Core Viewpoint - China National Pharmaceutical Group Corporation plans to acquire 100% equity of Beijing Jinsui Technology Development Co., Ltd. from China Emerging Group for a cash consideration of 302.07 million yuan, enhancing its marketing capabilities and supply chain management in the pharmaceutical and health product sectors [2][4]. Summary by Sections 1. Overview of Related Transactions - The acquisition involves a cash payment of 302.07 million yuan for the 100% equity of Jinsui Technology, which will become a wholly-owned subsidiary of China National Pharmaceutical [2][4]. - This transaction is classified as a related party transaction due to the relationship between China Emerging Group and the company [2][5]. 2. Related Party Information - China Emerging Group is a wholly-owned subsidiary of China General Technology (Group) Holding, which is the controlling shareholder of China National Pharmaceutical [5][6]. 3. Financial Data of Jinsui Technology - As of March 31, 2025, Jinsui Technology reported total assets of 890.17 million yuan and net assets of 224.54 million yuan, with revenue of 264.43 million yuan and net profit of 6.24 million yuan for the first quarter [15]. - The company has experienced a decline in revenue due to business restructuring and is actively seeking to optimize its product structure [15][12]. 4. Valuation and Pricing of the Transaction - The valuation of Jinsui Technology was conducted using both asset-based and income approaches, with the income approach yielding a valuation of 302.07 million yuan, reflecting a significant premium over the book value [20][22]. - The transaction price was agreed upon based on the valuation report, ensuring fairness and reasonableness [23][32]. 5. Impact of the Transaction on the Company - The acquisition is expected to strengthen the company's e-commerce operations and marketing strategies, facilitating its transition from a pharmaceutical company to a health enterprise [30][31]. - The integration of Jinsui Technology's resources and expertise is anticipated to enhance the company's capabilities in the health product sector [30][31]. 6. Approval Process - The transaction was approved by the board of directors, with independent directors affirming that it aligns with the company's strategic direction and does not harm the interests of minority shareholders [38][39].

Group 1 - The core viewpoint of the report is that the global and Chinese infant complementary food industry is experiencing continuous growth, with increasing market penetration and significant future potential [1] - The global infant complementary food market is projected to grow from 2019 to 2024, with a rising penetration rate [1] - The Chinese market is also on an upward trend, with e-commerce channels being the main driver of market expansion, expected to increase from 2019 to 2029 [1] Group 2 - By 2025, China's market size is expected to surpass that of the EU and Japan, and by 2029, it may exceed that of the United States [1] - The product structure in China is changing, with a decrease in the proportion of staple complementary foods and an increase in snacks and seasoning products [1] - The production capacity in China has increased over the past five years, with East China having the highest capacity [1] Group 3 - Major brands in the industry include Gerber in the US, which focuses on precise product classification, and Japan's Wakodo and Kewpie, which emphasize product innovation and refined packaging [1] - The development of the Chinese infant complementary food industry is driven by various factors, including supportive policies, improved procurement and feeding methods, diverse product offerings, and continuous upgrades in production technology [1] - Emerging markets like Southeast Asia present significant opportunities for infant complementary food companies as consumer demand for quality and safety increases [1] Group 4 - The competitive landscape in the Chinese infant complementary food market is evolving, with domestic and imported brands competing together [1] - Some domestic companies are promoting industry development through innovation and scientific feeding concepts [1]