HILE(SH:603718) Xin Lang Cai Jing·2025-12-12 08:29Core Viewpoint - The acquisition of the remaining 41% stake in Ruisheng Bio by Haili Bio for approximately 399.3 million yuan raises concerns about the stability of the target's performance, valuation adjustments, and the transparency of related party transactions [1][5]. Group 1: Transaction Pricing and Performance Capability Concerns - In October 2024, Haili Bio acquired 55% of Ruisheng Bio for 935 million yuan, with an initial valuation of 1.7 billion yuan. However, due to intensified industry price wars and changes in tax policies, Ruisheng Bio's performance declined sharply, with a 40% drop in product prices in Q2 2025 [2][8]. - Following this, Haili Bio renegotiated the valuation down to 974 million yuan, adjusting the purchase price to 535.7 million yuan, with Meilun Company required to refund 399.3 million yuan. However, Meilun Company stated it could not pay this cash due to "funding difficulties," leading to a debt-for-equity swap [2][8]. - There are concerns regarding Meilun Company's ability to fulfill performance compensation commitments, which require Ruisheng Bio to achieve a cumulative net profit of no less than 233 million yuan from 2024 to 2026, with approximately 95 million yuan still needed in the remaining two years [2][8]. Group 2: Rapid Performance Decline and Valuation Concerns - Initially, Ruisheng Bio was projected to have a net profit of 138 million yuan in 2024, but the situation deteriorated in 2025 due to a shift in tax policy, increasing the VAT rate from 3% to 13%, significantly eroding profits. The net profit for the first three quarters was 43.06 million yuan, falling short of the adjusted annual commitment of 50 million yuan [3][9]. - Despite an assessment report indicating a shareholder equity valuation of 974 million yuan, a 223.21% increase from the book value, the significant decline in profitability raises doubts about the feasibility of future profit forecasts relied upon by the income approach [3][9]. - The valuation of Ruisheng Bio soared from 116 million yuan for 60% of its equity in 2022 to 1.7 billion yuan two years later, and although it has since halved, it remains significantly higher than previous transaction prices, questioning the ongoing reasonableness of the valuation [3][9]. Group 3: Capital Operation Path and Minority Shareholder Rights - The series of transactions from Meilun Company's transfer of Ruisheng Bio's equity in 2022 to the high valuation sale to Haili Bio in 2024, followed by the debt-for-equity swap, indicates that Meilun Company has successfully monetized most of its equity [4][10]. - Haili Bio claims that through renegotiation of the valuation, it has "reduced investment costs and controlled investment risks." However, investor concerns persist regarding the exit of significant shareholders from the top ten shareholder list post-acquisition, raising questions about the actual success of the acquisition [4][10]. - Despite the company's assertion that shareholder reductions were personal arrangements, the rapid decline in the target's performance, the counterparty's insufficient performance capability, and the delayed recognition of related party transactions leave uncertainty about whether minority shareholders' interests are adequately protected [4][10].