TASLY(600535) 新浪财经·2025-03-18 09:02Core Viewpoint - China Resources Sanjiu's acquisition of 28% stake in Tianjin Tasly Pharmaceutical Group for 6.074 billion yuan aims to enhance its capabilities in traditional Chinese medicine innovation and integrate resources in the industry chain, channels, and brand [1] Transaction Purpose - The acquisition is intended to strengthen the research and development capabilities of traditional Chinese medicine, with a focus on complementing existing business in areas such as cardiovascular and oncology [1] Valuation Controversy - The transaction valuation used a single market method, pricing Tasly at 14.85 yuan per share, which is at the lower end of the valuation range (14.16-18.60 yuan). The Shenzhen Stock Exchange questioned the compliance of using only one valuation method [1] Competition Issues - Post-transaction, there will be competition between Tasly's retail business and China Resources Sanjiu's pharmaceutical operations. The company has committed to resolving this competition within five years through asset transfers and business integration [1] Goodwill Risk - The acquisition will add 2.611 billion yuan in goodwill, bringing the total goodwill for China Resources Sanjiu to 7.735 billion yuan. The company has indicated that if Tasly's performance does not meet expectations or if market conditions worsen, it may lead to goodwill impairment [1] R&D and Sales - Tasly plans to invest 1.039 billion yuan in R&D in 2024, with a capitalization rate of 20.11%, focusing on cardiovascular and oncology fields. The company asserts that its capitalization timing aligns with industry practices [1] - Tasly's sales expense ratio for 2024 is projected at 35.16%, higher than the industry average, primarily due to high costs associated with self-promotion and academic investments in prescription drugs [1] Overcapacity Production - Some of Tasly's products are reported to be produced beyond the approved environmental capacity, with a utilization rate of 193% for a specific product. The company has initiated expansion environmental assessment procedures and received a "no violation" certificate from local environmental authorities [1] Conclusion - The acquisition solidifies China Resources Sanjiu's position as a leader in the traditional Chinese medicine sector, but the significant increase in goodwill, rising debt levels, and overcapacity risks introduce uncertainties for future performance. The ability to realize synergies during integration will be a core challenge [1]