Company Quick Review | Delayed response, then delayed again; the 24-fold premium acquisition of related assets by Shapu Aisi has attracted regulatory attention. The company should carefully consider the reasonableness of the transaction.

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Commentator Du Yu

Under the intense scrutiny of regulatory authorities, the high-premium related acquisition by Shapu Aisi (SH603168) is caught in a cycle of “delayed—delayed again.” On April 1st, the company announced it would once again postpone responding to the inquiry letter from the Shanghai Stock Exchange, marking yet another delay after the matter drew attention. This transaction, which proposes to acquire Shanghai Qinli Industrial Co., Ltd. (hereinafter “Shanghai Qinli”) held by the controlling shareholder and its concerted parties for 528 million yuan in cash, has a book net asset value of only 20.97 million yuan, yet the assessed value has surged by 24,17.87%, prompting rapid inquiry from the SSE on the day of disclosure. Now, the reply states that “further verification and improvement are needed,” deepening market doubts.

Whether the target assets can support the high valuation and high growth expectations is a shared concern of regulators and investors. Shanghai Qinli was established in 2022, and there is a clear disconnect between the core asset, Tianlun Hospital’s historical operating data, and the promised performance: net profits for 2024 and 2025 are 18.98 million yuan and 27.13 million yuan respectively, while the transaction counterpart promises net profits of no less than 32.40 million yuan, 37.30 million yuan, and 42.65 million yuan for 2026-2028, with a total commitment of 112 million yuan over three years. From less than 20 million to three consecutive years of high growth, can this leap of logic withstand scrutiny? Moreover, the China Securities Investment Center has pointed out multiple contradictions in profit forecasts—discrepancies between bed counts and official disclosures, bed utilization rates far above regional averages, and cost forecasts inconsistent with bed expansion.

Shapu Aisi explains this acquisition as a strategic layout in the healthcare service sector, emphasizing that the target company already has stable profitability. However, this explanation has not fully dispelled market doubts, especially when the company’s financial fundamentals starkly contrast with the transaction price, revealing more risks. As of the third quarter of 2025, the company’s cash and tradable financial assets totaled only about 223M yuan, insufficient to cover the 528 million yuan transaction price; in 2024, net profit attributable to the parent was a loss of 123 million yuan, with an estimated loss expanding to between 228 million and 342 million yuan in 2025. Under continuous losses, borrowing to acquire the controlling shareholder’s assets could adversely affect liquidity, debt repayment capacity, and future operations.

More critically, the high premium and related-party attributes of this transaction form a “double risk” that warrants close attention. The counterparty is the controlling shareholder and its concerted parties; the valuation of the target has increased 24 times over its book value, with a static P/E ratio of about 19.45, while the company itself is mired in losses. Does this “left hand giving to the right hand” capital operation involve transferring benefits to related parties? If performance commitments are not met, the listed company will face dual pressures of goodwill impairment and financial deterioration. Behind the delay in response, Shapu Aisi needs to demonstrate not only the progress of verification and improvement but also the rationality of decision-making, fairness of valuation, and genuine respect for the rights of small and medium shareholders.

In the capital market, each delay in response consumes market patience and corporate integrity. Shapu Aisi’s 24-fold premium acquisition acts like a magnifying glass, focusing on the transparency of related-party transactions and the compliance boundaries of controlling shareholders. While pursuing business transformation, maintaining timely, complete, and accurate information disclosure is fundamental to safeguarding investor confidence and healthy market development. For Shapu Aisi, how to address market concerns about the credibility of earnings forecasts, the feasibility of capital raising, and the fairness of related-party transactions under the pressure of delayed responses will be a key test of its market responsibility and governance level. After all, behind the halo of high-premium acquisitions lies investors’ deep expectations for the future value of listed companies and fair trading principles.