Core Viewpoint - The company, TuoJing Life, is undertaking a phased acquisition of 82% of the shares of Wuhan Kanglu Biological Technology Co., Ltd. for a total of 328 million yuan, aiming to enhance its capabilities in tumor molecular pathology testing amidst declining performance over the past three years [1][4][10]. Acquisition Strategy - The acquisition will occur in three steps, starting with the purchase of approximately 72.86% of Kanglu's shares for 291 million yuan, followed by additional purchases in 2026 and 2027 if certain conditions are met [4][5]. - This phased approach is designed to mitigate cash flow pressure and liquidity risks while binding the performance commitments of the target company to the acquisition [5][10]. Financial Metrics - The total valuation of Kanglu Biological is set at 400 million yuan, with a significant appraisal premium of 226.53% over its book value, reflecting its strong market position and growth potential in the pathology diagnostics sector [8][9]. - The performance commitment requires Kanglu to achieve a net profit of no less than 9.15 million yuan over three years, with annual targets of 2.2 million, 3.15 million, and 3.8 million yuan [10][11]. Market Position and Product Synergy - TuoJing Life focuses on high-throughput flow fluorescence technology and fluorescence PCR, while Kanglu specializes in FISH technology, which is crucial for high-value diagnostic applications [5][6]. - The acquisition is expected to create a comprehensive diagnostic solution from early screening to companion diagnostics, enhancing customer loyalty and market competitiveness [6][10]. Risk Factors - Kanglu's high accounts receivable, amounting to 44.8 million yuan as of May 2024, poses a challenge for the acquisition, necessitating commitments to manage and recover these receivables effectively [11]. - The company's declining performance, with net profits dropping from 1.25 billion yuan in 2022 to 350 million yuan in 2024, raises concerns about the feasibility of achieving the performance commitments set for Kanglu [11][12].