海利生物12月12日公告，公司拟收购陕西瑞盛生物科技有限公司剩余41%股权，本次交易完成后，对瑞 盛生物的持股比例达到96%。本次交易构成关联交易，未构成重大资产重组。 ...

证券代码：603718 证券简称：海利生物 公告编号：2025-058 上海海利生物技术股份有限公司 2025 年 12 月 1 日，上海海利生物技术股份有限公司（以下简称"公司""上 市公司"或"海利生物"）收到上海证券交易所上市公司管理一部下发的《关于上 海海利生物技术股份有限公司收购子公司少数股权的监管工作函》（上证公函【2025】 3974 号）（以下简称"监管工作函"）。根据《监管工作函》的要求，公司对《监 管工作函》所列事项逐一复核落实，现就《监管工作函》所列事项进行逐项回复并 说明如下。 本回复的字体代表以下含义： | 字体 | 含义 | | --- | --- | | 黑体（加粗） | 监管工作函所列问题 | | 宋体 | 对监管工作函所列问题的回复及说明 | 本监管工作函回复中，若出现总数与各分项数值之和尾数不符的情况，均为四 舍五入原因造成。 关于对上海证券交易所《关于上海海利生物技术股份有 限公司收购子公司少数股权的监管工作函》的回复公告 本公司董事会及全体董事保证本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、准确性和完整性承担个别及连带责任。 风险提示： ...

证券日报网讯12月12日，海利生物（603718）在互动平台回答投资者提问时表示，公司产品出口的比例 非常低，不构成重大影响。 ...

Core Viewpoint - The acquisition of the remaining 41% stake in Ruisheng Bio by Haili Bio for approximately 399.3 million yuan raises concerns about the stability of the target's performance, valuation adjustments, and the transparency of related party transactions [1][5]. Group 1: Transaction Pricing and Performance Capability Concerns - In October 2024, Haili Bio acquired 55% of Ruisheng Bio for 935 million yuan, with an initial valuation of 1.7 billion yuan. However, due to intensified industry price wars and changes in tax policies, Ruisheng Bio's performance declined sharply, with a 40% drop in product prices in Q2 2025 [2][8]. - Following this, Haili Bio renegotiated the valuation down to 974 million yuan, adjusting the purchase price to 535.7 million yuan, with Meilun Company required to refund 399.3 million yuan. However, Meilun Company stated it could not pay this cash due to "funding difficulties," leading to a debt-for-equity swap [2][8]. - There are concerns regarding Meilun Company's ability to fulfill performance compensation commitments, which require Ruisheng Bio to achieve a cumulative net profit of no less than 233 million yuan from 2024 to 2026, with approximately 95 million yuan still needed in the remaining two years [2][8]. Group 2: Rapid Performance Decline and Valuation Concerns - Initially, Ruisheng Bio was projected to have a net profit of 138 million yuan in 2024, but the situation deteriorated in 2025 due to a shift in tax policy, increasing the VAT rate from 3% to 13%, significantly eroding profits. The net profit for the first three quarters was 43.06 million yuan, falling short of the adjusted annual commitment of 50 million yuan [3][9]. - Despite an assessment report indicating a shareholder equity valuation of 974 million yuan, a 223.21% increase from the book value, the significant decline in profitability raises doubts about the feasibility of future profit forecasts relied upon by the income approach [3][9]. - The valuation of Ruisheng Bio soared from 116 million yuan for 60% of its equity in 2022 to 1.7 billion yuan two years later, and although it has since halved, it remains significantly higher than previous transaction prices, questioning the ongoing reasonableness of the valuation [3][9]. Group 3: Capital Operation Path and Minority Shareholder Rights - The series of transactions from Meilun Company's transfer of Ruisheng Bio's equity in 2022 to the high valuation sale to Haili Bio in 2024, followed by the debt-for-equity swap, indicates that Meilun Company has successfully monetized most of its equity [4][10]. - Haili Bio claims that through renegotiation of the valuation, it has "reduced investment costs and controlled investment risks." However, investor concerns persist regarding the exit of significant shareholders from the top ten shareholder list post-acquisition, raising questions about the actual success of the acquisition [4][10]. - Despite the company's assertion that shareholder reductions were personal arrangements, the rapid decline in the target's performance, the counterparty's insufficient performance capability, and the delayed recognition of related party transactions leave uncertainty about whether minority shareholders' interests are adequately protected [4][10].

证券之星消息，12月11日动物保健板块较上一交易日下跌0.55%，海利生物领跌。当日上证指数报收于 3873.32，下跌0.7%。深证成指报收于13147.39，下跌1.27%。动物保健板块个股涨跌见下表： 从资金流向上来看，当日动物保健板块主力资金净流出2897.79万元，游资资金净流入351.31万元，散户 资金净流入2546.49万元。动物保健板块个股资金流向见下表： 以上内容为证券之星据公开信息整理，由AI算法生成（网信算备310104345710301240019号），不构成投资建议。 ...

Core Insights - The animal health sector experienced a rise of 1.81% on December 8, with BioShares leading the gains [1] - The Shanghai Composite Index closed at 3924.08, up 0.54%, while the Shenzhen Component Index closed at 13329.99, up 1.39% [1] Stock Performance - BioShares (600201) closed at 14.39, with a significant increase of 7.39% and a trading volume of 717,500 shares, amounting to a turnover of 1.014 billion yuan [1] - Other notable stocks included: - Zhongmu Co. (600195) at 8.09, up 1.25% [1] - Deyu Bio (920970) at 7.88, up 0.90% [1] - Yongshun Bio (920729) at 8.85, up 0.80% [1] - Ruipu Bio (300119) at 19.37, up 0.73% [1] Capital Flow Analysis - The animal health sector saw a net outflow of 27.984 million yuan from institutional investors, while retail investors contributed a net inflow of 4.809 million yuan [2] - The main capital flow for BioShares (600201) showed a net inflow of 26.5384 million yuan from institutional investors, despite a net outflow of 35.9123 million yuan from retail investors [3] - Other stocks like *ST Lvkang (002868) and Huisheng Bio (300871) also experienced varied capital flows, with institutional and retail investors showing different trends [3]

上海海利生物技术股份有限公司 2025 年第三次临时股东会 会议资料 1、互联网投票平台投票时间：2025 年 12 月 16 日的 9:15－15:00 2、交易系统投票平台投票时间：2025 年 12 月 16 日的交易时间段，即 9:15 －9:25，9:30－11:30，13:00－15:00 三、现场会议召开地点 上海市黄浦区淮海中路 138 号 805 室 四、会议主持 二〇二五年十二月 上海 上海海利生物技术股份有限公司 2025 年第三次临时股东会议程 一、现场会议召开时间 2025 年 12 月 16 日（星期二）13:30 二、网络投票时间 （九）主持人宣读 2025 年第三次临时股东会决议 （十）见证律师宣读 2025 年第三次临时股东会法律意见书 （十一）出席董事签署 2025 年第三次临时股东会决议和会议记录 （十二）主持人宣布 2025 年第三次临时股东会结束 上海海利生物技术股份有限公司 董事长张海明先生 五、会议议程 （一）主持人宣布 2025 年第三次临时股东会开始，报告出席会议的股东人 数及代表股份总数 （二）介绍出席会议的董事、高级管理人员、见证律师等人员情况 （三）推举 ...

Core Viewpoint - The acquisition of a 41% stake in Shaanxi Ruisheng Biotechnology Co., Ltd. by Shanghai Haili Biotechnology Co., Ltd. is primarily a means to offset a transaction price difference due to declining performance of Ruisheng Biotech, which has been impacted by increased competition and policy changes [2][3][4]. Group 1: Acquisition Details - On November 30, Haili Biotech signed an agreement to acquire a 41% stake in Ruisheng Biotech from Meilun Management Co., Ltd. [2] - The original acquisition of 55% of Ruisheng Biotech was completed in October 2024 for 935 million yuan, with performance guarantees set for the following years [3]. - Due to a decline in Ruisheng's performance starting in Q2 2024, Haili Biotech adjusted the valuation of the acquisition, reducing the price from 935 million yuan to 535.7 million yuan, resulting in a price difference of approximately 399.3 million yuan that Meilun was unable to pay in cash [3][4]. Group 2: Financial Performance - Ruisheng Biotech's revenue for 2024 and the first nine months of 2025 was 265 million yuan and 105 million yuan, respectively, with net profits of 139 million yuan and 43.06 million yuan [5]. - The valuation of Ruisheng Biotech was adjusted to 974 million yuan, reflecting a significant increase from its book value of 301 million yuan, resulting in a valuation increase of 673 million yuan, or 223.21% [6]. - Haili Biotech's revenue for 2024 was 271 million yuan, a 12.59% increase year-on-year, with a net profit of 171 million yuan, representing a 172.28% increase [7]. Group 3: Market Challenges - Haili Biotech's main businesses, including in vitro diagnostic reagents and oral tissue repair materials, are facing pressures due to intensified market competition and declining product prices [8]. - In Q3 2025, Haili Biotech experienced a significant revenue decline of 40.2% year-on-year, with total revenue of 150 million yuan, a 14.15% decrease compared to the previous year [8].

Core Viewpoint - The acquisition of a 41% stake in Shaanxi Ruisheng Biotechnology Co., Ltd. by Shanghai Haili Biotechnology Co., Ltd. is primarily a means to offset a transaction price difference due to declining performance of Ruisheng [1][2][3] Group 1: Acquisition Details - Haili Biotechnology signed an agreement to acquire a 41% stake in Ruisheng from Meilun Management Co., Ltd. to offset a transaction price difference of approximately 399.3 million yuan [1][2] - The original acquisition of 55% of Ruisheng was completed in October 2024 for 935 million yuan, with performance guarantees set for the following years [2][3] - Due to a decline in Ruisheng's performance starting in Q2 2024, Haili adjusted the valuation of Ruisheng from 1.7 billion yuan to 974 million yuan, leading to a reduced transaction price [2][5] Group 2: Financial Performance - Ruisheng's revenue for 2024 and the first nine months of 2025 was 265 million yuan and 105 million yuan, respectively, with a net profit of 139 million yuan [4] - Haili's revenue for 2024 was 271 million yuan, a 12.59% increase year-on-year, and net profit was 171 million yuan, a 172.28% increase [7] - In Q3 2025, Haili's revenue dropped significantly by 40.2% year-on-year, attributed to intensified market competition and declining product prices [9] Group 3: Market Context - The oral tissue repair and regeneration materials market, where Ruisheng operates, is facing increased competition and price declines, impacting overall performance [8] - Haili's main business segments, including in vitro diagnostic reagents and oral tissue repair materials, are under pressure due to policy changes and market dynamics [8]

Group 1 - The average price of live pigs in China is 11.63 yuan/kg as of November 29, showing a decline of 1.11% compared to the previous weekend, with the industry facing a loss of 111 yuan per head for nine consecutive weeks [1] - The price of weaned piglets at 7 kg is 209 yuan per head, with an average loss of approximately 81 yuan per head for exported piglets this week [1] - The average slaughter weight this week is 129.22 kg, with a slight increase of 0.41 kg week-on-week, while the average slaughter weight for smallholders is at a high of 145.17 kg [1] Group 2 - The demand side shows an increase in daily slaughter volume by 3.39% week-on-week, driven by northern slaughterhouses responding to low pig prices and the onset of seasonal consumption in southern markets [1] - There are sporadic outbreaks of pig diseases in certain regions due to cooler weather, with the proportion of pigs under 90 kg in total slaughter increasing to 4.83%, up by 0.34% from last week [1] - The agricultural team emphasizes the importance of monitoring the pig sector's capacity reduction due to production cuts, losses in farming, and disease interference, suggesting that capacity may continue to decrease [1] Group 3 - As of December 3, 2025, the CSI Livestock Breeding Index shows significant gains for several stocks, including Luoniushan up by 9.98% and Yike Foods up by 3.36% [2] - The Livestock ETF closely tracks the CSI Livestock Breeding Index, which includes companies involved in feed, veterinary drugs, and livestock farming [2] - The top ten weighted stocks in the CSI Livestock Breeding Index account for 65.6% of the index, with major companies like Muyuan Foods and Wens Foodstuffs leading the list [2]