Tongce Medical plans to acquire four companies with 600 million yuan in cash and also announces a regulatory letter from the Shanghai Stock Exchange

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

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 Xinchang Guangji Eyeglass Co., Ltd. The total transaction amount is RMB 600M. The transaction funds will come from the company’s own funds.

The target company is a direct or indirect holding subsidiary of Zhejiang Tongce Ophthalmology Hospital Investment Management Co., Ltd., which is controlled by the company’s actual controller. The target company’s actual controller is Lü Jianming; he is an associate of the company. This transaction constitutes a related-party transaction.

Zhejiang Zhonglian Asset Appraisal Co., Ltd., which has the qualifications to engage in securities and futures business, issued an “Asset Valuation Report” under the name “Tongce Medical Co., Ltd. on the Market Value Valuation Project Involving the Entire Equity Interest of All Shareholders of Hangzhou Cunji Eyeglass Co., Ltd. in Connection with a Cash Acquisition by Tongce Medical of the Entire Equity Interest” and other related documents (Zhejiang Lian Ping Bao Zi [2026] No. 124, No. 125, and No. 126). The equity of the target company was appraised with December 31, 2025 as the appraisal benchmark date. The appraised value of the target company’s equity as of the appraisal benchmark date is RMB 703M. After consultation among all parties, the transaction pricing of the target assets is based on the valuation of 100% equity interest of the target company—i.e., the transaction pricing of the target assets is RMB 600M. Among them, as of December 31, 2025 (the appraisal benchmark date), the book value of all shareholders’ equity of Hangzhou Cunji Eyeglass Co., Ltd. is RMB 703.2M, the appraised value is RMB 652.32M, the appreciation is RMB 534.5k, and the appreciation rate is 1,282.14%; as of December 31, 2025 (the appraisal benchmark date), the book value of all shareholders’ equity of Ningbo Guangji Optometry Technology Co., Ltd. is RMB 53.45 million, the appraised value is RMB 311.4k, the impairment is RMB 223.1k, and the impairment rate is 41.74%; as of December 31, 2025 (the appraisal benchmark date), the book value of all shareholders’ equity of Xinchang Guangji Eyeglass Co., Ltd. is RMB 32.5k, the appraised value is RMB 32.5k, and there is no appreciation or impairment in the appraisal.

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

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

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

The target Hangzhou Guangji Optometry Technology Co., Ltd. has not actually carried out business operations.

On March 24, the company disclosed a regulatory work letter concerning related-party asset purchase matters from Tongce Medical Co., Ltd. to a related party. The SSE website shows that the Shanghai Stock Exchange issued a regulatory work letter to Tongce Medical regarding the related-party asset purchase-related matters, covering the parties including the listed company, directors, senior management personnel, the controlling shareholder and actual controller, intermediaries, and their related personnel. As of now, Tongce Medical has not yet disclosed the specific contents of the regulatory work letter or the company’s response measures.

According to the company’s 2025 third-quarter report, in this reporting period, the company achieved operating revenue of RMB 842 million, up 2.34% year over year; net profit attributable to shareholders of the listed company was RMB 192 million, up 2.15% year over year; net profit after deducting non-recurring gains and losses was RMB 192 million, up 1.68% year over year.

From the beginning of the year to the end of this reporting period, the company achieved operating revenue of RMB 2,290 million, up 2.56% year over year; net profit attributable to shareholders of the listed company was RMB 514 million, up 3.16% year over year; net profit after deducting non-recurring gains and losses was RMB 509 million, up 3.09% year over year; and net cash flow from operating activities was RMB 647 million, up 5.34% year over year.

(Responsible editor: Sun Chenwei)