Xin Lang Cai Jing·2025-12-14 12:05Core Viewpoint - Haohai Biological Technology (昊海生科) plans to invest in Jiangxi Ruiji Biological Engineering Technology Co., Ltd. (瑞济生物) to enter the high-value biological amniotic membrane market despite experiencing a decline in revenue and net profit [1][4]. Group 1: Investment Details - Haohai will acquire a total of 19.8% of Ruiji Biological's shares through a framework agreement, paying 38.35 million yuan and 4.76 million yuan in three phases for 8.4661 million shares and 1.0499 million shares respectively [1][3]. - The transaction price is set at 4.53 yuan per share, based on the market price before Ruiji Biological's delisting from the National Equities Exchange and Quotations [3][9]. Group 2: Company Background - Ruiji Biological, established in 2002, specializes in the production and sale of biological amniotic membranes, which are classified as Class III medical devices used in orthopedic and ophthalmic fields [1][3]. - Haohai aims to enhance its product portfolio and expand its business coverage in the ophthalmic and orthopedic sectors by obtaining distribution rights for Ruiji's products in China [3][9]. Group 3: Financial Performance - Ruiji Biological reported revenues of approximately 46.36 million yuan and 46.09 million yuan for 2024 and the first three quarters of 2025, respectively, with net losses of 11.77 million yuan and 11.29 million yuan [4][10]. - Haohai's revenue for the first three quarters of this year was about 1.899 billion yuan, a year-on-year decrease of 8.47%, with a corresponding net profit of approximately 305 million yuan, down 10.63% year-on-year [4][10]. Group 4: Risks and Challenges - The transaction does not include performance commitments or earn-out arrangements, which means there are risks associated with potential underperformance of Ruiji Biological [4][10]. - Market conditions and sales channels may affect the sales performance of the acquired products, posing risks of reduced investment returns and failure to achieve acquisition objectives [5][10].