跨界并购预案涉嫌误导性陈述，向日葵已被浙江证监局立案调查

Core Viewpoint - The Zhejiang Securities Regulatory Bureau has initiated an investigation into Sunflower's restructuring plan due to allegations of misleading statements regarding the actual production capacity and business model of the target company [1][2]. Group 1: Company Overview - Sunflower Health Technology Co., Ltd. primarily focuses on the pharmaceutical sector, developing, producing, and selling drugs for infections, cardiovascular diseases, and digestive systems [3]. - The company plans to acquire 100% of the shares of Zhangzhou Xipu Material Technology Co., Ltd. (referred to as "Xipu Material") through a combination of issuing shares and cash payments [4]. Group 2: Acquisition Details - Xipu Material specializes in the research, manufacturing, and sales of high-end semiconductor materials, including high-purity electronic specialty gases and silicon-based precursors, which are essential in semiconductor manufacturing processes [4]. - The acquisition aims to diversify Sunflower's business into the high-end semiconductor materials sector, aligning with national policy initiatives for industrial transformation and seeking a second growth curve [4]. Group 3: Investigation and Concerns - Concerns have been raised regarding Xipu Material's actual production capabilities, as reports indicate that both its Zhangzhou and Lanzhou factories currently lack operational capacity and are involved in electronic fluorinated liquids, which contradicts the restructuring proposal [4][5]. - Prior to the investigation, Sunflower received a letter of inquiry from the Shenzhen Stock Exchange, requesting clarification on four core issues related to Xipu Material's production capacity, financial performance, potential competition, and legal issues concerning its actual controller [5][6].