Quan Jing Wang·2026-01-29 12:09Core Viewpoint - Sunshine Nuohuo (688621.SH) has officially terminated its plan to acquire 100% equity of Langyan Life, marking the second failed attempt since 2022, amid challenges from policy changes and valuation disputes [1][3]. Group 1: Acquisition Attempts - The first acquisition attempt in 2022 was priced at 1.611 billion yuan, while the second attempt in 2025 was reduced to 1.2 billion yuan, a 25.5% decrease [2][4]. - The core products of Langyan Life, including Valsartan and Entecavir, faced significant price reductions due to centralized procurement, impacting revenue and profit forecasts [3][4]. - The termination of the first acquisition occurred on August 1, 2023, and the second on January 27, 2026, with both attempts facing scrutiny from the Shanghai Stock Exchange [2][5]. Group 2: Financial Performance and Market Conditions - Langyan Life's revenue dropped from 617 million yuan in 2022 to 465 million yuan in 2023, with net profit falling from approximately 80 million yuan to 36.71 million yuan [3][4]. - The company set a performance commitment for the second acquisition, requiring a cumulative net profit of at least 404 million yuan from 2025 to 2028 [2][4]. - Despite a report suggesting opportunities from a shift towards quality in procurement policies, market skepticism regarding the sustainability of Langyan Life's profitability persisted [5][6]. Group 3: Regulatory and Advisory Context - Guolian Minsheng Securities served as the independent financial advisor for both acquisition attempts, facing challenges in transaction structuring and compliance due to market conditions [6][8]. - The Shanghai Stock Exchange raised multiple inquiries regarding the fairness of pricing and the feasibility of performance commitments during the second acquisition attempt [4][5]. - Sunshine Nuohuo stated that the termination of the acquisition would not significantly impact its operational and financial status, projecting a revenue increase of 10.57% to 27.15% for 2025 [7][8].