Core Viewpoint - The company is responding to an inquiry regarding its restructuring plan, emphasizing the necessity and feasibility of the transaction to enhance its business capabilities and asset quality in the biopharmaceutical sector [1][2][3]. Group 1: Transaction Necessity - The transaction is deemed necessary as both the company and the target focus on innovative biopharmaceutical services, with the company specializing in cell culture products and CDMO services, while the target provides CRO services for preclinical research [2][4]. - The merger aims to create synergies in business operations, customer bases, and international strategies, enhancing the overall service offerings from early research to commercial production [5][6]. - The company anticipates that the transaction will allow it to transition from a product supplier to a comprehensive solution provider, thereby improving its market position and customer retention [7][9]. Group 2: Business Integration and Synergy - Post-transaction, the company will expand its service offerings from "cell culture + CDMO" to "cell culture + CRDMO," facilitating a full-service model that integrates various stages of drug development [10][19]. - The integration will enable the company to provide a seamless transition for clients from early drug discovery through to commercial production, enhancing customer satisfaction and loyalty [11][12]. - The company plans to leverage the target's established international business relationships to promote its products in global markets, thereby increasing its market share and brand influence [12][20]. Group 3: Financial Impact and Performance Improvement - The transaction is expected to significantly improve the company's financial metrics, with projected increases in total assets, revenue, and net profit post-merger [13][14]. - The company anticipates a diversification of its customer base, reducing reliance on a single product line and enhancing its resilience against market fluctuations [15][16]. - The merger will also optimize the company's capital structure, improving its debt-to-equity ratio and overall financial health [14][16]. Group 4: Industry Context and Trends - The transaction aligns with industry trends where biopharmaceutical companies are increasingly seeking integrated service providers to streamline their development processes and reduce costs [17][19]. - The merger reflects a broader industry movement towards consolidation, enabling companies to enhance their competitive edge through comprehensive service offerings [18][19]. - The company aims to position itself as a leader in the biopharmaceutical service sector by adopting a more integrated approach to drug development, which is becoming a critical success factor in the industry [17][19].

Core Viewpoint - The transaction between the listed company and the target company aims to enhance business synergy and improve asset quality by integrating their operations in the biopharmaceutical sector, particularly focusing on cell culture products and CDMO services [1][2][3]. Group 1: Transaction Necessity and Business Integration - The listed company and the target company both operate in the biopharmaceutical sector, with the listed company focusing on cell culture products and CDMO services, while the target company specializes in CRO services for early-stage drug development [1][3]. - The transaction is seen as a strategic move to create synergies in business operations, customer bases, and international market strategies, enhancing the overall service offerings [2][4]. - The integration will allow the listed company to provide a comprehensive service chain from early drug development to commercial production, thereby improving customer retention and satisfaction [5][6]. Group 2: Financial Impact and Asset Quality Improvement - The transaction is expected to significantly improve the financial metrics of the listed company, with projected increases in total assets by 76.07% and net profit by 222.72% post-transaction [14][16]. - The integration will enhance the company's ability to withstand market fluctuations by diversifying its revenue streams, as CRO services are less correlated with the commercial production cycles of biopharmaceuticals [17][18]. - The merger will also reduce reliance on single product lines, allowing the company to offer a full range of services from early research to commercial production, thus strengthening its competitive position [17][19]. Group 3: Industry Trends and Strategic Alignment - The transaction aligns with industry trends where biopharmaceutical companies are increasingly seeking comprehensive service providers to streamline their drug development processes [19][20]. - The merger is consistent with industry practices where companies expand their capabilities through acquisitions to enhance service offerings and market competitiveness [19][20]. - The combined entity will be better positioned to compete with leading firms in the sector by offering integrated solutions that cover the entire drug development lifecycle [19][20]. Group 4: Integration Plans and Management Control - Post-transaction, the listed company plans to implement a comprehensive integration strategy that includes shared customer resources, joint marketing efforts, and unified management structures to enhance operational efficiency [22][23]. - The management team from the target company will remain in place, ensuring continuity while also integrating into the listed company's governance structure to facilitate effective oversight and control [26][30]. - The integration will focus on leveraging the strengths of both companies to create a robust platform for biopharmaceutical services, enhancing overall market presence and operational capabilities [22][23].

Core Viewpoint - Aopu Mai is planning to acquire 100% of Chengli Bio for a combination of cash and stock, raising up to 730 million yuan, despite having significant cash reserves and a low debt ratio. The acquisition has raised concerns due to the presence of a dissenting independent director and discrepancies in valuation among different stakeholders [1][4][15]. Group 1: Acquisition Details - Aopu Mai intends to acquire Chengli Bio for a total valuation of 1.45 billion yuan, with a significant portion of the payment being in shares and cash [5][6]. - The acquisition involves 31 different counterparties, with notable discrepancies in the pricing offered to different stakeholders, leading to a "same stock different price" situation [6][8]. - Chengli Bio's financial performance has been declining, with projected net profit for 2024 expected to drop by 30% compared to the previous year [3][4]. Group 2: Financial Performance - Aopu Mai's revenue for 2023 and 2024 is reported at 243 million yuan and 297 million yuan, respectively, with year-on-year changes of -17.41% and +22.26% [2]. - The net profit for Aopu Mai has significantly decreased, with a drop of 48.72% in 2023 and 61.04% in 2024, leading to concerns about the necessity of the acquisition [2][3]. - Chengli Bio's revenue for 2022, 2023, and 2024 is reported at 256 million yuan, 318 million yuan, and 331 million yuan, respectively, with net profits of 57 million yuan, 65 million yuan, and 45 million yuan [3]. Group 3: Governance and Compliance Issues - An independent director, Tao Hua'an, voted against the acquisition, citing a lack of necessity for the merger at this stage, although specific reasons were not disclosed [4][5]. - Concerns have been raised regarding the relationship between the controlling shareholder of Chengli Bio and the largest stakeholder in the acquiring company, which may affect the compliance and governance of the transaction [10][13][14]. - The valuation discrepancies and the relationships among the stakeholders raise questions about the fairness and transparency of the acquisition process [8][13].