Zhong Guo Jing Ying Bao·2025-12-19 14:56Core Viewpoint - Haohai Biological Technology (688366.SH) plans to acquire approximately 8.466 million shares of Jiangxi Ruiji Biological Engineering Technology Co., Ltd. (Ruiji Bio), representing 19.8% of Ruiji Bio's total share capital, for about 38.35 million yuan, raising concerns among investors due to the absence of performance commitments or earn-out arrangements [1][4]. Group 1: Acquisition Details - The acquisition is aimed at enhancing Haohai's product portfolio and business resilience, as well as laying the groundwork for the development of innovative material products [3]. - The total valuation of Ruiji Bio in this transaction is approximately 194 million yuan, which reflects a significant premium over its net asset value of several tens of millions [3]. - Haohai will become the sixth largest shareholder of Ruiji Bio after the acquisition, with its major shareholder, You Jie, already holding a significant stake in Ruiji Bio [5][6]. Group 2: Financial Performance of Ruiji Bio - Ruiji Bio has been operating at a loss, with a net profit of approximately -1.18 million yuan in 2024 and -1.13 million yuan in the first three quarters of 2025, indicating a trend of declining financial performance [4][8]. - The company's total assets were about 98.89 million yuan in 2024, with total liabilities of approximately 11.20 million yuan, leading to a net asset value of around 87.69 million yuan [4]. - The revenue for Ruiji Bio was approximately 46.36 million yuan in 2024, with a similar revenue figure of about 46.09 million yuan reported for the first three quarters of 2025, suggesting stagnation in sales [4]. Group 3: Market Context and Strategic Implications - The acquisition allows Haohai to enter the high-value medical device market, specifically in the field of biological amniotic membranes, which are used in orthopedic and ophthalmic applications [7]. - Haohai's recent acquisition of the remaining 20% stake in Shenzhen New Industry Ophthalmology Technology Co., Ltd. indicates a strategic focus on enhancing its presence in the ophthalmic high-value consumables sector [7]. - The company has faced declining revenues across its core business segments, with a reported 7.12% decrease in revenue year-on-year for the first half of the year, driven by factors such as insufficient domestic demand and price competition [8].