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].
阳光诺和再启关联并购,“80后资本玩家”利虔的“左右手”棋局胜算几何?