Tongce Medical planea adquirir 4 empresas por 600 millones de yuanes en efectivo y al mismo tiempo anuncia una carta de supervisión de la Bolsa de Valores de Shanghai

China Economic Net, Beijing, March 25 news. Tongce Medical (600763.SH) disclosed last night an announcement regarding the acquisition of equity and related-party transactions.

Tongce Medical plans to acquire 100% equity interests in Hangzhou Cunji Eyeglass Co., Ltd., Ningbo Guangji Optometry Technology Co., Ltd., Hangzhou Guangji Optometry Technology Co., Ltd., and Xinchan Guangji Eyeglass Co., Ltd. The total transaction amount is 600M yuan, and the transaction funds来源 are from own funds.

The target companies are direct or indirect controlled subsidiaries of Zhejiang Tongce Ophthalmology Hospital Investment Management Co., Ltd., which is controlled by the company’s actual controller. The target companies’ actual controller is Lü Jianming, who is a related party of the company; therefore, this transaction constitutes a related-party transaction.

Zhejiang Zhonglian Asset Appraisal Co., Ltd., which has qualifications for engaging in securities and futures business, issued, for this transaction, documents including “Market Value Assessment Project of the All Shareholders’ Equity Involved in Tongce Medical Co., Ltd.’s Proposed Cash Acquisition of All Equity Interests in Hangzhou Cunji Eyeglass Co., Ltd.” and related items (Zhejiang Lian Pingbao Zi [2026] No. 124, No. 125, and No. 126 “Asset Appraisal Reports”). As of December 31, 2025 as the valuation benchmark date, an assessment was conducted on the equity interests of the target companies. The appraised value of the target company’s equity interests as of the valuation benchmark date is 703M yuan. After consultation among all parties, the transaction pricing of the underlying assets is determined as the valuation of the 100% equity interests of the target company; that is, the transaction pricing of the underlying assets is 600M yuan. Among them, for Hangzhou Cunji Eyeglass Co., Ltd., the book value of all shareholders’ equity as of December 31, 2025 (the valuation benchmark date) is 703.2M yuan, the appraised value is 652.32M yuan, the appraisal appreciation is 534.5k yuan, and the appreciation rate is 1,282.14%; for Ningbo Guangji Optometry Technology Co., Ltd., the book value of all shareholders’ equity as of December 31, 2025 is 53.45 million yuan, the appraised value is 311.4k yuan, the appraisal depreciation is 223.1k yuan, and the depreciation rate is 41.74%; for Xinchan Guangji Eyeglass Co., Ltd., the book value of all shareholders’ equity as of December 31, 2025 is 32.5k yuan, the appraised value is 32.5k yuan, and there is no appraisal appreciation or depreciation.

As of December 31, 2025, the target Hangzhou Cunji Eyeglass Co., Ltd. has total assets of 66.99M yuan, liabilities of 1.45M yuan, and net assets of 534.5k yuan. In 2025, operating revenue was 455.2k yuan, and net profit was 72k yuan.

As of December 31, 2025, the target Ningbo Guangji Optometry Technology Co., Ltd. has total assets of 145.12 million yuan, liabilities of 41.9k yuan, and net assets of 53.45 million yuan. In 2025, operating revenue was 45.52 million yuan, and net profit was -9.5k yuan.

As of December 31, 2025, the target Xinchan Guangji Eyeglass Co., Ltd. has total assets of 32.5k yuan, liabilities of 0.95 million yuan, and net assets of 3.25 million yuan. In 2025, operating revenue was 101.18 million yuan, and net profit was -77.5k yuan.

The target Hangzhou Guangji Optometry Technology Co., Ltd. has not actually conducted any business.

On March 24, the company disclosed a regulatory work letter regarding related-party asset purchase matters of Tongce Medical Co., Ltd. to a related party. According to the website of the Shanghai Stock Exchange, the Shanghai Stock Exchange issued to Tongce Medical a regulatory work letter regarding the related-party asset purchase matters, with the involved parties being the listed company, directors, senior management personnel, controlling shareholder and actual controller, intermediary institutions and their relevant personnel. As of now, Tongce Medical has not yet disclosed the specific content of the regulatory work letter and the company’s response measures.

According to the company’s 2025 third-quarter report, in this reporting period, the company achieved operating revenue of 842M yuan, a year-on-year increase of 2.34%; net profit attributable to shareholders of the listed company was 192M yuan, a year-on-year increase of 2.15%; net profit after deducting non-recurring profit and loss was 1.92 billion yuan, a year-on-year increase of 1.68%.

From the beginning of the year to the end of the reporting period, the company achieved operating revenue of 192M yuan, a year-on-year increase of 2.56%; net profit attributable to shareholders of the listed company was 514M yuan, a year-on-year increase of 3.16%; net profit after deducting non-recurring profit and loss was 509M yuan, a year-on-year increase of 3.09%; net cash flows from operating activities was 647M yuan, a year-on-year increase of 5.34%.

(责任编辑：孙辰炜)