HILE(SH:603718) Mei Ri Jing Ji Xin Wen·2025-12-02 11:57Core Viewpoint - HaiLi Bio plans to acquire 41% of Shaanxi Ruisheng Biotechnology Co., Ltd. for 399.3 million yuan, increasing its stake from 55% to 96%, raising concerns about the pricing and performance commitments of the transaction [1][3]. Group 1: Acquisition Details - The acquisition price of 399.3 million yuan offsets a previous transaction difference owed by Meilun Management Co., Ltd. [1] - After the acquisition, HaiLi Bio will strengthen its control over Ruisheng, which is crucial for its oral medical device business [3]. - The acquisition is part of a broader strategy to optimize resource allocation and enhance operational efficiency in the oral business sector [3]. Group 2: Financial Performance and Adjustments - Ruisheng achieved a net profit of 138 million yuan in 2024, exceeding its performance commitments [2]. - The initial acquisition price was adjusted from 935 million yuan to 535.7 million yuan due to Meilun's financial difficulties, requiring a refund of 399.3 million yuan [2]. - Meilun proposed to settle the transaction difference by transferring its 41% stake in Ruisheng to HaiLi Bio, which the company accepted to mitigate collection risks [3]. Group 3: Regulatory and Market Concerns - HaiLi Bio received a regulatory inquiry regarding the acquisition, focusing on the fairness of the transaction pricing and the performance guarantees [4][5]. - The valuation method used for the acquisition raised questions, as the income approach showed a significant premium compared to the market approach [5]. - Concerns exist regarding Meilun's ability to meet future performance targets for Ruisheng, given its current financial challenges [6]. Group 4: Shareholder Dynamics - There are concerns about major shareholders exiting the top ten list after the acquisition, raising questions about the confidence in the company's future [6]. - HaiLi Bio stated that the shareholder reductions were based on individual needs and that the company complied with disclosure regulations [7]. - The company aims to continue seeking quality projects in both the oral and IVD sectors to bolster its market position [7].