20亿收购自家股权遭董事弃权，沃森生物再陷治理与估值争议

Core Viewpoint - The board's unanimous vote of "9 in favor, 0 against" is undermined by a notable abstention from director Fan Yongwu, highlighting concerns over a nearly 2 billion yuan cash expenditure amid performance pressures and governance issues at Watson Bio [1][6]. Group 1: Financial Challenges - Watson Bio plans to spend approximately 19.98 billion yuan to acquire a 13.78% stake in its subsidiary Yuxi Watson, despite only reporting a net profit of 1.63 billion yuan for the first three quarters, indicating a cash outflow equivalent to 12 times its quarterly profit [2][8]. - The acquisition involves payments of 16.39 billion yuan to "Huixiang Yuetai" and 3.59 billion yuan to "Tianjin Lanwo," with no expected enhancement in product lines or market expansion, raising concerns about prioritizing cash usage [2][8]. Group 2: Valuation Paradox - The valuation logic of the transaction appears contradictory during a downturn in the vaccine market, with Yuxi Watson's estimated value at around 14.5 billion yuan, while Watson Bio's total market capitalization is only about 19.5 billion yuan [9][10]. - This discrepancy raises questions about whether the subsidiary is overvalued or if the parent company's stock is undervalued, suggesting that a more rational approach would be to repurchase shares rather than overpay for non-tradable subsidiary equity [10]. Group 3: Governance Concerns - The transaction involves complex relationships, with one counterparty, "Huixiang Yuetai," having partners that include members of Watson Bio, suggesting a potential internal transaction [4][10]. - The decision to use scarce cash for a high-valuation acquisition amid uncertain future profitability raises doubts about whether this move is aimed at long-term growth or facilitating exits for specific investors [4][10]. - Watson Bio's history of controversial capital operations, including past attempts to sell subsidiaries at low prices, reflects a governance structure lacking effective control, leading to potential internal management issues [5][11].