12月9日，上海奥浦迈生物科技股份有限公司（以下简称"奥浦迈"）公告称，该公司拟以发行股份及支 付现金的方式购买澎立生物医药技术（上海）股份有限公司（以下简称"澎立生物"）100.00%的股权并 募集配套资金事宜已获上海证券交易所并购重组委审议通过，交易价格为14.51亿元。 公开资料显示，奥浦迈是一家专门从事细胞培养产品与临床新药工艺开发制备和生产服务（CDMO）的 科技型企业，其业务主要由培养基产品及CDMO服务两部分组成。2025年前三季度，奥浦迈的细胞培养 产品业务实现营业收入2.39亿元，同比增长32.56%，是该公司营业收入的"核心支柱"；同期，该公司 CDMO服务业务实现营业收入为3258万元，同比略有下降。 从行业层面来看，目前，生物医药CDMO行业竞争激烈，市场格局分化显著，综合型CDMO龙头企业与 细分的专业机构争夺份额。 国泰海通证券股份有限公司研究所医药首席分析师余文心向《证券日报》记者表示，该行业公司数量较 多，其中，龙头企业业务多、全球收入占比高，其整体营收的体量远超行业第二梯队公司；在细分赛道 上，也有一些全球比较知名的CDMO公司；在行业的一些中尾部企业中，适当的并购整合有助于 ...

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].

Core Viewpoint - The report provides an independent financial advisory opinion regarding Shanghai Aopumai Biotechnology Co., Ltd.'s issuance of shares and cash payment for asset acquisition, emphasizing the fairness and reasonableness of the transaction for all shareholders [1][2][3]. Group 1: Transaction Overview - The transaction involves the acquisition of 100% equity of Pengli Biotechnology by issuing shares and cash, along with raising supporting funds [10][20]. - The total transaction price for the acquisition is approximately 1.45 billion yuan, with the payment structured through both shares and cash [18][19]. Group 2: Compliance with Regulations - The transaction complies with the relevant provisions of the Major Asset Restructuring Management Measures and does not constitute a restructuring listing as defined by the regulations [14][15]. - The transaction has been assessed to meet the requirements of the Science and Technology Innovation Board's continuous supervision measures and listing rules [21]. Group 3: Financial and Operational Impact - The acquisition is expected to enhance the company's asset quality and operational capabilities, allowing for a more comprehensive service offering in the biopharmaceutical sector [15][16]. - The target company, Pengli Biotechnology, specializes in preclinical drug research services, which aligns with the acquirer's existing business in cell culture and contract development manufacturing (CDMO) [8][20]. Group 4: Independent Advisory and Due Diligence - The independent financial advisor has conducted thorough due diligence and confirmed that the transaction's terms are fair and reasonable, ensuring no substantial discrepancies with disclosed documents [2][11]. - The advisor's opinion is based on the assumption that all parties involved will adhere to their contractual obligations and that the provided information is accurate and complete [3][4].

Group 1 - The market for major asset restructuring in the Sci-Tech Innovation Board is experiencing strong growth, with 105 major restructuring plans disclosed since the implementation of the "Eight Policies" [1] - As of 2025, there have been 44 new major asset restructuring plans, indicating high market participation [1] Group 2 - Several companies on the Sci-Tech Innovation Board are actively pursuing business synergy through major asset restructuring, such as Aopumai's acquisition of 100% equity in Pengli Bio, enhancing their customer resources and product promotion capabilities [3] - Rapid progress is also seen in Jingyuexing's restructuring efforts, with plans to acquire 100% equity in Jiazhi Hong, reflecting a proactive attitude towards external expansion [3] Group 3 - Significant transactions are drawing market attention, such as the planned stock swap merger between Haiguang Information and Zhongke Shuguang, with market capitalizations of approximately 316.4 billion and 90.6 billion respectively [4] - This merger is expected to achieve deep integration of the industrial chain, enhancing overall competitiveness and impacting the information industry landscape [4] - The fast-paced technology updates and intense market competition in emerging sectors like semiconductors and biomedicine are driving companies to utilize mergers and acquisitions for resource integration and competitive advantage [4]