奥浦迈14.5亿重组澎立生物遭独董多次反对 CDMO业务毛利率持续为负并购必要性被疑

Core Viewpoint - The restructuring plan of Aopumai (688293.SH) to acquire Chengli Biotechnology has faced dissent from independent director Tao Hua'an, who believes the company currently lacks the necessity for acquisitions and has not expressed an opinion on the rationality of the merger [1][3][4] Summary by Sections Restructuring Plan - Aopumai plans to acquire 100% of Chengli Biotechnology for a total consideration of approximately 14.5 billion yuan, consisting of 7.1 billion yuan in cash and 7.4 billion yuan in shares [2][5] - The valuation of Chengli Biotechnology is set at 14.52 billion yuan, with an appraisal increase rate of 56.92% [2][6] - Aopumai aims to enhance its business model from "cell culture media + CDMO" to "cell culture media + CRDMO" through this acquisition [2][5] Independent Director's Concerns - Tao Hua'an has consistently opposed the restructuring, citing that the acquisition does not align with the company's goals of improving the profitability of cell culture products and reducing losses in the CDMO business [1][4][6] - He has raised concerns about the low capacity utilization of CDMO services, which has led to declining performance, arguing that the merger will not directly improve this situation [4][6] Financial Performance - Aopumai has experienced a decline in net profit for two consecutive years, with a significant drop in CDMO service revenue in 2024, down 25.66% and a gross margin of -25.29% [5][6] - In the first half of 2025, Aopumai reported a revenue of 1.78 billion yuan, a year-on-year increase of 23.77%, but the CDMO service still faced a gross margin of -47.53% [5][6] Future Projections - The acquisition is expected to generate an additional goodwill of 6.17 billion yuan, which will account for 15.34% of the total assets and 21.76% of the net assets attributable to the parent company by the end of 2024 [6] - Chengli Biotechnology has made performance commitments for the years 2025 to 2027, with net profits not less than 52 million yuan, 65 million yuan, and 78 million yuan respectively [6]