, establishing a "CRO + pharmaceutical industry" layout that is anticipated to improve profitability and risk resistance [5][7]. Independence and Governance - The company maintains independence from its controlling shareholders in terms of business, assets, finance, personnel, and institutions, complying with relevant regulations [6][8]. - The company has a sound corporate governance structure, ensuring compliance with laws and regulations post-transaction [6][7]. Financial Health and Compliance - The company has received a standard unqualified audit report for the last fiscal year, indicating no issues with financial reporting [8][9]. - The transaction will reduce related party transactions and avoid competition with the controlling shareholder's other enterprises, enhancing the company's independence [7][8].