证券代码：688621 证券简称：阳光诺和 公告编号：2025-100 北京阳光诺和药物研究股份有限公司 2025年第四次临时股东会决议公告 本公司董事会及全体董事保证公告内容不存在任何虚假记载、误导性陈述或 者重大遗漏，并对其内容的真实性、准确性和完整性依法承担法律责任。 重要内容提示： 本次会议是否有被否决议案：无 一、 会议召开和出席情况 （一） 股东会召开的时间：2025 年 11 月 11 日 （二） 股东会召开的地点：北京市昌平区科技园区双营西路 79 号院 29 号楼公 司会议室 （三） 出席会议的普通股股东、特别表决权股东、恢复表决权的优先股股东及 其持有表决权数量的情况： | 1、出席会议的股东和代理人人数 | 117 | | --- | --- | | 普通股股东人数 | 117 | | 2、出席会议的股东所持有的表决权数量 | 52,702,944 | | 普通股股东所持有表决权数量 | 52,702,944 | | 3、出席会议的股东所持有表决权数量占公司表决权数量的比 | 48.23% | | 例（%） | | | 普通股股东所持有表决权数量占公司表决权数量的比例（%） | 48.2 ...

北京市天元律师事务所 关于北京阳光诺和药物研究股份有限公司 2025 年第四次临时股东会的法律意见 京天股字（2025）第 648 号 致：北京阳光诺和药物研究股份有限公司 北京阳光诺和药物研究股份有限公司（以下简称公司）2025 年第四次临时股 东会（以下简称本次股东会）采取现场投票与网络投票相结合的方式，现场会议于 2025 年 11 月 11 日 14:30 在北京市昌平区科技园区双营西路 79 号院 29 号楼公司会 议室召开。北京市天元律师事务所（以下简称本所）接受公司聘任，指派本所律师 参加本次股东会会议并对本次股东会进行见证，并根据《中华人民共和国公司法》 《中华人民共和国证券法》（以下简称《证券法》）《上市公司股东会规则》（以 下简称《股东会规则》）以及《北京阳光诺和药物研究股份有限公司章程》（以下 简称《公司章程》）等有关规定，就本次股东会的召集、召开程序、出席现场会议 人员的资格、召集人资格、会议表决程序及表决结果等事项出具本法律意见。 为出具本法律意见，本所律师审查了《北京阳光诺和药物研究股份有限公司第 二届董事会第二十三次会议决议公告》《北京阳光诺和药物研究股份有限公司第二 届董事会第 ...

Group 1 - The core point of the news is that Sunshine Nuohua's stock price increased by 5.21% to 59.39 CNY per share, with a trading volume of 189 million CNY and a turnover rate of 2.92%, resulting in a total market capitalization of 6.652 billion CNY [1] - Sunshine Nuohua, established on March 9, 2009, and listed on June 21, 2021, is based in Beijing and specializes in the development of generic drugs, consistency evaluation, and innovative drug development, with its main business revenue derived from CRO services at 99.91% [1] Group 2 - From the perspective of major shareholders, Rongtong Fund's health industry flexible allocation mixed fund A/B (000727) reduced its holdings by 550,000 shares in the third quarter, now holding 2 million shares, which accounts for 1.79% of the circulating shares, with an estimated floating profit of approximately 5.88 million CNY [2] - The Rongtong health industry flexible allocation mixed fund A/B (000727) was established on December 25, 2014, with a latest scale of 1.816 billion CNY, achieving a year-to-date return of 14.86% and a one-year return of 3.66% [2] Group 3 - The fund manager of Rongtong health industry flexible allocation mixed fund A/B (000727) is Wan Minyuan, who has a cumulative tenure of 9 years and 80 days, with the fund's total asset scale at 5.957 billion CNY, achieving the best return of 139.91% and the worst return of -22.4% during his tenure [3] Group 4 - The Rongtong health industry flexible allocation mixed fund A/B (000727) has Sunshine Nuohua as its sixth-largest heavy stock, holding 2 million shares, which accounts for 5.44% of the fund's net value, with an estimated floating profit of approximately 5.88 million CNY [4]

Core Viewpoint - Sunshine Nuohuo's stock price has shown a significant increase of 53.43% year-to-date, despite recent fluctuations in trading performance and a decline in revenue and net profit for the first nine months of 2025 [1][2]. Financial Performance - As of September 30, 2025, Sunshine Nuohuo reported a revenue of 856 million yuan, a year-on-year decrease of 6.65%, and a net profit attributable to shareholders of 163 million yuan, down 21.38% compared to the previous year [2]. - The company has distributed a total of 105 million yuan in dividends since its A-share listing, with 84.29 million yuan distributed over the past three years [3]. Stock Market Activity - On November 11, the stock price increased by 2.04% to 57.60 yuan per share, with a trading volume of 69.49 million yuan and a turnover rate of 1.10%, resulting in a total market capitalization of 6.451 billion yuan [1]. - The stock has experienced a net outflow of 391,600 yuan from main funds, with significant buying and selling activity from large orders [1]. Shareholder Information - The number of shareholders increased by 6.76% to 9,204 as of September 30, 2025, while the average number of circulating shares per person decreased by 6.33% to 12,168 shares [2]. - Among the top ten circulating shareholders, notable changes include a reduction in holdings by the sixth-largest shareholder and the entry of a new shareholder [3].

Core Insights - Company reported a revenue of 856 million yuan for the first three quarters of 2025, a year-on-year decrease of 6.65% [1] - Net profit attributable to shareholders was 163 million yuan, down 21.38% year-on-year [1] - In Q3 alone, revenue was 265 million yuan, reflecting a 24.97% decline, while net profit dropped 43.41% to 33 million yuan [1] Financial Performance - Revenue for the first three quarters of 2025: 856 million yuan, down 6.65% year-on-year [1] - Net profit for the first three quarters of 2025: 163 million yuan, down 21.38% year-on-year [1] - Q3 revenue: 265 million yuan, down 24.97% year-on-year [1] - Q3 net profit: 33 million yuan, down 43.41% year-on-year [1] R&D and Innovation - R&D expenses accounted for 13.50% of revenue in the first three quarters of 2025 [2] - Over 20 innovative drug candidates are in the pipeline, with more than 460 research projects completed [2] - STC007 injection for postoperative pain has successfully reached its Phase II clinical trial goals and is progressing to Phase III [2] - STC008 injection for treating advanced solid tumors is currently in Phase I clinical trials [2] Strategic Investments - Company invested 15 million yuan in Shanghai Yuanma Zhiyao Biotechnology Co., acquiring an 8.20% stake [2] - This investment aims to enhance the company's strategic positioning in cell therapy and nucleic acid drugs [2] - The collaboration is expected to accelerate clinical transformation and global advancement of multi-target cooperation pipelines [2] Future Outlook - Revenue projections for 2025-2027 are adjusted to 1.179 billion, 1.384 billion, and 1.539 billion yuan, with growth rates of 9.3%, 17.4%, and 11.2% respectively [3] - Net profit projections for 2025-2027 are adjusted to 201 million, 253 million, and 276 million yuan, with growth rates of 13.5%, 25.5%, and 9.1% respectively [3] - Company maintains a "buy" rating despite short-term performance pressures [3]

Core Viewpoint - The company aims to improve its operational performance and boost growth through restructuring, management optimization, business upgrades, and enhanced R&D capabilities, focusing on specific areas within its CRO business by mid-2025 [1] Financial Performance - The company reported a significant decline in its third-quarter performance, with revenue of 265.46 million yuan, down 24.97% year-on-year, and a net profit attributable to shareholders of 33.45 million yuan, down 43.41% [2][4] - For the first three quarters of the year, the company achieved revenue of 856 million yuan, a decrease of 6.65%, and a net profit of 163 million yuan, down 21.38% [5] - The company's financial struggles are attributed to policy changes affecting its generic drug business, leading to increased costs and a decline in net profit [4][5] Business Strategy - The company is focusing on upgrading its business structure, particularly in the CRO sector, with over 460 self-research projects planned by mid-2025 and clinical collaborations with over 300 hospitals [1] - A partnership with Huawei Cloud to develop an AI peptide discovery platform aims to enhance R&D efficiency and reduce costs [1] Acquisition Plans - The company is pursuing the acquisition of Jiangsu Langyan Life Technology Co., Ltd. to create a dual-driven model of "CRO + pharmaceutical manufacturing," which is expected to stabilize cash flow and diversify revenue sources [9] - The acquisition price has been revised to 1.2 billion yuan, down from an initial 1.611 billion yuan, reflecting a strategic adjustment in response to market conditions [12] - The acquisition is seen as a way to integrate R&D capabilities with production, enhancing product development and operational efficiency [9][10] Historical Context - The company has experienced steady revenue growth from 2017 to 2023, but began to face challenges in 2024, with a notable decline in net profit for the first time since its IPO in 2021 [8][9] - Langyan Life's performance has fluctuated, with a significant drop in revenue and net profit in 2023, but signs of recovery in 2024 and early 2025 provide confidence for the acquisition [13]

Core Viewpoint - Yangguang Nuohuo (688621.SH) is attempting to acquire 100% equity of Jiangsu Langyan Life Technology Co., Ltd. for 1.2 billion yuan, marking its second attempt after a previous failed acquisition due to regulatory concerns and market changes [3][4][5] Group 1: Acquisition Details - The acquisition price has decreased from 1.611 billion yuan to 1.2 billion yuan compared to the previous attempt [3][4] - The acquisition is seen as a strategic move to enhance Yangguang Nuohuo's capabilities in the CRO field and to establish its own production capacity [3][5] - The deal involves issuing shares and convertible bonds to finance the acquisition [3][4] Group 2: Financial Performance and Projections - The performance of Langyan Life has been volatile, with revenue dropping from 617 million yuan in 2022 to 465 million yuan in 2023, and net profit falling from 37.54 million yuan to 36.17 million yuan [8][9] - The new profit commitments for Langyan Life have been significantly lowered, with net profit targets for 2025 to 2028 set at 74.87 million yuan, 87.67 million yuan, 111 million yuan, and 131 million yuan respectively, totaling at least 404 million yuan over four years [5][6] - The company anticipates a stable increase in demand for its core products, driven by an aging population and rising chronic disease needs, with a projected compound annual growth rate of 3.23% in drug spending from 2019 to 2028 [6][10] Group 3: Market Environment and Challenges - The competitive landscape has intensified due to national centralized procurement policies, leading to significant price reductions for drugs [8][9] - Langyan Life's main products have faced pricing pressures, with some products experiencing price drops of over 90% in recent procurement rounds [9][10] - In response to market challenges, Langyan Life is shifting its focus towards developing new drugs and complex formulations, which are expected to enhance its competitive edge [10]

Core Points - The stock price of Sunshine Nuohe has decreased by 2.00% to 55.36 CNY per share as of November 7, with a total market capitalization of 6.2 billion CNY [1] - The company has experienced a year-to-date stock price increase of 47.47%, but has seen declines of 5.77% over the last five trading days, 9.53% over the last twenty days, and 11.25% over the last sixty days [1] - Sunshine Nuohe's main business involves the development of generic drugs, consistency evaluation, and innovative drug development, with 99.91% of its revenue coming from CRO services [1] Financial Performance - For the period from January to September 2025, Sunshine Nuohe reported a revenue of 856 million CNY, a year-on-year decrease of 6.65%, and a net profit attributable to shareholders of 163 million CNY, down 21.38% year-on-year [2] - The company has distributed a total of 105 million CNY in dividends since its A-share listing, with 84.29 million CNY distributed over the past three years [3] Shareholder Information - As of September 30, 2025, the number of shareholders has increased by 6.76% to 9,204, while the average number of tradable shares per person has decreased by 6.33% to 12,168 shares [2] - The top ten circulating shareholders include notable entities such as Rongtong Health Industry Flexible Allocation Mixed A/B and Hong Kong Central Clearing Limited, with changes in their holdings noted [3]

Policy Developments - The National Medical Insurance Administration has initiated a pilot program for intelligent review of the entire process of medical insurance management, aiming to enhance the review capabilities and ensure the sustainable operation of medical insurance funds through the integration of AI technology [2]. Industry Developments - Chongqing has introduced measures to support high-quality development of innovative drugs, emphasizing the role of artificial intelligence in drug innovation and the establishment of a public service platform for "AI + pharmaceuticals" [3][4]. - Shanghai Pharmaceuticals has received FDA approval for its clopidogrel tablets, which are expected to generate approximately $1.284 billion in sales in the U.S. market in 2024, marking a significant opportunity for the company to expand its overseas market presence [6]. - NuoVation has obtained two medical device registration certificates for adenovirus antigen test kits, which are classified as Class III medical devices, indicating a step forward in the company's product offerings [7]. - Renfu Pharmaceutical has received approval for clinical trials of its HWH217 tablets, aimed at treating pulmonary arterial hypertension, with a total R&D investment of approximately 6 million yuan [8]. Capital Market - Pulsecare has successfully completed a financing round of over 100 million yuan, indicating strong investor interest in cardiovascular treatment technologies [10]. - Sunshine Nuohua has completed a share purchase plan by its associated company, acquiring 612,638 shares, which represents 0.55% of the total share capital, with an investment exceeding 28 million yuan [11]. Major Industry Events - The first batch of ovarian cancer treatment drugs has cleared customs in Beijing, marking a significant step in ensuring nationwide supply for this new treatment [13]. - Research from the Beijing Brain Science and Brain-like Research Institute has identified a new mechanism for treating depression, which could lead to the development of new antidepressant strategies with fewer side effects [14]. Regulatory Updates - Asia-Pacific Pharmaceutical has received a notification that its application for the consistency evaluation of diltiazem hydrochloride tablets has been rejected due to insufficient evidence supporting bioequivalence, indicating challenges in the drug development process [16].

Core Points - Sunshine Nuohuo announced that its senior management, Mr. Li Yuanbo, through an associated enterprise, Sichuan Shengpu Pharmaceutical Technology Center, plans to purchase A-shares of the company for an amount between RMB 28 million and RMB 32 million [2] - As of the announcement date, Shengpu Pharmaceutical has completed the purchase of 612,638 shares, accounting for 0.55% of the company's total share capital, with the purchase amount exceeding RMB 28 million [2]