Valuation Analysis Report on Sunflower's Acquisition of 40% Equity Interest in Zhejiang Beide Pharmaceutical Co., Ltd.

Now, based on the collected data and calculation results, I will provide you with a complete valuation analysis report.

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On September 21, 2025, Sunflower (300111.SZ) disclosed a restructuring proposal, planning to acquire 100% equity interest in Zhangzhou Xipu Material Technology Co., Ltd. and 40% equity interest in Zhejiang Beide Pharmaceutical Co., Ltd. by issuing shares and paying cash, with the share issuance price for asset acquisition set at RMB 2.93 per share[1][2]. However, the restructuring proposal was placed under investigation by the China Securities Regulatory Commission (CSRC) on January 14, 2026, on suspicion of misleading statements, and the transaction was immediately terminated[1][2].

Indicator	Value	Remarks
Operating Revenue	RMB 201 million	YoY decrease of approximately 12%
Net Profit	RMB 12 million	Weak profitability
Net Assets	RMB 413 million	Book value basis
Sales Profit Margin	14.15%	Relatively reasonable
Net Profit Margin	5.97%	At a low level
Price-to-Earnings Ratio (TTM)	36.31x	Overvalued
Price-to-Book Ratio (PB)	0.98x	Close to book value
Price-to-Sales Ratio (PS)	1.79x	Moderately valued[3]

Based on different valuation methods, the estimated value of 40% equity interest in Beide Pharmaceutical is as follows:

Valuation Method	Value of 100% Equity Interest	Value of 40% Equity Interest	Evaluation
Historical Valuation Method (based on 2018 acquisition)	RMB 750 million	RMB 300 million	7-year-old transaction with limited reference value
Price-to-Book Ratio Method (PB=0.98)	RMB 405 million	RMB 162 million	Close to book value
Price-to-Sales Ratio Method (PS=1.79)	RMB 360 million	RMB 144 million	Relatively conservative
Price-to-Earnings Ratio Method (PE=36.31)	RMB 436 million	RMB 174 million	Adjusted after considering profit quality

[3]

1. Book value support
   : PB ratio of 0.98x, valuation close to net assets with a certain margin of safety
2. Pharmaceutical industry attributes
   : As a pharmaceutical manufacturer, Beide Pharmaceutical has certain industry barriers and qualification value
3. Control premium
   : After the completion of the acquisition, Sunflower would hold 100% equity interest in Beide Pharmaceutical, with control integration value

1. Weak profitability
   : Net profit margin is only 5.97%, net profit is only RMB 12 million, making it difficult to support a high valuation
2. Downward performance trend
   : 2024 operating revenue decreased by approximately 12% YoY, casting doubt on growth potential
3. Overvalued historical valuation
   : The 2018 acquisition price of RMB 750 million (corresponding to a PE ratio of approximately 62.5x) may no longer be applicable in the current market environment

1. Lack of clear valuation anchor
   : According to public information, as of January 15, 2026, the valuation of Beide Pharmaceutical has not been finally determined[1]. Promoting the restructuring without confirming the valuation itself has procedural flaws.

2. Valuation deviates from fundamentals
   : Based on current financial data, the value range of 40% equity interest derived from multiple valuation methods is RMB 144 million - RMB 174 million (PB/PS methods), which is significantly different from the 2018 historical valuation of RMB 300 million.

3. Information disclosure issues
   : This restructuring has been identified by regulators as suspected of “misleading statements”[2], and there may be false or exaggerated information in the valuation process.

4. Transaction terminated
   : The transaction has been terminated due to the regulatory investigation[1], which is in itself the biggest question mark over the transaction’s rationality.

Risk Type	Risk Level	Description
Information Disclosure Risk	High	Restructuring proposal is suspected of misleading statements and has been placed under investigation
Target Asset Risk	High	Xipu Material’s production capacity data is questionable, which may affect the overall transaction
Valuation Rationality Risk	Medium	Valuation methods are not fully disclosed, with insufficient fundamental support
Regulatory Investigation Risk	High	Regulatory intervention has been triggered, potential penalties may be imposed

[1] Sina Finance - “Limit Down at Opening! Sunflower Placed Under Investigation, Asset Restructuring Terminated” (https://finance.sina.com.cn/jjxw/2026-01-15/doc-inhhiyxz3455362.shtml)

[2] China Fund Journal - “Zhejiang Regulatory Bureau Launches Investigation into Sunflower” (https://www.chnfund.com/article/AR97c94e70-8312-5896-3187-3a1ececb2ab9)

[3] Tencent News - 2024 Financial Data and Valuation Indicators of Zhejiang Beide Pharmaceutical (https://inews.gtimg.com/om_bt/OMnj4SB8y6egRV0kv8afx-I7rclZjSRIG4x8nkFbXOlOcAA/641)

: The chart above shows Beide Pharmaceutical’s 2024 financial indicators, comparison of four valuation methods, valuation range distribution, and transaction risk assessment results. Overall, the valuation of this transaction carries significant uncertainty in the current regulatory environment, and investors should exercise caution.