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].
华康股份: 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