左手质押右手并购：阳光诺和实控人资本腾挪“暗雷”

Core Viewpoint - Sunshine Nuohuo (688621.SH) plans to acquire 100% equity of Jiangsu Langyan Life Science Technology Holdings Co., Ltd. through a combination of "share issuance + convertible bonds" and aims to raise supporting funds for project construction and working capital [2][11] Group 1: Acquisition Background - The acquisition plan has undergone two strategic adjustments, initially starting in 2022 with the goal of building a "CRO + CDMO" integrated service platform, but was withdrawn in August 2023 due to regulatory inquiries [3] - The plan was reinitiated in 2025, with a revised strategy focusing on a "CRO + pharmaceutical industry" dual-drive model, emphasizing "industrial synergy" as a core basis for advancement [3] Group 2: Financial Performance of Target Company - Langyan Life's revenue is projected to decline by 7.23% to 431 million yuan in 2023-2024, while net profit is expected to increase by 50.36% to 54.39 million yuan, indicating an unusual "profit increase without revenue growth" [4] - Over a longer time frame, both revenue and net profit for Langyan Life in 2023-2024 are below those of 2021-2022, raising concerns about the effectiveness of the strategic shift [4] Group 3: Sunshine Nuohuo's Financial Situation - Sunshine Nuohuo's net profit for 2024 is projected to decline by 3.98% to 177 million yuan, marking the first annual net profit decrease since its listing, with a drop in gross margin from 56.63% in 2023 to 50.11% [5] - The decline in profit is attributed to macroeconomic factors and industry policy changes, despite cost-cutting measures and increased R&D investments [5] Group 4: Valuation and Market Concerns - The valuation of Langyan Life's 100% equity was previously assessed at 1.611 billion yuan, representing a 184.49% premium over its net asset value of 566 million yuan, based on its past performance [7][8] - The current financial instability and the "profit increase without revenue growth" phenomenon raise questions about the appropriateness of the valuation methods used [8][10] Group 5: Risks Related to Share Pledge and Related Transactions - The transaction involves internal integration of assets controlled by the same ultimate controller, Li Qian, who holds 27.59% of Sunshine Nuohuo and 32.84% of Langyan Life, with 36.51% of Langyan Life's shares currently pledged [11][13] - High share pledge ratios pose a risk of forced liquidation if market expectations are not met, potentially leading to a transfer of control [13][14] - The nature of the related party transaction raises concerns about the fairness of pricing and the stability of control, with potential implications for shareholder interests [11][14]