格隆汇8月7日丨华康股份(605077.SH)公布，2025年8月7日，公司与方明先生签订《股份转让合同》， 拟将持有宁波中药988.09万股股份，通过全国中小企业股份转让系统平台（新三板），以协议转让方 式，转让给方明本人，转让总价为人民币2489.98万元。本次转让完成后，公司将不再持有宁波中药任 何股份。 ...

Group 1 - The latest stock price of Huakang Co., Ltd. is 18.05 yuan, up 0.39% from the previous trading day, with a trading volume of 24,473 hands and a transaction amount of 44 million yuan [1] - The company has a total market capitalization of 5.47 billion yuan and a price-to-earnings ratio of 16.87 times [1] - Huakang Co., Ltd. operates in the food and beverage sector, focusing on the research and production of functional sugar alcohols, starch sugars, and health food ingredients [1] Group 2 - On August 6, the company disclosed the institutional research records from July 1, with 10 institutions including Guosen Securities and Southern Fund participating, focusing on the development of the company's sugar alcohol business [1] - This marks the 95th institutional research activity for the company in the past year [1] - On August 6, the net outflow of main funds was 3.41 million yuan, with a cumulative net outflow of 10.03 million yuan over the past five trading days [1]

数据来源：天眼查APP 证券之星消息，根据天眼查APP数据整理，近日，浙江大树舟康食品科技有限公司成立，法定代表人为 王欣，注册资本1000万元，经营范围包含：一般项目：技术服务、技术开发、技术咨询、技术交流、技 术转让、技术推广；食品添加剂销售；信息咨询服务(不含许可类信息咨询服务)；包装服务；食品进出 口；低温仓储(不含危险化学品等需许可审批的项目)(除依法须经批准的项目外，凭营业执照依法自主开 展经营活动)。许可项目：食品生产；食品添加剂生产；食品销售；食品互联网销售；粮食加工食品生 产；保健食品生产(依法须经批准的项目，经相关部门批准后方可开展经营活动，具体经营项目以审批 结果为准)。天眼查APP股权穿透显示，该公司由华康股份、苏州市捷睿翔投资管理有限公司、山东大 树达孚特膳食品有限公司共同持股。 ...

Group 1 - Zhejiang Dashu Zhukang Food Technology Co., Ltd. has been established with a registered capital of 10 million yuan [1] - The company is involved in various business activities including technology services, food additives sales, and food import/export [1] - The company is co-owned by Huakang Co., Suzhou Jieruixiang Investment Management Co., and Shandong Dashu Dafute Food Co., Ltd. [1] Group 2 - The company is authorized to engage in food production, food sales, and health food production, subject to regulatory approval [1] - The business scope includes low-temperature storage and packaging services [1] - The company operates under a business license and is allowed to conduct activities that do not require special permits [1]

Group 1 - Zhejiang Dashuzhoukang Food Technology Co., Ltd. has been established with Wang Xin as the legal representative [1] - The company's business scope includes food production, food additive production, food sales, online food sales, and grain processing food production [1] - The company is jointly held by Huakang Co., Ltd. (stock code: 605077) among others [1]

Group 1 - The core point of the article is the establishment of a new food technology company, Zhejiang Dashuzhoukang Food Technology Co., Ltd, which is co-owned by Huakang Co., Ltd [1] - The legal representative of the new company is Wang Xin, indicating a potential leadership structure [1] - The business scope of the new company includes food production, food additive production, food sales, internet food sales, and grain processing food production, highlighting its diverse operational focus [1]

Group 1 - Zhejiang Huakang Pharmaceutical Co., Ltd. invested 4 million RMB to establish Zhejiang Dashu Zhukang Food Technology Co., Ltd., holding a 40% stake [1] - Zhejiang Dashu Zhukang Food Technology Co., Ltd. was founded on August 1, 2025, with a registered capital of 10 million RMB [1] - The company is located in Zhoushan and operates in the food manufacturing industry, engaging in various activities including technology services, food additives sales, and food import/export [1] Group 2 - The company has both permitted and non-permitted business activities, with permitted activities including food production, food additive production, and health food production, which require approval from relevant authorities [1] - The company is authorized to conduct business activities independently based on its business license, except for projects that require approval [1]

Core Viewpoint - Zhejiang Huakang Pharmaceutical Co., Ltd. plans to acquire 100% equity of Henan Yuxin Sugar Alcohol Co., Ltd. through a combination of issuing shares and cash payment, indicating a strategic move to enhance its asset portfolio and market position [1] Group 1: Transaction Overview - The company intends to purchase the equity from Zhang Qibin, Tan Ruiqing, Tang Yuyuxin, and Tan Jingzhong [1] - The transaction is categorized as a related party transaction, necessitating a detailed report and compliance with regulatory requirements [1] Group 2: Report Updates - The company has revised the draft of the acquisition report to address inquiries from regulatory bodies, including updates on the issuance price and number of shares based on the company's profit distribution [1] - Additional updates include the impact of the transaction on the company's equity structure and commitments from related parties involved in the transaction [1] Group 3: Financial Metrics - The report has been supplemented with financial indicators of the target company, such as liquidity ratios, debt ratios, and gross profit margins, along with comparisons to industry peers [1] - The company has also updated the risk factors associated with the transaction, including overseas sales risks and other relevant risks [1]

Core Viewpoint - Zhejiang Huakang Pharmaceutical Co., Ltd. is undergoing a significant acquisition involving the issuance of shares and cash payment to purchase assets, specifically in the functional sugar alcohol sector, which is experiencing steady market growth and consolidation [1][2]. Group 1: Market Overview - The functional sugar alcohol market in China has shown steady growth, with the market size reaching approximately 10.2 billion yuan in 2022 and projected to grow to 21 billion yuan by 2027, indicating substantial growth potential [5]. - The global functional sugar alcohol market was estimated at 4.6 billion USD in 2022, with expectations to reach 7.7 billion USD by 2030, reflecting a compound annual growth rate (CAGR) of about 6.7% [5]. - The xylitol market in China has also been expanding, with the global market projected to grow from 1.12 billion USD in 2024 to 1.64 billion USD by 2029, at a CAGR of 7.9% [7]. Group 2: Company Position and Strategy - Huakang and the target company are leading players in the xylitol production sector, with significant market shares and competitive advantages in production capacity and technology [4][11]. - The acquisition aims to consolidate Huakang's position in the domestic and international xylitol market, enhancing operational efficiency and resource integration across supply chains, production, and sales channels [11][13]. - The target company has a production capacity of 20,000 tons of xylitol, and Huakang has a capacity of 35,000 tons, positioning both companies as major suppliers in the industry [9][10]. Group 3: Financial Aspects of the Transaction - The total cash consideration for the acquisition is 366 million yuan, to be paid in two installments: 244 million yuan within 30 days post-registration and 122 million yuan within 30 days after the first payment's one-year anniversary [19][20]. - The cash payment structure is designed to ensure transaction certainty while alleviating short-term cash flow pressures for Huakang, allowing for better financial management [20][22]. - The acquisition is expected to generate goodwill of approximately 46.71 million yuan, with the total goodwill post-transaction reaching 813.30 million yuan, representing 20.54% of Huakang's net assets [23].

本专项核查意见中的报告期指2023年度、2024年度（2025年1-5月相关数据 未经审计）；除非文义另有所指，本回复所述的简称或名词的释义与重组报告 书中的"释义"具有相同涵义。本回复部分表格中单项数据加总数与表格合计 数可能存在微小差异，均因计算过程中的四舍五入所形成。本回复的字体代表 以下含义： | 股票代码：605077 | 股票简称：华康股份 | 上市地点：上海证券交易所 | | --- | --- | --- | | 债券代码：111018 | 债券简称：华康转债 | | 关于浙江华康药业股份有限公司 发行股份及支付现金购买资产 暨关联交易申请的审核问询函 之回复报告 独立财务顾问 二〇二五年七月 上海证券交易所： 浙江华康药业股份有限公司（以下简称"公司"、"上市公司"或"华康 股份"）于2025年5月14日收到贵所下发的《关于浙江华康药业股份有限公司发 行股份及支付现金购买资产暨关联交易申请的审核问询函》（上证上审（并购 重组）〔2025〕30号）（以下简称"问询函"）。公司及相关中介机构对问询 函有关问题进行了认真核查与落实，按照问询函的要求对所涉及的事项进行了 问题答复，并对《浙江华康药业 ...