Core Viewpoint - Beijing Sunshine Nuohe Pharmaceutical Research Co., Ltd. has disclosed the special verification opinions from Guolian Minsheng Securities regarding the restructuring inquiry from the Shanghai Stock Exchange, clarifying the rationality of the performance forecast and compensation arrangements for the acquisition of 100% equity in Langyan Life [1] Group 1: Acquisition Details - The company previously planned to acquire 100% equity in Langyan Life but terminated the deal due to unexpected price declines caused by centralized procurement policies [2] - The financial forecast for Langyan Life has been adjusted to be more cautious, with expected revenues of 4.67 billion yuan in 2025 and 8.50 billion yuan by 2030, alongside a net profit increase from 790 million yuan in 2025 to 1.46 billion yuan in 2030 [3] Group 2: Financial Performance - Langyan Life's revenue for 2024 is projected at 4.10 billion yuan, a slight decrease of 2.16% year-on-year, while the first half of 2025 shows a revenue increase of 12.03% year-on-year, reaching 2.30 billion yuan [2] - The sales volume of chemical preparation products has maintained over 34% growth for two consecutive years, with 28.52 million units sold in the first half of 2025 [2] Group 3: Industry Policy Impact - The 11th batch of centralized procurement policies is shifting industry competition from a focus on low prices to quality and sustainability, creating development space for technically advanced companies [4] - Langyan Life is focusing its R&D on new drugs and complex formulations, with significant revenue growth expected from new products [4] Group 4: Performance Compensation and Related Parties - The performance commitment period for the transaction is set from 2025 to 2028, with the controlling shareholder committing to compensation through shares and convertible bonds, with a cap on the compensation amount equal to the transaction price [5] - The related party relationships have been clarified, with the controlling shareholders holding a combined 45.97% stake in the target company, and commitments made to not transfer shares for 36 months post-transaction [5]