Core Viewpoint - Lino Pharmaceutical Packaging (301188.SZ) is expanding its business by investing in a New Third Board company, Changyang Co., to enhance its product offerings and achieve resource sharing amid declining performance in its core business [1][2]. Financial Performance - In the first half of 2025, Lino Pharmaceutical reported revenue of 499 million yuan, a year-on-year decrease of 11.07%, and a net profit of 40.97 million yuan, down 20.12% [1][6]. - The company experienced a decline in revenue and net profit in 2022 and 2023, with revenues of 822 million yuan and 947 million yuan, and net profits of 117 million yuan and 65.92 million yuan, respectively [6][7]. - For 2024, Lino Pharmaceutical expects revenue to reach 1.081 billion yuan, a year-on-year increase of 14.09%, with net profit slightly increasing by 0.23% [6]. Investment Details - Lino Pharmaceutical plans to acquire 30% of Changyang Co. by purchasing 34.0465 million shares for 84 million yuan, which will not change the control of Changyang [2][3]. - The acquisition is aimed at integrating resources and expanding product categories to provide one-stop procurement for downstream clients [3]. Market Conditions - The decline in performance is attributed to weak demand in the pharmaceutical terminal market, price reductions, and increased expenses due to various factors, including national healthcare reforms and centralized procurement policies [7]. - The company has faced rising costs for raw materials due to tariff impacts in the second quarter [7]. Shareholder Activity - Recently, major shareholders from the Fosun Group announced plans to reduce their holdings by up to 3% within three months, which may affect market sentiment [1][8].

Transaction Overview - Shandong Linuo Pharmaceutical Packaging Co., Ltd. has approved an external investment to acquire equity by signing a share transfer agreement with several parties, including Shanghai Miaoxiang Enterprise Management Consulting Co., Ltd. and others [1][2] - The company will acquire a total of 34,046,471 shares of Suzhou Chuangyang New Materials Technology Co., Ltd. for a total consideration of 84,000,000.00 yuan [1][9] - The transaction does not constitute a related party transaction or a major asset restructuring as per relevant regulations [2][3] Financial Assessment - The market value of the total equity of the target company was assessed at 280.98 million yuan as of December 31, 2024 [2] - The transfer price was determined based on the assessment report and the closing price of the stock on the day before the agreement was signed [10] Target Company Information - Suzhou Chuangyang New Materials Technology Co., Ltd. is a high-tech enterprise primarily engaged in the research, production, and sales of medical packaging materials [6] - The company has a registered capital of 113.49 million yuan and operates in the pharmaceutical manufacturing sector [6] Financial Performance of Target Company - The total assets of the target company were approximately 687.06 million yuan in 2023, with total liabilities of about 377.14 million yuan, resulting in a net asset of approximately 304.48 million yuan [8] - The target company reported an operating income of approximately 253.10 million yuan and a net profit of approximately 11.23 million yuan for the year 2023 [8] Shareholding Structure Post-Transaction - After the acquisition, Shandong Linuo will hold 30% of the shares in the target company, while the actual controllers will still maintain control over the majority of shares [7][20] - The shareholding structure will not change the control of the target company [7] Strategic Implications - This transaction is aimed at enhancing the company's long-term development strategy and resource integration, allowing for a more comprehensive product offering to downstream customers [20] - The acquisition is expected to open up growth opportunities for sustainable and high-quality development [20]