Shanghai OPM Biosciences (SH:688293) Zhong Guo Zheng Quan Bao·2025-11-10 15:17Core Viewpoint - The independent director of Aopumai, Tao Hua'an, voted against and abstained from two proposals related to the acquisition of 100% equity of Pengli Bio, indicating a lack of necessity for the merger at this stage [2][8]. Group 1: Acquisition Details - Aopumai plans to acquire 100% equity of Pengli Bio through a combination of issuing shares and cash payment, with a total transaction value of 14.505 billion yuan [5][6]. - The valuation of Pengli Bio's 100% equity is assessed at 14.52 billion yuan, and the company aims to raise 362 million yuan in supporting funds [6][10]. - Aopumai employs a "differentiated pricing" model for the acquisition, with 64.78% of Pengli Bio's equity priced at 1.007 billion yuan after negotiations [6][10]. Group 2: Strategic Implications - The acquisition is intended to enhance Aopumai's sales flow for cell culture products, improve customer loyalty, and gradually increase the capacity utilization of its CDMO (Contract Development and Manufacturing Organization) business [7]. - The strategic goal is to achieve synergy between cell culture products and CRDMO (Contract Research, Development, and Manufacturing) [7]. Group 3: Independent Director's Concerns - Tao Hua'an has consistently voted against or abstained from votes regarding the acquisition, citing that the company does not currently require a merger to achieve its primary objectives of improving cell culture product profitability and reducing CDMO losses [8][9]. - He expressed concerns that the acquisition would not directly enhance Aopumai's capacity utilization, which is critical for reversing the decline in CDMO performance [9].