Core Viewpoint - Aopu Mai's acquisition of 100% equity in Pengli Biopharmaceutical Technology (Shanghai) Co., Ltd. for a total of 1.451 billion yuan is progressing, but concerns arise due to the expected goodwill of approximately 555 million yuan and the declining performance of Pengli Biopharmaceutical [1][3][4]. Group 1: Acquisition Details - The acquisition involves issuing shares and cash payments to 31 parties for the purchase of Pengli Biopharmaceutical's equity, with a transaction price of approximately 1.451 billion yuan [3]. - As of December 31 last year, Pengli Biopharmaceutical's book value of equity was 927 million yuan, with an assessed value of 1.452 billion yuan, resulting in an assessed increase of 525 million yuan, representing a 56.62% increase [3][4]. - Aopu Mai aims to leverage Pengli's clinical research client resources to promote its cell culture products and biopharmaceutical CDMO services, thereby expanding its potential customer base and early-stage research pipeline [3]. Group 2: Financial Implications - The expected goodwill of approximately 555 million yuan will account for 13.74% of Aopu Mai's total assets and 19.55% of its net assets as of the end of last year, and it represents 849.41% of the projected net profit for 2024 [4]. - Pengli Biopharmaceutical's revenue for 2023-2024 and the first half of this year was 318 million yuan, 331 million yuan, and 187 million yuan, with net profits of 59.75 million yuan, 44.51 million yuan, and 23.86 million yuan, respectively [5][6]. - The gross profit margins for Pengli Biopharmaceutical's main business were 47.3%, 42.98%, and 43.58%, indicating a decline due to factors such as revenue structure and pricing [6]. Group 3: Performance Risks - The independent director, Tao Hua'an, has repeatedly voted against the acquisition, expressing concerns about the necessity of the merger at this stage, which adds uncertainty to the transaction [1][8]. - The performance of Pengli Biopharmaceutical is under scrutiny, as its profitability is influenced by various factors, including policy environment and market demand, raising the risk of not meeting the promised net profit targets for 2025-2027 [6][7]. - Aopu Mai's own performance has shown a decline over the past two years, with revenues of approximately 243 million yuan, 297 million yuan, and 272 million yuan, and net profits of approximately 54 million yuan, 21 million yuan, and 49 million yuan for the same periods [7].

Core Viewpoint - Aopu Mai (688293) is progressing with its acquisition of 100% equity in Pengli Biopharmaceutical Technology (Shanghai) Co., Ltd. for a total of 1.451 billion yuan, but faces concerns regarding goodwill impairment and the declining performance of the target company [1][5][6]. Group 1: Acquisition Details - The acquisition involves issuing shares and cash payments to 31 parties for the purchase of Pengli Biopharmaceutical's equity, with a transaction price of approximately 1.451 billion yuan [5]. - After the transaction, Aopu Mai expects to add about 555 million yuan in goodwill, which represents 13.74% of the total assets and 19.55% of the net assets as of the end of 2024 [6]. - The valuation of Pengli Biopharmaceutical shows an increase of 5.25 billion yuan, with a valuation rate of 56.62% [5]. Group 2: Financial Performance of Target Company - Pengli Biopharmaceutical's revenue for 2023, 2024, and the first half of 2025 is projected to be 318 million yuan, 331 million yuan, and 187 million yuan, respectively, with net profits of 59.75 million yuan, 44.51 million yuan, and 23.86 million yuan [7]. - The gross profit margins for Pengli Biopharmaceutical are 47.3%, 42.98%, and 43.58% for the same periods, indicating a decline due to various factors [7]. - The performance commitment agreement stipulates that the target company must achieve net profits of at least 52 million yuan, 65 million yuan, and 78 million yuan for the years 2025 to 2027 [7]. Group 3: Independent Director's Concerns - Independent director Tao Hua'an has consistently voted against the acquisition, expressing that the company does not currently need to pursue mergers and acquisitions [9]. - The independent director's repeated opposition raises concerns about the transaction's acceptance and potential uncertainties [9]. - The board's approval of the revised acquisition proposal occurred despite the independent director's dissenting votes, indicating a divide in opinion regarding the merger's necessity [9].