Leadman(SZ:300289) Xin Lang Zheng Quan·2025-11-14 10:10Core Viewpoint - The acquisition of 70% of Beijing Xiansheng Xiangrui Biological Products Co., Ltd. by Lide Man for 1.733 billion yuan raises concerns due to high acquisition premium and the target company's declining performance, leading to potential financial risks for Lide Man [1][2][8] Group 1: Acquisition Details - Lide Man plans to acquire 70% of Xiansheng Xiangrui for 1.733 billion yuan, representing a 162.23% premium over the assessed value of the target company [1][2] - The target company has committed to achieving non-net profit targets of 166 million yuan, 186 million yuan, and 208 million yuan for 2025, 2026, and 2027 respectively, totaling 558 million yuan over three years [1][2] - However, the target company reported a significant decline in non-net profit for the first half of 2025, at only 40 million yuan, down 65% year-on-year, raising doubts about meeting these commitments [2][3] Group 2: Financial Implications - The acquisition will generate approximately 1.019 billion yuan in goodwill, which could pose a risk of impairment if the target company’s profitability continues to decline [1][7] - Lide Man's cash reserves are only 618 million yuan, with an additional 281 million yuan in trading financial assets, totaling 899 million yuan, leaving an 800 million yuan shortfall against the acquisition price [5][7] - The acquisition is expected to significantly increase Lide Man's leverage and financial burden, as the cash payment will nearly deplete the company's total assets of 1.809 billion yuan [7][8] Group 3: Target Company Performance - The target company has shown volatile revenue and profit figures, with revenues of 639 million yuan, 653 million yuan, and 582 million yuan for 2022, 2023, and the first half of 2025 respectively, reflecting a 50.34% decline in the first half of 2025 [3][4] - The core product, TB-PPD, accounted for 95.95%, 90.47%, and 77.92% of revenue in 2023, 2024, and the first half of 2025, indicating a high dependency on a single product [3][4] - The target company's revenue from pharmaceutical promotion services in the first half of 2025 was entirely sourced from related party Jiangsu Xiansheng Pharmaceutical, raising concerns about the sustainability and authenticity of this income [4][8]