Group 1 - The overall investment in the pharmaceutical industry has not recovered despite positive news regarding innovative drugs, with 61 companies forecasting profits and 46 forecasting losses as of July 30, 2025 [1] - Pharmaceutical outsourcing service companies (CROs) have reported better-than-expected performance, with WuXi AppTec's revenue for the first half of 2025 reaching 20.64% growth year-on-year, and net profit increasing by 101.92% [3] - The CRO sector has seen a significant recovery in orders and performance, with over 50 global cooperation agreements in innovative drugs totaling over $48.4 billion in the first half of 2025 [4] Group 2 - 20 companies have reported their first net profit losses, with major contributors including Liao Ning Cheng Da and Wan Tai Bio, primarily due to policy impacts and market strategy failures [6] - Wan Tai Bio reported a projected net loss of between 130 million to 160 million yuan for the first half of 2025, marking its first loss since going public in 2020 [6][7] - Jiangsu Lianhuan Pharmaceutical expects a net loss of 38 million to 45 million yuan for the first half of 2025, attributed to a significant fine related to a monopoly agreement [7][8] Group 3 - The trend of business development (BD) in innovative drugs is expected to continue, with the total transaction amount approaching last year's levels, although the quality of these transactions may decline [10] - The vaccine and CXO sectors are anticipated to see a turnaround in the second half of 2025, with domestic vaccines expected to gain market share [10] - New opportunities may arise in technology platforms, with ADC and bispecific antibodies being key transaction categories, while multi-antibody platforms and TCE platforms are expected to gain traction [10]

Core Viewpoint - The company Yangguang Nuohe (688621.SH) has restarted its acquisition plan for the related party Langyan Life after a half-month suspension, amidst concerns over performance fluctuations, regulatory risks, and industry policy impacts [1][2]. Group 1: Acquisition Details - Yangguang Nuohe plans to acquire 100% equity of Langyan Life controlled by its actual controller Li Qian through issuing shares and convertible bonds, marking the second attempt at this acquisition within two years [1]. - The first acquisition attempt in 2022 failed due to 26 regulatory inquiries, highlighting the challenges faced in this capital integration effort [1][4]. Group 2: Financial Performance and Risks - Langyan Life's projected net profits for 2023 and 2024 are 36.17 million and 54.38 million respectively, significantly lower than the previously promised 95 million for 2022 [2]. - The company faces pricing pressure on its core products due to collective procurement policies, with a projected 7.3% revenue decline in 2024 compared to earlier commitments [2]. Group 3: Challenges for Li Qian - Li Qian's capital strategy has consistently focused on integrating "R&D + manufacturing," but faces challenges including unmet performance commitments, regulatory pressures, and a strained financial situation with 36.51% of Langyan Life's shares pledged [3]. - The valuation logic has changed due to the failure to meet performance targets over consecutive years, raising concerns about the sustainability of the acquisition [3]. Group 4: Regulatory and Market Concerns - The transaction has not disclosed specific pricing, but past experiences indicate potential regulatory scrutiny due to significant valuation premiums and performance issues [4]. - There are concerns regarding "related party transactions" and potential conflicts of interest, as Li Qian controls substantial stakes in both companies, which could lead to valuation bubbles if market challenges are not addressed [4]. Group 5: Industry Context - The CRO industry is experiencing a slowdown, and the generic drug sector is entering a low-profit era, making the merger appear more like a self-rescue effort for both companies [5]. - The real test for Li Qian will be navigating the "R&D + production" narrative through challenging policy cycles, as market hesitance reflects broader uncertainties [5].

Core Viewpoint - The company is set to engage in daily related transactions with its affiliates for the year 2025, which are deemed necessary for normal business operations and will not harm the interests of the company or its shareholders [9][10]. Summary by Sections Related Party Transactions - The company has disclosed its related party transactions, including expected amounts and categories, with specific affiliates such as Beijing Bai'ao Pharmaceutical Co., Ltd. and Jiangsu Yong'an Pharmaceutical Co., Ltd. [1][3][4][5][6]. - The expected transaction amounts are calculated based on the company's projected expenditures or revenues for similar business activities in 2024 [1]. Performance and Compliance - The affiliates involved in the transactions have good credit and financial conditions, ensuring their ability to fulfill contractual obligations without creating bad debts for the company [2]. - The company will sign contracts with related parties for the expected daily transactions in 2025, ensuring legal protection for performance [2][8]. Pricing Policy - The pricing policy for related party transactions is based on fair and just principles, using market prices as a reference. Agreements are made voluntarily and equitably [7]. Purpose and Impact - The anticipated related transactions are essential for the company's operational needs, aimed at consolidating market presence, enhancing operational capabilities, and promoting profit growth. The transactions are structured to avoid dependency on related parties [9][10]. Approval Process - The expected related party transactions for 2025 have been approved by the company's board and will be submitted for shareholder approval [10][21]. Financial Indicators - The company reported a significant increase in R&D investment, amounting to 171.94 million yuan in 2024, representing a 39.02% increase from 2023, with R&D expenses accounting for 15.94% of total revenue [46]. Competitive Advantages - The company has established a comprehensive drug development service model, enhancing its ability to meet diverse client needs and improve the success rate of drug development [38][39]. - The company has developed specialized core technology clusters in high-difficulty research areas, providing a competitive edge in the market [39][40]. Client Relationships - The company has built strong client relationships through integrated drug development services, serving approximately 1,000 pharmaceutical enterprises, which enhances customer loyalty and supports future business growth [45]. Regulatory Compliance - The company has adhered to relevant laws and regulations regarding fundraising and the use of raised funds, ensuring compliance and protecting shareholder interests [49]. Management Changes - The company has undergone changes in its board of directors, including the resignation of an independent director and the nomination of a new candidate, ensuring compliance with governance requirements [51][52].

希格玛会计师事务所(特殊普通合伙) Xigema Cpas(Special General Partnership) 关于新疆百花村医药集团股份有限公司 非公开发行股票项目反馈意见的回复 中国证券监督管理委员会: 根据贵会 2022年3月7日下发的《中国证监会行政许可项目审查一次反馈意 见通知书》(220241 号)(以下简称"《反馈意见》")的要求,我们在审慎调查的基 础上,就《反馈意见》的相关问题作出如下答复: 反馈意见 9: 申请人于 2016 年完成资产置出并置入华威医药 CRO 业务资产, CRO 业务收入为申请人报告期内最主要的收入来源。最近三年一期,申请人扣非归 母净利润分别-68,622.79 万元、731.11 万元、 -36,923.75 万元、595.78 万元, 其中 2020 年营业收入 8,453.04 万元。公司股票于 2021 年 4 月 1 日起被实施 "退市风险警示"。请申请人:(1)说明报告期内业绩大幅波动的主要原因,业绩 大亏与微利交替出现的原因及合理性,是否与同行业公司一致,是否存在操纵公 司业绩规避退市等情况;(2)结合上述情况说明申请人持续经营是否存在重大风 险, ...