增值超9倍的一笔并购，却踩了雷。 当A股公司海利生物满心欢喜将 "隐形冠军" 瑞盛生物收入囊中，未曾想，等来的不是业绩增长的捷报，而是目标公司2025年业绩变脸、估值从17亿元下 调至9.74亿元、卖方却"无钱返还" 的尴尬局面。 《每日经济新闻》（简称每经）记者调查还发现，蹊跷事件不止瑞盛生物估值腰斩，一家2023年才注册成立的公司，却出现在了瑞盛生物2022年的第一大 客户名单里。对此，有财务专家称："这就好比提前1年为未出生的孩子报户口。" 1 离奇一 还未成立的公司已是第一大客户 2020年，张政武仅以3500万港元（约合3136万元人民币）打包买下包括瑞盛生物在内的多家公司。2024年10月，海利生物以9.35亿元人民币从张政武控制 的美伦公司买下瑞盛生物55%股权，当时对瑞盛生物的整体估值也达到17亿元，账面增值率高达952%。然而，根据海利生物公告，由于业绩下滑，2025 年6月，瑞盛生物估值从17.11亿元下调为9.74 亿元。交易完成8个月后，估值近乎"腰斩"。 根据海利生物公告，瑞盛生物是陕西省隐形冠军企业，主要产品包括天然煅烧骨修复材料等，在用于种植牙的修复材料领域，已形成市场领先地位。 ...

增值超9倍的一笔并购，却踩了雷。 当A股公司海利生物满心欢喜将 "隐形冠军" 瑞盛生物收入囊中，未曾想，等来的不是业绩增长的捷报，而是目标公司2025年业绩变脸、估值从17亿元下 调至9.74亿元、卖方却"无钱返还" 的尴尬局面。 《每日经济新闻》（简称每经）记者调查还发现，蹊跷事件不止瑞盛生物估值腰斩，一家2023年才注册成立的公司，却出现在了瑞盛生物2022年的第一大 客户名单里。对此，有财务专家称："这就好比提前1年为未出生的孩子报户口。" 为何会出现这样的"时间穿越"式披露？每经记者对瑞盛生物及其客户进行了实地走访，发现诸多离奇事。 离奇一、还未成立的公司已是第一大客户 2020年，张政武仅以3500万港元（约合3136万元人民币）打包买下包括瑞盛生物在内的多家公司。2024年10月，海利生物以9.35亿元人民币从张政武控制 的美伦公司买下瑞盛生物55%股权，当时对瑞盛生物的整体估值也达到17亿元，账面增值率高达952%。然而，根据海利生物公告，由于业绩下滑，2025 年6月，瑞盛生物估值从17.11亿元下调为9.74 亿元。交易完成八个月后，估值近乎"腰斩"。 根据海利生物公告，瑞盛生物是陕西省隐形 ...

每经记者｜赵李南 陈晴 张文瑜 王晶 每经编辑｜易启江 增值超9倍的一笔并购，却踩了雷。 当A股公司海利生物满心欢喜将 "隐形冠军" 瑞盛生物收入囊中，未曾想，等来的不是业绩增长的捷报，而是目标公司2025年业绩变脸、估值从17亿元下 调至9.74亿元、卖方却"无钱返还" 的尴尬局面。 《每日经济新闻》（简称每经）记者调查还发现，蹊跷事件不止瑞盛生物估值腰斩，一家2023年才注册成立的公司，却出现在了瑞盛生物2022年的第一大 客户名单里。对此，有财务专家称："这就好比提前1年为未出生的孩子报户口。" 为何会出现这样的"时间穿越"式披露？每经记者对瑞盛生物及其客户进行了实地走访，发现诸多离奇事。 2020年，张政武仅以3500万港元（约合3136万元人民币）打包买下包括瑞盛生物在内的多家公司。2024年10月，海利生物以9.35亿元人民币从张政武控制 的美伦公司买下瑞盛生物55%股权，当时对瑞盛生物的整体估值也达到17亿元，账面增值率高达952%。然而，根据海利生物公告，由于业绩下滑，2025 年6月，瑞盛生物估值从17.11亿元下调为9.74 亿元。交易完成八个月后，估值近乎"腰斩"。 | 客户名称 | 销 ...

Core Insights - Haili Bio has reduced the acquisition price of 55% equity in Ruisheng Bio from 935 million yuan to 536 million yuan, with corresponding adjustments to performance commitments [1] - The adjusted profit commitments for 2025 and 2026 are set at 50 million yuan and 58 million yuan respectively, with a return of 399 million yuan expected from the transaction [1] - Ruisheng Bio's revenue for the first half of the year was 78.37 million yuan, with a net profit of 33.77 million yuan, both showing a decline year-on-year [1] Group 1 - The acquisition was completed in October last year, and the profit commitment for 2024 has already been met [1] - The valuation adjustment was initiated due to national policy impacts on the industry and tightening tax incentives, which affected the previously agreed equity value [1] - Ruisheng Bio's core products are natural calcined bone repair materials, and the company has faced a significant price drop in its oral product line, with a nearly 30% year-on-year decline in Q1 2025 and a 40% decline quarter-on-quarter in Q2 [1] Group 2 - Despite the performance decline, Ruisheng Bio remains an industry leader, with an increase in market share of approximately 6% to 7% for bone powder and bone membrane products compared to the same period last year [1] - The company has also submitted registration applications for two products in the first half of the year, indicating ongoing product development [1] - Haili Bio stated that the adjustment in valuation and price reduces investment costs and risks, while also mitigating the risk of failing to meet performance commitments, thereby protecting shareholder interests [1]

Core Viewpoint - The acquisition price of 55% stake in Ruisheng Bio by Haili Bio has been reduced from 935 million yuan to 536 million yuan due to the decline in Ruisheng Bio's operating performance, which helps to lower investment costs and control risks for the company and its shareholders [1][3] Group 1: Acquisition Details - Haili Bio announced the adjustment of the acquisition price for Ruisheng Bio's 55% stake from 935 million yuan to 536 million yuan, with corresponding adjustments to performance commitments for 2025 and 2026 [1] - The transaction was completed in October last year, and Ruisheng Bio has met its net profit commitment for 2024 [1] - The adjustment will result in a return of the price difference of 399 million yuan from the counterparty and is expected to reduce the goodwill formed during the acquisition [1] Group 2: Industry Context - Ruisheng Bio operates in the oral regenerative medicine sector, with its core product being natural calcined bone repair materials [2] - The industry is experiencing a "price war," with Ruisheng Bio's oral product line prices dropping nearly 30% year-on-year in Q1 2025 and a further 40% decline in Q2 [2] - Tax incentives previously applicable to Ruisheng Bio have been tightened, changing from a simplified VAT rate of 3% to a general rate of 13% [2] Group 3: Company Performance - Despite the challenges, Ruisheng Bio has increased its market share of bone powder and bone membrane products by approximately 6% to 7% due to increased shipment volumes from a new facility [2] - The company is awaiting acceptance of registration applications for two products, bone repair materials and natural bone repair materials [2] - Ruisheng Bio maintains a high gross margin while enhancing services, expanding sales to public hospitals, and optimizing internal costs [2][3]

Core Insights - The company, Haili Biological (603718.SH), reported a significant net profit increase of 172.28% in 2024, with non-recurring gains accounting for 93.82% of net profit, despite a revenue decline in Q1 2025 [2][5][8] - Haili Biological has transitioned from animal health products to human health products, leading to a substantial restructuring of its business model [2][9] Financial Performance - In 2024, Haili Biological's net profit reached approximately 1.71 billion yuan, with a notable increase attributed to asset disposals and acquisitions [4][5] - The company achieved an investment return exceeding 1 billion yuan from the sale of a 30% stake in WuXi Vaccines, which had previously generated low returns [5][6] - The sale of Yangling Jinhai at a nominal price of 1 yuan was a strategic move to eliminate ongoing losses, with the company recovering all debts owed by Yangling Jinhai [6][8] Asset Management - Haili Biological completed the acquisition of a 55% stake in Shaanxi Ruisheng Biotechnology, which is focused on oral tissue repair and regeneration materials, resulting in a goodwill of approximately 782 million yuan [9][10] - The company has prioritized finding quality projects in the oral and IVD sectors following the restructuring, although it acknowledges the challenges in identifying such opportunities [3][9] Market Dynamics - The oral vaccine market, particularly for foot-and-mouth disease, is facing increased competition and declining profitability, prompting Haili Biological to divest from Yangling Jinhai [7][8] - The revenue from Ruisheng Biotechnology in 2024 was approximately 265 million yuan, slightly below expectations, but the net profit exceeded targets [11]

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].