Core Viewpoint - Sunshine Nuohuo (688621.SH) has officially terminated its plan to acquire 100% equity of Langyan Life, marking the second failed attempt since 2022, amid challenges from policy changes and valuation disputes [1][3]. Group 1: Acquisition Attempts - The first acquisition attempt in 2022 was priced at 1.611 billion yuan, while the second attempt in 2025 was reduced to 1.2 billion yuan, a 25.5% decrease [2][4]. - The core products of Langyan Life, including Valsartan and Entecavir, faced significant price reductions due to centralized procurement, impacting revenue and profit forecasts [3][4]. - The termination of the first acquisition occurred on August 1, 2023, and the second on January 27, 2026, with both attempts facing scrutiny from the Shanghai Stock Exchange [2][5]. Group 2: Financial Performance and Market Conditions - Langyan Life's revenue dropped from 617 million yuan in 2022 to 465 million yuan in 2023, with net profit falling from approximately 80 million yuan to 36.71 million yuan [3][4]. - The company set a performance commitment for the second acquisition, requiring a cumulative net profit of at least 404 million yuan from 2025 to 2028 [2][4]. - Despite a report suggesting opportunities from a shift towards quality in procurement policies, market skepticism regarding the sustainability of Langyan Life's profitability persisted [5][6]. Group 3: Regulatory and Advisory Context - Guolian Minsheng Securities served as the independent financial advisor for both acquisition attempts, facing challenges in transaction structuring and compliance due to market conditions [6][8]. - The Shanghai Stock Exchange raised multiple inquiries regarding the fairness of pricing and the feasibility of performance commitments during the second acquisition attempt [4][5]. - Sunshine Nuohuo stated that the termination of the acquisition would not significantly impact its operational and financial status, projecting a revenue increase of 10.57% to 27.15% for 2025 [7][8].

Core Viewpoint - Sunshine Nuohuo (688621.SH) has officially terminated its plan to acquire 100% equity of Langyan Life Sciences through the issuance of shares and convertible bonds, marking the second failed attempt since 2022 [1] Group 1: Acquisition Attempts - The first acquisition attempt in 2022 was priced at 1.611 billion yuan, while the second attempt in 2025 was reduced to 1.2 billion yuan, a 25.5% decrease [2][3] - The core products of Langyan Life Sciences, including Valsartan and Entecavir, faced significant price reductions due to centralized procurement policies, leading to a decline in revenue from 617 million yuan in 2022 to 465 million yuan in 2023 [3][4] - The performance commitment for the second acquisition required Langyan Life Sciences to achieve a cumulative net profit of at least 404 million yuan from 2025 to 2028 [2][3] Group 2: Regulatory and Market Challenges - The second acquisition faced scrutiny from the Shanghai Stock Exchange regarding the fairness of the valuation and the feasibility of the performance commitments, leading to a series of inquiries [4][6] - Despite a report suggesting opportunities due to a shift in procurement policies, market skepticism regarding the sustainability of Langyan's profitability persisted, contributing to the termination of the deal [6][7] - The independent financial advisor for both acquisition attempts was Guolian Minsheng Securities, which has faced challenges with multiple projects in early 2026, including two other terminated capital operations [6][8] Group 3: Company Performance and Future Outlook - Sunshine Nuohuo stated that its main business operations remain normal and that the termination of the acquisition will not significantly impact its financial status [7] - The company anticipates a revenue of 1.192 billion to 1.371 billion yuan for 2025, representing a year-on-year growth of 10.57% to 27.15% [7]

Core Viewpoint - Sunshine Nuohuo has terminated the acquisition of 100% equity in Jiangsu Langyan Life Technology Co., Ltd. due to changes in the market environment, as announced on January 27 [1][5]. Group 1: Acquisition Details - The company had previously planned to acquire Langyan Life through the issuance of shares and convertible bonds, along with raising supporting funds from no more than 35 specific investors [1][5]. - The transaction was expected to constitute a major asset restructuring and related party transaction but would not qualify as a restructuring listing [1][5]. Group 2: Company Strategy and Operations - Sunshine Nuohuo focuses on a dual-driven model of "CRO services + self-developed new drugs," providing a comprehensive one-stop solution for drug development and clinical services [3][9]. - The company aims to enhance its capabilities in drug research and development, leveraging its strengths in R&D and Langyan Life's production and sales advantages to create new profit growth points [4][10]. Group 3: Financial Performance - Langyan Life has completed the development and production of drugs in several important fields, with projected net profits of 36.71 million yuan and 53.88 million yuan for 2023 and 2024, respectively, indicating rapid growth [3][9]. - Sunshine Nuohuo's revenue forecast for 2025 is between 1.192 billion yuan and 1.371 billion yuan, representing a year-on-year growth of 10.57% to 27.15% [5][11]. The expected net profit for the same year is projected to be between 191 million yuan and 229 million yuan, with a year-on-year growth of 7.69% to 29.23% [5][11].