LakeShore Biopharma (LSB) buyout proposal slashed to US$0.06 per share

Rhea-AI Filing Summary

LakeShore Biopharma’s controlling shareholder group filed Amendment No. 5 to its Schedule 13D, outlining a sharply revised going‑private proposal. The consortium now proposes to buy all publicly held ordinary shares at US$0.06 per share, compared with the prior US$0.90 offer, via equity funding and rollover of existing holdings.

The filing cites arbitral awards imposing approximately RMB576.5 million of monetary liabilities and related litigation uncertainty as key reasons for the lower price, warning these could materially weaken the company’s financial condition. If completed, the merger would take LakeShore private, terminate SEC registration and remove its shares from the OTC Pink market. The proposal remains non‑binding, with no assurance that definitive agreements or a transaction will be consummated.

Insights

M&A and special situations analyst

Controlling group slashes going‑private price to US$0.06 amid heavy award liabilities.

The controlling investors of LakeShore Biopharma now propose to acquire all publicly held shares at US$0.06 per share instead of US$0.90, funded with equity capital and rollover stakes. The transaction would take the company private and delist it from OTC Pink if completed.

The consortium points to arbitral awards totaling about RMB576.5 million, which they state have had, and are expected to continue to have, a material adverse effect on LakeShore’s financial condition. They reference the low success rate of overturning such awards and the time and uncertainty of multiple court rounds.

The offer is explicitly non‑binding and subject to definitive agreements, so completion risk is high. However, with the lead holder group already controlling about 51% of outstanding ordinary shares as of June 30, 2025, this revised price may anchor expectations for any going‑private outcome unless the special committee negotiates alternative terms.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

LakeShore Biopharma Co., Ltd

(Name of Issuer)

Ordinary Shares, par value $0.0002 per share

(Title of Class of Securities)

G9845F208

(CUSIP Number)

Huaqin Xue
c/o Kingston Chambers, PO Box 173, Road Town
Tortola, D8, VG1110
86 133 3571 1066

Oceanpine Capital Inc.
c/o Suite 2207-9, 22/F, Tower Two, Lippo Centre, 89 Queensway
Admiralty, K3, 000000
86 (10) 6195 9000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/24/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): G9845F208

1

Name of reporting person

Huaqin Xue

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

HONG KONG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 21,021,332.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 21,021,332.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

21,021,332.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

51.0 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Each of row 7, 9 and 11 represents 21,021,332 ordinary shares held by Crystal Investment (as defined below). Each ordinary share is entitled to one vote. Crystal Investment is a wholly owned subsidiary of Crystal Holdings (as defined below). Huaqin Xue is a director of both Crystal Investment and Crystal Holdings and is the sole shareholder of Crystal Holdings. Based on the foregoing, Huaqin Xue may be deemed to be the beneficial owner of the ordinary shares held by Crystal Investment. Row 13 represents the percentage that is calculated based on 41,212,693 outstanding ordinary shares as of June 30, 2025, as disclosed in the Issuer's Form 20-F, filed on July 31, 2025.

SCHEDULE 13D

CUSIP Number(s): G9845F208

1

Name of reporting person

Crystal Peak Holdings Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 21,021,332.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 21,021,332.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

21,021,332.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

51.0 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Each of row 7, 9 and 11 represents 21,021,332 ordinary shares held by Crystal Investment, which is wholly owned by Crystal Holdings. Each ordinary share is entitled to one vote. Row 13 represents the percentage that is calculated based on 41,212,693 outstanding ordinary shares as of June 30, 2025, as disclosed in the Issuer's Form 20-F, filed on July 31, 2025.

SCHEDULE 13D

CUSIP Number(s): G9845F208

1

Name of reporting person

Crystal Peak Investment Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 21,021,332.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 21,021,332.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

21,021,332.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

51.0 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Each of row 7, 9 and 11 represents 21,021,332 ordinary shares held by Crystal Investment. Each ordinary share is entitled to one vote. Row 13 represents the percentage that is calculated based on 41,212,693 outstanding ordinary shares as of June 30, 2025, as disclosed in the Issuer's Form 20-F, filed on July 31, 2025.

SCHEDULE 13D

CUSIP Number(s): G9845F208

1

Name of reporting person

Dave Liguang Chenn

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 462,760.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 462,760.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

462,760.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.1 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Each of row 7, 9 and 11 represents (i) 410,560 ordinary shares held by Oceanpine Investment (as defined below), and (ii) 52,200 ordinary shares held by Oceanpine Capital (as defined below). Each ordinary share is entitled to one vote. As Dave Liguang Chenn is the managing partner of both Oceanpine Investment and Oceanpine Capital, he may be deemed to be the beneficial owner of the ordinary shares held by Oceanpine Investment and Oceanpine Capital. Row 13 represents the percentage that is calculated based on 41,212,693 outstanding ordinary shares as of June 30, 2025, as disclosed in the Issuer's Form 20-F, filed on July 31, 2025.

SCHEDULE 13D

CUSIP Number(s): G9845F208

1

Name of reporting person

Oceanpine Investment Fund II LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 410,560.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 410,560.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

410,560.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.0 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Each of row 7, 9 and 11 represents 410,560 ordinary shares held by Oceanpine Investment. Each ordinary share is entitled to one vote. Row 13 represents the percentage that is calculated based on 41,212,693 outstanding ordinary shares as of June 30, 2025, as disclosed in the Issuer's Form 20-F, filed on July 31, 2025.

SCHEDULE 13D

CUSIP Number(s): G9845F208

1

Name of reporting person

Oceanpine Capital Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 52,200.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 52,200.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

52,200.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.1 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Each of row 7, 9 and 11 represents 52,200 ordinary shares held by Oceanpine Capital. Each ordinary share is entitled to one vote. Row 13 represents the percentage that is calculated based on 41,212,693 outstanding ordinary shares as of June 30, 2025, as disclosed in the Issuer's Form 20-F, filed on July 31, 2025.

SCHEDULE 13D

CUSIP Number(s): G9845F208

1

Name of reporting person

Adjuvant Capital Management, L.L.C.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 290,298.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 290,298.00

11

Aggregate amount beneficially owned by each reporting person

290,298.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.70 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Each of row 8, 10 and 11 represents (i) 243,630 ordinary shares held by Adjuvant Fund (as defined below) and (ii) 46,668 ordinary shares held by Adjuvant Fund DE (as defined below). Each ordinary share is entitled to one vote. Adjuvant GP (as defined below) is the sole general partner of Adjuvant Fund and Adjuvant Fund DE. Adjuvant Management (as defined below) is the sole general partner of Adjuvant GP. Therefore, Adjuvant Management may be deemed to be the beneficial owner of the ordinary shares held by Adjuvant Fund and Adjuvant Fund DE. Row 13 represents the percentage that is calculated based on 41,212,693 outstanding ordinary shares as of June 30, 2025, as disclosed in the Issuer's Form 20-F, filed on July 31, 2025.

SCHEDULE 13D

CUSIP Number(s): G9845F208

1

Name of reporting person

Adjuvant Capital GP, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 290,298.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 290,298.00

11

Aggregate amount beneficially owned by each reporting person

290,298.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.70 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Each of row 8, 10 and 11 represents (i) 243,630 ordinary shares held by Adjuvant Fund and (ii) 46,668 ordinary shares held by Adjuvant Fund DE. Each ordinary share is entitled to one vote. Adjuvant GP is the sole general partner of Adjuvant Fund and Adjuvant Fund DE, and may be deemed to beneficially own the ordinary shares held by Adjuvant Fund and Adjuvant Fund DE. Row 13 represents the percentage that is calculated based on 41,212,693 outstanding ordinary shares as of June 30, 2025, as disclosed in the Issuer's Form 20-F, filed on July 31, 2025.

SCHEDULE 13D

CUSIP Number(s): G9845F208

1

Name of reporting person

Adjuvant Global Health Technology Fund, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 243,630.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 243,630.00

11

Aggregate amount beneficially owned by each reporting person

243,630.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.59 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Each of row 8, 10 and 11 represents 243,630 ordinary shares held by Adjuvant Fund. Each ordinary share is entitled to one vote. Row 13 represents the percentage that is calculated based on 41,212,693 outstanding ordinary shares as of June 30, 2025, as disclosed in the Issuer's Form 20-F, filed on July 31, 2025.

SCHEDULE 13D

CUSIP Number(s): G9845F208

1

Name of reporting person

Adjuvant Global Health Technology Fund DE, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 46,668.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 46,668.00

11

Aggregate amount beneficially owned by each reporting person

46,668.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.11 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Each of row 8, 10 and 11 represents 46,668 ordinary shares held by Adjuvant Fund DE. Each ordinary share is entitled to one vote. Row 13 represents the percentage that is calculated based on 41,212,693 outstanding ordinary shares as of June 30, 2025, as disclosed in the Issuer's Form 20-F, filed on July 31, 2025.

SCHEDULE 13D

CUSIP Number(s): G9845F208

1

Name of reporting person

MSA China Growth Fund II GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 112,904.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 112,904.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

112,904.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.27 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Each of row 7, 9 and 11 represents 112,904 ordinary shares held by MSA Growth (as defined below). Each ordinary share is entitled to one vote. MSA China Growth (as defined below) is the general partner of MSA Growth, and may be deemed to beneficially own the ordinary shares held by MSA Growth. Row 13 represents the percentage that is calculated based on 41,212,693 outstanding ordinary shares as of June 30, 2025, as disclosed in the Issuer's Form 20-F, filed on July 31, 2025.

SCHEDULE 13D

CUSIP Number(s): G9845F208

1

Name of reporting person

MSA Growth Fund II, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 112,904.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 112,904.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

112,904.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.27 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Each of row 7, 9 and 11 represents 112,904 ordinary shares held by MSA Growth. Each ordinary share is entitled to one vote. Row 13 represents the percentage that is calculated based on 41,212,693 outstanding ordinary shares as of June 30, 2025, as disclosed in the Issuer's Form 20-F, filed on July 31, 2025.

SCHEDULE 13D

CUSIP Number(s): G9845F208

1

Name of reporting person

Superstring Capital Management LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 30,792.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 30,792.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

30,792.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.07 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Each of row 7, 9 and 11 represents 30,792 ordinary shares held by Superstring Capital (as defined below). Each ordinary share is entitled to one vote. Superstring Management (as defined below) serves as the investment manager of Superstring Capital, and may be deemed to beneficially own the ordinary shares held by Superstring Capital. Row 13 represents the percentage that is calculated based on 41,212,693 outstanding ordinary shares as of June 30, 2025, as disclosed in the Issuer's Form 20-F, filed on July 31, 2025.

SCHEDULE 13D

CUSIP Number(s): G9845F208

1

Name of reporting person

Superstring Capital Master Fund LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 30,792.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 30,792.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

30,792.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.07 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Each of row 7, 9 and 11 represents 30,792 ordinary shares held by Superstring Capital. Each ordinary share is entitled to one vote. Row 13 represents the percentage that is calculated based on 41,212,693 outstanding ordinary shares as of June 30, 2025, as disclosed in the Issuer's Form 20-F, filed on July 31, 2025.

SCHEDULE 13D

CUSIP Number(s): G9845F208

1

Name of reporting person

Epiphron Capital (Hong Kong) Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

HONG KONG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 70,083.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 70,083.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

70,083.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.17 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Each of row 7, 9 and 11 represents 70,083 ordinary shares held by Epiphron Capital (as defined below). Each ordinary share is entitled to one vote. Row 13 represents the percentage that is calculated based on 41,212,693 outstanding ordinary shares as of June 30, 2025, as disclosed in the Issuer's Form 20-F, filed on July 31, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares, par value $0.0002 per share
(b)	Name of Issuer: LakeShore Biopharma Co., Ltd
(c)	Address of Issuer's Principal Executive Offices: Building No. 2, 38 Yongda Road, Daxing Biomedical Industry Park, Daxing, Beijing, CHINA , 102629.
Item 1 Comment: This statement on Schedule 13D constitutes Amendment No. 5 to the initial Schedule 13D (the "Original Schedule 13D") filed with the Securities and Exchange Commission as of July 22, 2025, as amended by Amendment No. 1 to the Original Schedule 13D filed as of August 27, 2025, Amendment No. 2 to the Original Schedule 13D filed as of October 29, 2025, Amendment No. 3 to the Original Schedule 13D filed as of November 4, 2025, and Amendment No. 4 to the Original Schedule 13D filed as of February 5, 2026 (together with the Original Schedule 13D, the "Original Filings"), with respect to the ordinary shares, par value $0.0002 per share (the "Ordinary Shares") of the Issuer. Except as amended and supplemented herein, the Original Filings are unmodified and remain in full force and effect as to the applicable reporting persons thereof.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and supplemented by adding the following at the end thereof: The Reporting Persons anticipate, as of the date of this Amendment No. 5 to Schedule 13D, that if the Proposed Revised Transaction (as defined in Item 4 below) is consummated on the terms contemplated by the Second Revised Proposal (as defined in Item 4 below), the Consortium will acquire all of the Publicly Held Shares at the price of US$0.06 per Ordinary Share. The source of funds remains the same as contemplated under the existing Merger Agreement. For the avoidance of doubt, it is anticipated that the funding for the Proposed Revised Transaction will be provided by equity capital arranged by the Reporting Persons. It is also anticipated that Reporting Persons who are existing shareholders of the Issuer will roll over their equity interests in the Issuer to an acquisition vehicle. The Proposed Revised Transaction is not expected to be subject to a financing condition. The information set forth in or incorporated by reference in Item 4 of this Schedule 13D is incorporated herein by reference in its entirety.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended and supplemented by adding the following at the end thereof: On March 24, 2026, Parent and Merger Sub submitted a revised non-binding proposal letter (the "Second Revised Proposal") to the special committee of the board of directors of the Issuer in connection with the Merger. In the Second Revised Proposal, Parent and Merger Sub proposed to revise the consideration paid per Ordinary Share in the Merger from US$0.90 to US$0.06 (the "Proposed Revised Transaction") and to amend certain terms of the Merger Agreement and other transaction documents and certain information in the transaction statement on Schedule 13E-3 and the proxy statement to reflect the terms of the Proposed Revised Transaction. The proposed price adjustment reflects the Consortium's consideration of the following factors: (a) based on the Consortium's understanding and publicly available information, the success rate of applications to set aside or to refuse enforcement of arbitral awards by a competent court in the People's Republic of China is low, and accordingly, the substantial monetary liabilities of approximately RMB576.5 million in the aggregate imposed by the Awards have had, and would reasonably be expected to continue to have, a material adverse effect on the Issuer's financial condition, including potentially rendering the Issuer unable to pay its debts as they become due and payable; (b) overturning the Awards and obtaining a judgment in favor of the Issuer would require several rounds of litigation and court proceedings, the outcome of which is subject to significant uncertainty; (c) even if the Issuer were ultimately to succeed in overturning the Awards and obtaining a favorable outcome, such process would be expected to take a considerable amount of time to complete; and (d) notwithstanding the significant uncertainty, the prolonged process and risks associated with the Awards, the Consortium remains committed to assuming such risks and proceeding with the Proposed Revised Transaction in order to provide the unaffiliated security holders (as defined in Rule 13e-3 of the Securities Exchange Act of 1934, as amended) of the Issuer with an opportunity to realize value for their Ordinary Shares, which value could otherwise be further diminished or reduced to nil in the absence of the Proposed Revised Transaction. If the Proposed Revised Transaction is consummated, the Ordinary Shares would become eligible for termination of registration pursuant to Section 12(g)(4) of the Act and would no longer be listed for quotation on OTC Pink tier of the OTC Markets. In addition, the Proposed Revised Transaction could result in one or more of the actions specified in clauses (a)-(j) of Item 4 of Schedule 13D, including the acquisition or disposition of securities of the Issuer, a merger or other extraordinary transaction involving the Issuer, a change to the board of directors of the Issuer (as the surviving company in the merger) to consist of persons to be designated by the Consortium, and a change in the Issuer's memorandum and articles of association to reflect that the Issuer would become a privately held company. No assurance can be given that any proposal, any definitive agreement or any transaction relating to the Proposed Revised Transaction will be entered into or consummated. The Second Revised Proposal provides that a binding obligation with respect to the Proposed Revised Transaction will result only from the execution of definitive agreements, and then only on terms and conditions provided in such agreements. The information disclosed in Item 4 of this Amendment No. 5 to Schedule 13D does not purport to be complete and is qualified in its entirety by reference to the Second Revised Proposal, a copy of which is filed as Exhibit 99.18 and is incorporated herein by reference in its entirety. Except as disclosed in this Schedule 13D, the Reporting Persons currently have no plans or proposals that relate to or would result in any transaction, event or action enumerated in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	The responses of each Reporting Person to Rows (7) through (13) of the cover pages are hereby incorporated by reference in this Item 5. The percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is based on 41,212,693 Ordinary Shares outstanding as of June 30, 2025 as disclosed in the Issuer's Form 20-F, filed on July 31, 2025. Except as otherwise stated herein, each Reporting Person expressly disclaims any beneficial ownership of the Ordinary Shares held by each other Reporting Person.
(b)	See Item 5(a) above.
(c)	Except as disclosed in this Schedule 13D, none of the Reporting Persons has effected any transaction in the Ordinary Shares during the past 60 days.
(d)	Except as disclosed in this Schedule 13D, to the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares beneficially owned by any of the Reporting Persons.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended and supplemented by adding the following at the end thereof: The Reporting Persons' Response to Item 4 of this Amendment No. 5 to Schedule 13D is incorporated by reference to this Item 6. To the best knowledge of the Reporting Persons, except as provided herein or incorporated by reference in this Amendment, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and between any of the Reporting Persons and any other person with respect to any securities of the Issuer, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the securities of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	99.17 Joint Filing Agreement dated March 25, 2026 by and among the Reporting Persons. 99.18 Second Revised Proposal dated March 24, 2026 from Oceanpine Skyline Inc. and Oceanpine Merger Sub Inc.to the special committee of the board of directors of the Issuer.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Huaqin Xue

Signature:	/s/ Huaqin Xue
Name/Title:	Huaqin Xue
Date:	03/25/2026

Crystal Peak Holdings Inc.

Signature:	/s/ Huaqin Xue
Name/Title:	Huaqin Xue/Director
Date:	03/25/2026

Crystal Peak Investment Inc.

Signature:	/s/ Huaqin Xue
Name/Title:	Huaqin Xue/Director
Date:	03/25/2026

Dave Liguang Chenn

Signature:	/s/ Dave Liguang Chenn
Name/Title:	Dave Liguang Chenn
Date:	03/25/2026

Oceanpine Investment Fund II LP

Signature:	/s/ Dave Liguang Chenn
Name/Title:	Dave Liguang Chenn/Director
Date:	03/25/2026

Oceanpine Capital Inc.

Signature:	/s/ Jiayu Yang
Name/Title:	Jiayu Yang/Director
Date:	03/25/2026

Adjuvant Capital Management, L.L.C.

Signature:	/s/ Kabeer Aziz
Name/Title:	Kabeer Aziz/Vice President & Secretary
Date:	03/25/2026

Adjuvant Capital GP, L.P.

Signature:	/s/ Kabeer Aziz
Name/Title:	Kabeer Aziz/Vice President & Secretary
Date:	03/25/2026

Adjuvant Global Health Technology Fund, L.P.

Signature:	/s/ Kabeer Aziz
Name/Title:	Kabeer Aziz/Vice President & Secretary
Date:	03/25/2026

Adjuvant Global Health Technology Fund DE, L.P.

Signature:	/s/ Kabeer Aziz
Name/Title:	Kabeer Aziz/Vice President & Secretary
Date:	03/25/2026

MSA China Growth Fund II GP, LLC

Signature:	/s/ Yu (Jenny) Zeng
Name/Title:	Yu (Jenny) Zeng/Manager
Date:	03/25/2026

MSA Growth Fund II, L.P.

Signature:	/s/ Yu (Jenny) Zeng
Name/Title:	Yu (Jenny) Zeng/Managing Partner
Date:	03/25/2026

Superstring Capital Management LP

Signature:	/s/ Ting Guo
Name/Title:	Ting Guo/Managing Partner
Date:	03/25/2026

Superstring Capital Master Fund LP

Signature:	/s/ Ting Guo
Name/Title:	Ting Guo/General Partner
Date:	03/25/2026

Epiphron Capital (Hong Kong) Limited

Signature:	/s/ Sherry Xiaoyu Liu
Name/Title:	Sherry Xiaoyu Liu/Director
Date:	03/25/2026

FAQ

What change did LakeShore Biopharma’s Amendment No. 5 disclose to its buyout proposal?

The amendment describes a revised, non‑binding going‑private proposal at US$0.06 per ordinary share, replacing an earlier US$0.90 price. The consortium would acquire all publicly held shares and fund the deal with equity capital and rollover of existing shareholder interests.

Why was the LakeShore Biopharma (LSB) offer price reduced to US$0.06 per share?

The consortium cites arbitral awards imposing about RMB576.5 million of monetary liabilities and low success rates for overturning such awards. They state these have had, and are expected to continue to have, a material adverse effect on LakeShore Biopharma’s financial condition and outlook.

How much of LakeShore Biopharma’s stock do the main reporting persons control?

The filing shows entities led by Huaqin Xue beneficially owning 21,021,332 ordinary shares, or about 51.0% of the class. Percentages are based on 41,212,693 ordinary shares outstanding as of June 30, 2025, from LakeShore’s Form 20‑F.

What happens to LakeShore Biopharma’s listing if the proposed merger is completed?

If the proposed merger closes, LakeShore Biopharma’s ordinary shares would become eligible for termination of registration under Section 12(g)(4). The shares would no longer be listed for quotation on the OTC Pink market, effectively eliminating public trading access.

Is the LakeShore Biopharma US$0.06 per share transaction already binding?

No, the document states the Second Revised Proposal is non‑binding. A binding obligation would arise only upon signing definitive agreements, which may or may not occur, and the filing gives no assurance that any transaction will ultimately be consummated.

How is the proposed LakeShore Biopharma transaction expected to be financed?

The reporting persons expect funding to come from equity capital arranged by the consortium, with existing shareholder reporting persons rolling over their equity into an acquisition vehicle. The proposal states the revised transaction is not expected to be subject to a financing condition.

What litigation or award risks affect LakeShore Biopharma in this filing?

The filing references arbitral awards totaling about RMB576.5 million against LakeShore Biopharma. It notes low success rates in setting aside such awards in China and indicates these liabilities could continue to materially weaken the company’s financial condition over time.