China Resources Sanjiu's $890 Million Acquisition of Tasly Gains Final Regulatory Approval

A-share Market Receives Major News. Tasly Group announced that it received a notice from CR SANJIU on February 6, stating that CR SANJIU had recently received the "Approval of the State-owned Assets Supervision and Administration Commission of the State Council on Relevant Matters Concerning CR SANJIU's Acquisition of Tasly Pharmaceutical Group Co., Ltd." (Guo Zi Chan Quan [2025] No. 30), forwarded by China Resources Holdings.

The State-owned Assets Supervision and Administration Commission of the State Council has approved CR SANJIU’s acquisition by agreement of the Tasly shares held respectively by seven entities—Tasly, Tianjin Heyue Technology, Tianjin Kangshun Technology, Tianjin Shunqi Technology, Tianjin Shanzhen Technology, Tianjin Tongming Technology, and Tianjin Hongxun Technology—in the amounts of 351.619489 million shares, 29.175350 million shares, 12.503722 million shares, 7.252158 million shares, 6.460255 million shares, 5.668354 million shares, and 5.626674 million shares.

Upon completion of this acquisition, the controlling shareholder of Tasly will change to CR SANJIU, and the actual controller will change to China Resources. The “China Resources Group” will also welcome a formidable player with a market capitalization in the tens of billions.

In fact, this major acquisition originated last year. In August 2024, Tasly announced that its controlling shareholder, Tasly Group, and parties acting in concert had entered into a Share Transfer Agreement with CR SANJIU. Under the agreement, Tasly Pharmaceutical Group and parties acting in concert will transfer a 28% equity stake to CR SANJIU for a consideration of RMB 6.212 billion.

Since last year, multiple parties—including the State Administration for Market Regulation, the State-owned Assets Supervision and Administration Commission of the State Council, and CR SANJIU—have been working in concert to facilitate this landmark transaction.

First, the announcement issued last August revealed that the transaction involves horizontal competition. Specifically, Tasly’s pharmaceutical retail chain business competes with China Resources Pharmaceutical’s retail chain operations, and Tasly’s eszopiclone tablets compete with CR SANJIU’s zopiclone tablets. To safeguard the interests of Tasly and its shareholders, CR SANJIU, its controlling shareholder China Resources Pharmaceutical Holdings, and its actual controller China Resources have issued a Letter of Commitment on Avoiding Horizontal Competition. Within five years following the completion of this transaction, they shall resolve the aforementioned existing horizontal competition between the committing parties and their controlled subsidiaries and Tasly and its controlled subsidiaries through statutory procedures, including but not limited to custodianship, asset (equity) transfers, and business integration.

Secondly, on February 4 this year, CR SANJIU issued another announcement, stating that it had recently received the “Decision Not to Prohibit Concentration of Undertakings” (Anti-Monopoly Enforcement Review Decision [2025] No. 72) from the State Administration for Market Regulation. The issuance of this decision signifies that CR SANJIU’s acquisition of equity in Tasly has formally passed antitrust review, removing a key obstacle to the subsequent progress of the transaction.

Third, on February 6 of this year, CR SANJIU announced that it had recently received the “Reply on Matters Concerning CR SANJIU’s Acquisition of Tasly Pharmaceutical Group Co., Ltd.” (Guo Zi Chan Quan [2025] No. 30) forwarded by China Resources via the State-owned Assets Supervision and Administration Commission of the State Council (SASAC). According to the aforementioned document, SASAC approved CR SANJIU’s acquisition by agreement of the shares in Tasly held respectively by seven entities, including Tasly itself.

The State Administration for Market Regulation and the State-owned Assets Supervision and Administration Commission of the State Council have both issued relevant documents, providing a significant boost to the smooth advancement of this transaction. On this basis, the acquisition will be formally implemented after undergoing further review by the Board of Directors of CR SANJIU and approval by its Shareholders’ General Meeting.

With this, CR SANJIU’s acquisition of Tasly is essentially “sealed.” Influenced by the news, Tasly’s stock opened at RMB 14.92 per share today, rising to a high of RMB 15.15 per share, with its latest market capitalization reaching RMB 22.33 billion. The “CR Group” is about to welcome a leading traditional Chinese medicine enterprise with a market value of up to RMB 22 billion.

As a leading enterprise in the Chinese herbal medicine sector of China’s A-share market, Tasly has developed a comprehensive modern Chinese medicine portfolio primarily focused on cardiovascular and cerebrovascular treatments. Adhering to international innovation standards and modern medical criteria, the company has leveraged its flagship product, Compound Danshen Dripping Pills, to drive a series of branded products, including Yangxue Qingnao Granules (Pills), Qishen Yiqi Dripping Pills, and Yiqi Fumai for Injection.

Among these, Tasly’s exclusive product, Compound Danshen Dripping Pills, achieved retail pharmacy sales of RMB 1.27 billion in 2022, accounting for 57.88% of all Compound Danshen-based products, and ranked first among orally administered Chinese proprietary medicines for cardiovascular and cerebrovascular diseases in the medical institution terminal. Another flagship product, Yangxue Qingnao Granules/Pills, topped the national market share ranking in 2022 and has long held the number one position among the top 10 generic names of Chinese proprietary medicines for the nervous system at the terminal of public medical institutions in China.

As a leader in the traditional Chinese medicine (TCM) industry chain, CR SANJIU has established a presence in sectors including TCM raw materials, TCM formula granules, premium TCM products, and the Panax notoginseng industry chain. Its current core business is positioned in the fields of Consumer Health Care (CHC) products and prescription drugs. The CHC product portfolio covers nearly 10 categories, such as cold and flu, dermatology, gastrointestinal health, cough relief, orthopedics, pediatrics, and dietary nutritional supplements. The prescription drug business spans therapeutic areas including oncology, cardiovascular and cerebrovascular diseases, digestive system disorders, orthopedics, and pediatrics, featuring multiple prescription drug varieties such as 999 Lixuewang Brand Xuesaitong Soft Capsules, Shenfu Injection, Huachansu Tablets and Injections, and Yixuesheng Capsules.

Among them, CR SANJIU’s “999 Ganmaoling” and “999 Compound Ganmaoling” ranked first and second, respectively, in the traditional Chinese medicine (TCM) category for cold and cough remedies in the 2021 Comprehensive Statistical Ranking of Over-the-Counter (OTC) Drug Products in China. In addition to the Sanjiu Ganmaoling brand, which has already become a blockbuster product with retail terminal sales exceeding RMB 2 billion, several single products in the adult segment—including Compound Ganmaoling, Qiangli Pipa Lu (Strong Loquat Syrup), and Ganmao Qingre Keli (Cold-Clearing and Heat-Resolving Granules)—have each generated revenues exceeding RMB 100 million. In the pediatric cold care segment, products such as Pediatric Ganmaoling and Pediatric Paracetamol, Artificial Cow-bezoar, and Chlorphenamine Maleate Granules have also achieved annual sales surpassing RMB 100 million.

Following CR SANJIU’s successful acquisition of Tasly, the two industry leaders can integrate their resources to leverage each other’s strengths and achieve multi-party win-win outcomes.

First, on the market side,Tasly boasts several well-known commercialized products, including Compound Danshen Dripping Pills. Through this acquisition, CR SANJIU can expand into additional therapeutic areas, enrich its product portfolio, and enhance its market competitiveness. Furthermore, both companies enjoy high visibility and strong brand influence within the pharmaceutical industry. Their strategic alliance will strengthen their brand image and recognition in the sector, helping to attract more clients and consumers.

Secondly, on the R&D side,The R&D platforms and technical teams of both companies are among the top tier in China in areas such as modern traditional Chinese medicine (TCM) research and development. Following the acquisition, both parties can gain access to new R&D technologies and experience from each other, thereby accelerating the R&D process and enhancing innovation capabilities. Notably, Tasly has over 100 products in its pipeline. In 2023, Tasly’s R&D expenditure reached RMB 1.315 billion, a year-on-year increase of 29.49%, placing it at the forefront of TCM enterprises. The acquisition by CR SANJIU will provide significant financial support, alleviating Tasly’s funding pressures in R&D and helping to accelerate the progress of its existing projects.

Furthermore, their sales channels can complement each other.Currently, Tasly holds an advantage in hospital-based sales, while CR SANJIU focuses more on the OTC (over-the-counter) channel. The combination of the two will create a robust sales network covering both hospital and non-hospital settings. Leveraging this sales network, along with CR SANJIU’s strengths in marketing and hospital distribution bidding, the products of CR SANJIU and Tasly will reach broader markets and accelerate the commercialization of new products.

Furthermore, Tasly holds advantages in the intelligent manufacturing of traditional Chinese medicine (TCM), while CR SANJIU has accumulated certain capabilities in automation, informatization, and digitalization through projects such as the intelligent transformation of its Guanlan Base. The combination of the two may spark further innovations in the intelligent manufacturing of TCM.

Overall, this acquisition has not only drawn widespread market attention, but the change in controlling shareholders also signals that Tasly will face new development opportunities and challenges. CR SANJIU will leverage this opportunity to further enrich its product portfolio, enhance its competitiveness in the field of traditional Chinese medicine (TCM), and consolidate its industry-leading position. By fully integrating resources from both parties, it will strengthen its risk resilience and better respond to changes in industry policies and market competition.

References:

1. “CR SANJIU: Acquires Tasly, Bolstered by Multi-Dimensional Tailwinds—Is the Stock Price Set to Skyrocket?”

2. “Over RMB 13 Billion, Five M&A Deals: What Else Does China Resources Want to Acquire?”