登录新浪财经APP 搜索【信披】查看更多考评等级 一纸以股权抵偿交易差价的协议，让海利生物（603718.SH）再次成为资本市场关注的焦点。公司近日 宣布，将以约3.993亿元的对价收购子公司瑞盛生物剩余41%股权，而该笔款项实际为之前收购差价形 成的"债转股"。从高调进军口腔修复材料领域，到标的业绩迅速变脸、估值大幅缩水，这场始于2024年 10月的收购，在短短一年内已显露出多重风险与争议。 一、交易定价与履约能力存疑，关联交易认定"迟到" 2024年10月，海利生物以9.35亿元收购瑞盛生物55%股权，当时标的估值高达17亿元。然而随着行业价 格战加剧及税收政策变化，瑞盛生物业绩迅速下滑，2025年第二季度产品价格降幅达40%。海利生物随 后与出售方美伦公司签订补充协议，将估值调降至9.74亿元，收购价相应调减至5.357亿元，美伦公司需 退还3.993亿元差价。 然而，美伦公司已表示因"资金周转困难"无法支付该笔现金，最终以股权抵债。这引发了市场对其未来 能否履行业绩补偿承诺的担忧——根据调整后的承诺，瑞盛生物2024-2026年累计净利润需不低于2.33 亿元，剩余两年仍需完成约9500万元。 结语 ...

Core Viewpoint - In 2024, Haili Biological (603718) underwent a significant strategic transformation by divesting long-term loss-making assets and acquiring the dental restoration materials company Ruisheng Biological, successfully shifting its focus to the human health sector. This transformation is reflected in a 172% year-on-year increase in net profit for 2024 and a turnaround to profitability in Q1 2025 with a net profit of 10.9 million yuan, a 393.11% increase year-on-year [1][2]. Group 1: Business Transformation - Haili Biological, originally established as a veterinary biological pharmaceutical factory, expanded into the human health sector in 2018 by acquiring IVD company Jiemen Biological, creating two main business segments: veterinary and IVD [2]. - The veterinary business faced continuous development pressure, leading to stagnant revenue since its IPO in 2015, which did not exceed 350 million yuan [2]. - In 2024, the company strategically adjusted its business layout by divesting loss-making veterinary assets and acquiring a 55% stake in Ruisheng Biological, focusing on high-tech dental restoration materials [2]. Group 2: Market Opportunity - Ruisheng Biological operates in a rapidly expanding market for dental implant restoration materials, benefiting from explosive demand and structural opportunities in China's dental healthcare market [3]. - Following the implementation of centralized procurement for dental implants in April 2023, the cost of a single dental implant dropped from tens of thousands to 4,000-6,000 yuan, stimulating demand [3]. - The dental implant market in China grew from approximately 27 billion yuan in 2022 to 38 billion yuan in 2023, with a projected growth to over 50 billion yuan in 2024 and 80 billion yuan by 2026 [3][4]. Group 3: Competitive Position - Ruisheng Biological has established a strong position in the domestic dental restoration materials market, with a market share that continues to rise and is accelerating the replacement of imported brands [5]. - The company’s bone repair products, made from bovine bone, and its collagen membranes have shown effective results in clinical applications, with a significant increase in sales volume [6]. - In 2023, Ruisheng Biological's bone powder sales grew by 138%, and in 2024, it is expected to continue growing by 61%, leading the market among domestic brands [6]. Group 4: Future Growth Potential - Ruisheng Biological is set to double its production capacity for bone powder from 800,000 bottles per year to 2 million bottles per year by 2025, with a 15% reduction in unit costs [6][7]. - The company is also expanding its collagen membrane production capacity and has achieved competitive pricing, winning bids in 95% of provinces under centralized procurement [7]. - Ruisheng Biological has committed to achieving a cumulative net profit of no less than 414 million yuan from 2024 to 2026, with 138 million yuan expected in 2024, indicating a feasible path to meet its performance commitments [7].