Core Viewpoint - Haili Biological has adjusted the acquisition price of 55% equity in Ruisheng Biological from 935 million yuan to 536 million yuan due to industry policy changes and intensified market competition, aiming to mitigate goodwill impairment risks [2][5][6]. Company Summary - Haili Biological completed the acquisition of Ruisheng Biological in October 2024, marking a significant business transformation into the oral repair materials sector [2]. - The acquisition price was initially set at 935 million yuan, but was later reduced to 536 million yuan, with a difference of approximately 399 million yuan to be refunded by Meilun Management [5][6]. - The adjustment reflects a decrease in Ruisheng Biological's valuation from 1.711 billion yuan to 974 million yuan, resulting in a significant reduction in goodwill [5][6]. - Haili Biological still holds 55% of Ruisheng Biological after the price adjustment, which is expected to positively impact cash flow [2][6]. Industry Summary - Ruisheng Biological specializes in human tissue repair and regenerative medical products, including oral bone graft materials and absorbable membranes [3]. - The market has seen an influx of new competitors, leading to price wars that have negatively impacted Ruisheng Biological's product pricing, with a nearly 30% decrease in prices compared to Q1 2024 and a further 40% drop in Q2 2025 [4][9]. - The tightening of tax incentives has also adversely affected Ruisheng Biological's revenue and profit margins, as the company shifted from a simplified tax rate of 3% to a general tax rate of 13% [5]. - Despite the challenges, Haili Biological anticipates long-term growth in the oral repair materials market driven by aging populations and increasing demand for dental implants [9][10].

Core Viewpoint - The company, Haili Biological, is facing challenges after a high-premium acquisition of 55% of Shaanxi Ruisheng Biological Technology Co., Ltd. for 935 million yuan, which has not met expectations due to intensified market competition and declining product prices [1][2][3]. Group 1: Acquisition Details - Haili Biological announced a price adjustment for the acquisition of Ruisheng Biological, reducing the purchase price to approximately 536 million yuan, with the seller returning about 399 million yuan [1][3]. - The initial valuation of Ruisheng Biological was 1.94 billion yuan, with a significant premium of 321.11% at the time of acquisition [2]. - The acquisition was intended to facilitate Haili's transition into the oral tissue repair and regeneration materials sector [2][3]. Group 2: Market Conditions - Since the acquisition, the market has seen the approval of around 20 similar products, leading to aggressive price competition that has forced Ruisheng Biological to lower its prices significantly [3]. - In the second quarter of 2025, Ruisheng's product prices dropped by 40%, impacting profitability despite a slight increase in market share [3][6]. - Changes in tax policies have also negatively affected Ruisheng's financial performance, shifting from a simplified tax rate of 3% to a general tax rate of 13% [3]. Group 3: Financial Performance - Haili Biological's overall profitability has been weak, with net profits fluctuating below 100 million yuan since its IPO in 2015 [1][4][5]. - In 2024, Haili reported a net profit of 171 million yuan, a year-on-year increase of 172.28%, but the adjusted net profit was only 11 million yuan, reflecting a 10.49% decline [5]. - For the first half of 2025, Ruisheng Biological's revenue and net profit were significantly lower than half of its 2024 figures, indicating ongoing financial pressure [6].

Group 1 - Jingchen Co., Ltd. plans to acquire 100% equity of Chipmy Microelectronics for a total consideration of 316 million RMB, which will make Chipmy a wholly-owned subsidiary [1] - Kingdee International announced the acquisition of approximately 63% equity of Yunzhijia Network for 68 million RMB, aiming to enhance AI capabilities in enterprise management [2] - Purun Co., Ltd. intends to acquire SHM Holdings through cash payments to various investment funds, details of the transaction are not disclosed [3] Group 2 - Jiayun Technology's wholly-owned subsidiary is acquiring the remaining 40% equity of Beijing Wanhe for 1.14 million RMB [4] - Galaxy Magnetics is planning to issue shares and pay cash to acquire 100% equity of Sichuan Kyoto Longtai Technology, while raising supporting funds [5] - Gansu Lanke High-tech Equipment Co., Ltd. intends to acquire 100% equity of Shanghai Lanya Petrochemical Equipment Testing and 51% equity of China Air Separation Engineering [6] Group 3 - Tianrun Industrial is acquiring 100% equity of Shandong Altai Automotive Parts for 135 million RMB, with the first delivery already completed [7] - ST Quan is in the preliminary planning stage to sell 100% equity of Anhui Quanwei, with a framework agreement signed [8] - Longyang Electronics completed the acquisition of 70% equity of Suzhou Deyou New Materials for cash, constituting a major asset restructuring [9] Group 4 - United Precision Manufacturing plans to acquire 51% equity of Chengdu Mite Aviation Manufacturing for cash, with an intention agreement signed [10] - Shanghai Haili Bio-Technology adjusted the acquisition price of 55% equity of Shaanxi Ruisheng Bio-Technology due to intensified industry competition and tightened tax incentives [11] - Nanjing Shangluo Electronics' wholly-owned subsidiary intends to acquire a total of 88.79% equity of Guangzhou Ligong Technology for 70 million RMB [12] Group 5 - Sanan Optoelectronics received a regulatory letter regarding the acquisition of equity in a globally renowned LED company, focusing on the company's situation and transaction pricing [13] - Longjian Co., Ltd. plans to acquire 100% equity of Guangdong Zhimiao Construction Engineering for 40,000 RMB to expand into new regional markets [14]

Market Overview - On September 16, the animal health sector declined by 0.41%, with *ST Lvkang leading the drop [1] - The Shanghai Composite Index closed at 3861.87, up 0.04%, while the Shenzhen Component Index closed at 13063.97, up 0.45% [1] Stock Performance - Key stocks in the animal health sector showed mixed performance, with the following notable movements: - Xianfeng Holdings (002141) increased by 2.27% to close at 4.06 [1] - Haili Biological (603718) rose by 1.27% to 7.17 [1] - *ST Lvkang (002868) fell by 4.34% to 23.81, leading the decline [2] - The trading volume and turnover for selected stocks were significant, with Xianfeng Holdings achieving a turnover of 1.02 billion [1] Capital Flow Analysis - The animal health sector experienced a net outflow of 15.97 million from institutional investors, while retail investors saw a net inflow of 11.29 million [2][3] - Notable capital flows included: - Biological Shares (600201) had a net inflow of 12.28 million from institutional investors [3] - *ST Lvkang (002868) saw a net outflow of 2.89 million from institutional investors [3] - Retail investors contributed positively to several stocks, including a net inflow of 12.59 million into Shenyuan Biological (688098) [3]

Core Viewpoint - The acquisition of 55% stake in Shaanxi Ruisheng Biological Technology Co., Ltd. by Haili Biological has faced significant challenges, leading to a price adjustment from 9.35 billion to 5.36 billion yuan due to declining revenue and net profit caused by market competition and tightened tax policies [1][2][3] Group 1: Acquisition Details - Haili Biological announced a supplementary agreement to adjust the acquisition price of Ruisheng Biological's 55% stake from 9.35 billion yuan to 5.36 billion yuan, requiring the seller, Meilun Company, to return a price difference of 3.99 billion yuan [1][2] - The overall valuation of Ruisheng Biological was adjusted from 17 billion yuan to 9.74 billion yuan based on an asset assessment report as of June 30 [2] - The profit commitments for 2025 and 2026 were revised to 50 million yuan and 58 million yuan, respectively [1] Group 2: Performance Challenges - Ruisheng Biological's revenue and net profit have declined due to two main factors: increased competition in the market and the tightening of previously applicable tax incentives, which has led to a shift to a general taxation method with a 13% VAT rate [2][3] - The average price of Ruisheng Biological's oral product line dropped by 40% in Q2, despite a slight increase in market share of 6% to 7% [2] - The company has faced challenges in maintaining profitability due to significant price declines that cannot be offset by market share gains [2] Group 3: Strategic Shift - Haili Biological's acquisition of Ruisheng Biological is seen as a strategic move to enter the human health sector, transitioning from the animal health industry [1][3] - Ruisheng Biological specializes in regenerative medicine products, including oral bone repair materials and absorbable biological membranes [3][4] - The company has had recent success with the acceptance of registration applications for new medical devices aimed at jawbone defect repair [4]

Core Insights - Haili Bio has reduced the acquisition price of 55% equity in Ruisheng Bio from 935 million yuan to 536 million yuan, with corresponding adjustments to performance commitments [1] - The adjusted profit commitments for 2025 and 2026 are set at 50 million yuan and 58 million yuan respectively, with a return of 399 million yuan expected from the transaction [1] - Ruisheng Bio's revenue for the first half of the year was 78.37 million yuan, with a net profit of 33.77 million yuan, both showing a decline year-on-year [1] Group 1 - The acquisition was completed in October last year, and the profit commitment for 2024 has already been met [1] - The valuation adjustment was initiated due to national policy impacts on the industry and tightening tax incentives, which affected the previously agreed equity value [1] - Ruisheng Bio's core products are natural calcined bone repair materials, and the company has faced a significant price drop in its oral product line, with a nearly 30% year-on-year decline in Q1 2025 and a 40% decline quarter-on-quarter in Q2 [1] Group 2 - Despite the performance decline, Ruisheng Bio remains an industry leader, with an increase in market share of approximately 6% to 7% for bone powder and bone membrane products compared to the same period last year [1] - The company has also submitted registration applications for two products in the first half of the year, indicating ongoing product development [1] - Haili Bio stated that the adjustment in valuation and price reduces investment costs and risks, while also mitigating the risk of failing to meet performance commitments, thereby protecting shareholder interests [1]

证券代码：603718 证券简称：海利生物 公告编号：2025－042 上海海利生物技术股份有限公司 关于重大资产购买调整交易价格并签署补充协议的公告 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。 重要内容提示： 上海海利生物技术股份有限公司（以下简称"公司""上市公司"）于 2024 年 10 月实 施完毕重大资产重组，具体为公司与美伦管理有限公司（以下简称"美伦公司"）签 订了《上海海利生物技术股份有限公司与美伦管理有限公司之股权收购协议》（以下 简称"《股权收购协议》"）、《上海海利生物技术股份有限公司与美伦管理有限公司之 股权收购之业绩补偿协议》（以下简称"《业绩补偿协议》"），约定公司支付人民币 9.35 亿元（若无特别指明，以下"元"均指人民币元）收购美伦公司持有的陕西瑞盛生物 科技有限公司（以下简称"瑞盛生物"或"目标公司"）55%股权（以下简称"重大 资产购买"）。今年二季度开始，受国家政策影响导致行业竞争者增加引发的"价格战" 影响显现及原相关税收优惠政策执行收紧落实导致瑞盛生物的业绩出现下滑，《股权 ...

海利生物（603718）9月15日晚间公告，将瑞盛生物55%股权的收购价格由9.35亿元下调至5.36亿元，业 绩承诺相应调整。海利生物方面表示，在瑞盛生物出现经营业绩下滑的背景下，此举使得公司降低了投 资成本，控制了投资风险，有利于维护公司及全体股东的利益。 公告显示，海利生物收购瑞盛生物55%股权的价格由9.35亿元调整为5.36亿元，同时2025年度和2026年 度的扣非净利润承诺数分别调整为5000万元和5800万元。 这笔收购在去年10月份已经完成，瑞盛生物2024年度的净利润承诺数也已达成。在本次调整后，交易对 手将返还本次调整后的交易价格差额3.99亿元，同时预计也可以调减原收购瑞盛生物时形成的商誉。本 次调整事项尚需提交公司股东会审议。 同时，瑞盛生物原适用的税收优惠政策也出现收紧。瑞盛生物的主营产品以往可申请办理一般纳税人按 3%简易征收增值税，但目前已按税务要求改为一般计税方式即按13%的税率征收增值税。 行业整体处于"价格战"的环境中，作为行业龙头企业，瑞盛生物仍存在一定优势。半年报显示，一方 面，随着新基地的启用，发货量的增加推动瑞盛生物骨粉、骨膜综合市占率相比去年半年度提高了约 6% ...

本资产评估报告依据中国资产评估准则编制 阜信大华评报字(2025)第 8783 号 (共一册第一册) 限公司 北京卓信 中国资产评估协会 资产评估业务报告备案回执 | 报告编码: | 1111030005202501024 | | --- | --- | | 合同编号: | 2025-HT1387 | | 报告类型: | 法定评估业务资产评估报告 | | 报告文号: | 卓信大华评报字(2025)第8783号 | | 报告名称: | 上海海利生物技术股份有限公司拟了解股权价值所涉及陕西瑞盛 生物科技有限公司股东全部权益价值资产评估报告 | | 评估结论: | 974,000,000.00元 | | 评估报告日 : | 2025年09月12日 | | 评估机构名称: | 北京卓信大华资产评估有限公司 | | 签名人员: | 张小娟 (资产评估师) 正式会员 编号:31120015 | | | 戴冠群 (资产评估师) 正式会员 编号:34020044 | | | 张小娟、戴冠群已实名认可 | (可扫描二维码查询备案业务信息) 上海海利生物技术股份有限公司拟了解股权价值所涉及 陕西瑞盛生物科技有限公司 股东全部权益 ...

申港证券股份有限公司 关于上海海利生物技术股份有限公司 重大资产购买调整交易价格并签署补充协议事项的核查意见 申港证券股份有限公司（以下简称"独立财务顾问"）作为上海海利生物技 术股份有限公司（以下简称"海利生物""公司""上市公司"）重大资产重组的 独立财务顾问，根据《上市公司重大资产重组管理办法》《上市公司并购重组财 务顾问业务管理办法》《上海证券交易所上市公司重大资产重组审核规则》等相 关规定，对海利生物关于重大资产购买调整交易价格并签署补充协议的事项进行 了审慎核查，其具体情况如下： 一、本次调整事项的基本情况 （一）概述 公司于 2024 年 8 月 29 日召开的第五届董事会第五次会议和于 2024 年 10 月 16 日召开的 2024 年第二次临时股东大会审议通过了《关于本次重大资产重组具 体方案的议案》等该次重大资产重组涉及的相关议案，其中重大资产购买为公司 与美伦管理有限公司（以下简称"美伦公司"）签订了《上海海利生物技术股份 有限公司与美伦管理有限公司之股权收购协议》（以下简称"《股权收购协议》"）、 《上海海利生物技术股份有限公司与美伦管理有限公司之股权收购之业绩补偿 协议》（以下简称 ...