“左手倒右手”？阳光诺和拟12亿元并购实控人名下资产

Core Viewpoint - Sunshine Nuohua is resuming its acquisition of Jiangsu Langyan Life Science Technology Co., Ltd. after a two-year hiatus, with a transaction value of up to 1.2 billion yuan through the issuance of shares and convertible bonds [1] Group 1: Transaction Details - The transaction involves a payment of 600 million yuan through share issuance at a price of 34.05 yuan per share, resulting in the issuance of 17,621,126 shares [2] - An additional 600 million yuan will be paid via convertible bonds, with the same initial conversion price leading to the same number of shares upon full conversion [2] - The controlling shareholder, Li Qian, has committed to a minimum net profit for Langyan Life of 74.87 million yuan in 2025, increasing annually to 131.11 million yuan by 2028, totaling at least 404.46 million yuan over the period [2] Group 2: Company Performance - Langyan Life's net profits for the years 2021-2022 were significantly lower than the projected profits for 2025-2028, with actual profits of 33.48 million yuan, 54.92 million yuan, and 47.94 million yuan reported [2] - Sunshine Nuohua is facing its first annual net profit decline since going public, with a projected net profit of 177 million yuan in 2024, down 3.98% year-on-year, and a decrease in gross margin from 56.63% in 2023 to 50.11% [3] - For the first half of 2025, Sunshine Nuohua reported revenues of 590 million yuan, a 4.9% increase year-on-year, but a net profit decline of 12.6% to 130 million yuan [3]