Core Viewpoint - The report provides an independent financial advisory opinion regarding Shanghai Aopumai Biotechnology Co., Ltd.'s issuance of shares and cash payment for asset acquisition, emphasizing the fairness and reasonableness of the transaction for all shareholders [1][2][3]. Group 1: Transaction Overview - The transaction involves the acquisition of 100% equity of Pengli Biotechnology by issuing shares and cash, along with raising supporting funds [10][20]. - The total transaction price for the acquisition is approximately 1.45 billion yuan, with the payment structured through both shares and cash [18][19]. Group 2: Compliance with Regulations - The transaction complies with the relevant provisions of the Major Asset Restructuring Management Measures and does not constitute a restructuring listing as defined by the regulations [14][15]. - The transaction has been assessed to meet the requirements of the Science and Technology Innovation Board's continuous supervision measures and listing rules [21]. Group 3: Financial and Operational Impact - The acquisition is expected to enhance the company's asset quality and operational capabilities, allowing for a more comprehensive service offering in the biopharmaceutical sector [15][16]. - The target company, Pengli Biotechnology, specializes in preclinical drug research services, which aligns with the acquirer's existing business in cell culture and contract development manufacturing (CDMO) [8][20]. Group 4: Independent Advisory and Due Diligence - The independent financial advisor has conducted thorough due diligence and confirmed that the transaction's terms are fair and reasonable, ensuring no substantial discrepancies with disclosed documents [2][11]. - The advisor's opinion is based on the assumption that all parties involved will adhere to their contractual obligations and that the provided information is accurate and complete [3][4].

Core Viewpoint - Shanghai Aopumai Biotechnology Co., Ltd. plans to acquire 100% equity of Pengli Biotechnology (Shanghai) Co., Ltd. through a combination of issuing shares and cash payment, involving multiple investment partners [1][3]. Group 1: Acquisition Details - The acquisition involves multiple investment entities, including PharmaLegacy Hong Kong Limited and several limited partnerships, indicating a broad consortium of investors [1]. - The company intends to raise supporting funds by issuing shares to no more than 35 specific investors as part of this transaction [3]. Group 2: Regulatory Compliance - The transaction is in accordance with the "Major Asset Restructuring Management Measures" which stipulates that continuous purchases or sales of the same or related assets within twelve months must be cumulatively calculated [3][4]. - The assets involved in the transaction are recognized as belonging to the same or similar business scope, thus requiring inclusion in the cumulative calculation for this transaction [5]. Group 3: Financial Adjustments - The company has adjusted its capital increase plan for its subsidiary, increasing the planned investment from 20 million RMB to 5 million RMB, reflecting a strategic shift in resource allocation [4]. - The company has also made additional investments in other subsidiaries, such as a 42 million RMB increase in Suzhou Haixing Biotechnology Co., Ltd., acquiring a 30.0014% stake [4][5].