On March 24, Tongce Medical announced that it plans to acquire 100% equity of four companies, Hangzhou Cunji Optometry, Ningbo Guangji Optometry, Hangzhou Guangji Optometry, and Xinchang Guangji Optometry, with 600 million yuan of its own funds. This transaction is a related transaction and does not constitute a major asset restructuring. It still needs to be submitted to the company's shareholders' meeting for review.
The announcement shows that the target companies are directly or indirectly held by Zhejiang Tongce Eye Hospital Investment Management Co., Ltd. controlled by Lu Jianming, the actual controller of Tongce Medical. The transaction pricing is based on the asset evaluation results on December 31, 2025 as the evaluation base date. The overall evaluation value of the target is 703 million yuan, and the final transaction price is 600 million yuan after negotiation. The operating conditions of the four target companies are differentiated. Among them, Hangzhou Cunji Optometry is the core profitable asset, with a net profit of 55.5848 million yuan in 2025, and a value-added rate assessed by the income method of 1282.14%; Ningbo Guangji Optometry and Xinchang Guangji Optometry will both have a loss in 2025. Hangzhou Guangji Optometry has not yet actually started business, and is transferred at a consideration of 0 yuan.
The counterparty to the transaction simultaneously made performance commitments. The cumulative net profit of the core target Hangzhou Cunji Glasses from 2026 to 2028 will not be less than 180 million yuan, and the cumulative net profit from 2026 to 2030 will not be less than 300 million yuan. This time, a dual cash compensation mechanism with three-year settlement and five-year final settlement is set up. The upper limit of compensation is 100% of the equity transfer amount. If the five-year performance reaches the standard, the company will return the compensation paid. In terms of payment, the transfer fee will be paid in three installments, with 60% to be paid within 7 days after the agreement takes effect, 30% to be paid within 30 days and 10% to be paid within 6 months after the completion of the industrial and commercial changes. All potential risks of the target company before the delivery date will be borne by the transferor.
(Tongce Medical Announcement)
