云南白药大动作！拟6.6亿元并购聚药堂，业绩承诺低于去年净利

Core Viewpoint - Yunnan Baiyao's wholly-owned subsidiary, Yunnan Baiyao Group Traditional Chinese Medicine Resources Co., Ltd., is acquiring 100% equity of An Guo Shi Ju Yao Tang Pharmaceutical Co., Ltd. for a total consideration of 660 million yuan [1][4]. Group 1: Acquisition Details - The acquisition involves a cash payment and is structured through a share transfer agreement with existing shareholders of Ju Yao Tang [4]. - The share transfer prices for the shareholders are as follows: 2.31 million yuan for 35% equity, 1.32 million yuan for 20%, 1.12 million yuan for 17%, and 924,000 yuan each for 14% equity held by two other shareholders [4]. Group 2: Business Overview of Ju Yao Tang - Ju Yao Tang specializes in the production and sales of traditional Chinese medicine pieces, toxic traditional Chinese medicine pieces, directly consumable traditional Chinese medicine pieces, and formula granules [4]. - The company has a diverse product line with 1,567 types of traditional Chinese medicine pieces and 240 registered formula granule products, making it one of the most comprehensive in the industry [4]. Group 3: Strategic Implications - The acquisition is expected to enhance Yunnan Baiyao's market presence outside of Yunnan province and support its national expansion strategy [5]. - Ju Yao Tang's established online sales channels and extensive B2B customer resources are anticipated to provide significant strategic synergies, improving the efficiency of Yunnan Baiyao's traditional Chinese medicine supply chain [5]. Group 4: Financial Assessment - As of March 31, the market value of Ju Yao Tang's total equity was assessed at 679 million yuan, reflecting an appreciation rate of 111.47% [6]. - Ju Yao Tang's financials show a total asset of approximately 747 million yuan and total liabilities of about 426 million yuan, resulting in a debt ratio of approximately 57.02% [6]. Group 5: Performance Commitments - The transaction includes performance commitments for the next three years, with promised net profits lower than the projected 2024 net profit [7][8]. - The committed net profits for 2025, 2026, and 2027 are approximately 66 million yuan, 59.7 million yuan, and 63.9 million yuan, respectively, which are all below the expected 2024 net profit of 69.33 million yuan [8].