即将上会迎考！千金药业加码西药背后的“暗礁”

Core Viewpoint - Qianjin Pharmaceutical is set to undergo a significant asset acquisition review on August 18, aiming to enhance its western medicine segment through the purchase of stakes in Qianjin Xiangjiang Pharmaceutical and Qianjin Xieli Pharmaceutical, despite facing challenges such as declining profits and sales prices in its target companies [1][3][6]. Group 1: Acquisition Details - Qianjin Pharmaceutical plans to acquire 28.92% of Qianjin Xiangjiang Pharmaceutical and 68% of Qianjin Xieli Pharmaceutical, with a total transaction value of 623 million yuan [3][8]. - Post-acquisition, Qianjin Pharmaceutical's stake in Qianjin Xiangjiang will increase to 79.92%, and it will gain 100% control over Qianjin Xieli [3][4]. - The acquisition aims to address the mismatch between capital investment and returns in the target companies, thereby improving profitability [3][4]. Group 2: Financial Performance of Target Companies - Qianjin Xieli Pharmaceutical is projected to see a decline in net profit in 2024, while Qianjin Xiangjiang has experienced a drop in sales prices for its main products [1][6]. - Financial data indicates that Qianjin Xiangjiang's revenue for 2023 and 2024 was 640 million yuan and 704 million yuan, with net profits of 105 million yuan and 106 million yuan, respectively [6]. - Qianjin Xieli's revenue for the same period was 232 million yuan and 248 million yuan, with net profits of approximately 39 million yuan and 24 million yuan [6]. Group 3: Market Challenges - Both target companies face risks from declining drug prices and sales volumes, influenced by national pricing policies and market dynamics [7][6]. - Qianjin Xiangjiang's key product, Valsartan capsules, saw price drops of 14.65% and 18.52% in 2023 and 2024, respectively [7]. - The overall drug market is experiencing price declines due to various factors, including patent expirations and increased competition [7]. Group 4: Valuation and Payment Structure - The acquisition involves a mix of cash and stock payments, with the issuance price set at 8.41 yuan per share, representing a discount compared to the current market price of 10.9 yuan [8][9]. - The valuation of Qianjin Xiangjiang's equity is estimated at 1.247 billion yuan, reflecting an increase of 87.77% from its book value, while Qianjin Xieli's equity is valued at 387 million yuan, up 73.28% [10].