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12亿关联交易终止 阳光诺和收购案两度折戟
Core Viewpoint - Sunshine Nuohong (688621.SH) has decided to terminate its acquisition of Jiangsu Langyan Life Science Technology Holdings Co., Ltd. due to changes in market conditions, marking the end of a nearly four-year capital operation that began with a proposed acquisition price of 1.611 billion yuan in 2022 and was later adjusted to 1.2 billion yuan in 2025 [2][3]. Acquisition Attempts - The acquisition journey began in October 2022 when Sunshine Nuohong announced its intention to acquire 100% of Langyan Life for 1.611 billion yuan, representing a 184.49% premium over Langyan's net asset value of 566 million yuan [3]. - In May 2023, the company detailed its acquisition plan, proposing to issue shares worth 1.205 billion yuan and pay 406 million yuan in cash, alongside raising 1.007 billion yuan in supporting funds for cash payments and production expansion [3]. - The acquisition included stringent performance commitments, requiring Langyan Life to achieve net profits of no less than 95 million yuan, 125 million yuan, and 158 million yuan in 2023, 2024, and 2025, respectively [3]. - The acquisition was terminated on August 26, 2023, due to significant changes in the market environment since the initial planning [3]. Financial Performance - Langyan Life's financial performance has been declining, with revenues dropping from 617 million yuan in 2022 to 463 million yuan in 2023, and further to 415 million yuan in 2024. In the first half of 2025, revenues were only 231 million yuan [6]. - Net profits for Langyan Life were 32.15 million yuan in 2023 and 55.21 million yuan in 2024, falling short of the promised figures [6]. Strategic Implications - Sunshine Nuohong's acquisition attempts reflect its strategy to integrate the pharmaceutical R&D industry chain, aiming to enhance its "R&D + production" capabilities [8]. - The company faced pressure on its own performance, with a revenue of 1.078 billion yuan in 2024, a 15.7% increase, but a net profit decline of 3.98% to 177 million yuan, marking the first net profit drop in five years [8]. - In the third quarter of 2025, Sunshine Nuohong reported a revenue of 265 million yuan, a 24.97% decrease, and a net profit of 33.45 million yuan, down 43.41% year-on-year [8]. Future Outlook - Following the failed acquisitions, Sunshine Nuohong plans to explore other methods to enhance its industry chain layout and may adjust its strategic direction [9]. - The company has committed not to plan any major asset restructuring within a month and will evaluate future strategies based on market conditions and industry trends [9]. - Sunshine Nuohong's 2025 earnings forecast indicates expected revenues between 1.192 billion yuan and 1.371 billion yuan, with a net profit forecast of 191 million yuan to 229 million yuan, reflecting a growth of 7.69% to 29.23% [9].