Shapuai Si's acquisition of related-party assets prompts inquiry from the Shanghai Stock Exchange; concerns focus on the 5.28 billion valuation and performance commitments.

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Zhejiang Shapu Aisi Pharmaceutical Co., Ltd. (stock code: 603168, stock abbreviation: Shapu Aisi) announced on March 18, 2026, that the company received an inquiry letter from the Shanghai Stock Exchange on March 17 regarding the related party asset purchase matters (Shanghai Stock Exchange Public Letter [2026] No. 0514). The exchange raised multiple inquiries regarding the company’s proposed cash acquisition of 100% equity in Shanghai Qinli Industrial Co., Ltd. (hereinafter referred to as “Shanghai Qinli”) for 528 million yuan, requiring the company to respond in writing and fulfill its information disclosure obligations within five trading days.

It is reported that the core asset of Shanghai Qinli that Shapu Aisi intends to acquire is its wholly-owned subsidiary, Shanghai Tianlun Hospital Co., Ltd. (hereinafter referred to as “Tianlun Hospital”). The counterparties are the company’s controlling shareholder and its related parties, Shanghai Yanghe Industrial Co., Ltd. and Shanghai Yihe Medical Management Co., Ltd. The announcement shows that the assessed value of 100% equity in Shanghai Qinli is 528 million yuan, with net assets of 20.97 million yuan, an assessed increase of 507 million yuan, and an appreciation rate of up to 2417.87%. According to the 2025 financial data, the target company achieved an operating income of 157 million yuan and a net profit of 27 million yuan, with a static price-earnings ratio of approximately 19.45 times for this transaction.

The inquiry letter from the exchange mainly focuses on four aspects: the reasonableness and fairness of the transaction valuation, the achievability of performance commitments, the source and payment capacity of funds, and the ownership, operational qualifications, and transition period arrangements of the target assets.

Regarding transaction valuation, the exchange requires the company to explain the specific basis and achievability of the revenue growth rates for operating income from 2026 to 2031 (9.50%, 8.34%, 7.52%, 6.37%, 5.79%, 5.39%, respectively) in the income approach assessment, considering the competitive landscape of the market where Tianlun Hospital is located, medical insurance policies, bed occupancy rates, and average daily costs; explain the reasonableness of selecting seven comparable companies such as Yinkang Life and Samsung Medical, and whether there is any selective choice leading to an inflated valuation; and demonstrate the fairness of the transaction price by comparing it with similar transaction cases, checking for any situations involving the transfer of benefits to related parties.

Regarding performance commitments, the counterparties promised that the net profits of the target company will not be less than 32.4 million yuan, 37.3 million yuan, and 42.65 million yuan for 2026-2028, which shows significant growth compared to 18.98 million yuan and 27.13 million yuan for 2024-2025. The exchange noted that the previously acquired Taizhou Maternal and Child Hospital and Qingdao Shikang Ophthalmology Hospital experienced performance declines after the performance commitment periods, facing goodwill impairment risks, and thus required the company to supplement the operating data of Tianlun Hospital from the past three years, the reasons for performance fluctuations, the achievability of this performance commitment, and the specific measures to ensure stable operations after the performance commitment period.

As for the source of funds, the announcement indicates that the 528 million yuan transaction price will be paid through self-owned funds and bank loans. However, as of the end of the third quarter of 2025, the company’s cash and trading financial assets totaled about 223 million yuan, which is insufficient to cover the transaction price, and the payment ratios for the first two periods total about 370 million yuan. The exchange requires the company to clarify its fundraising arrangements and fulfillment capacity, including the impact of using acquisition loans—such as the loan amount, term, interest rate—on the company’s financial status, and the effects of this large cash acquisition on the company’s liquidity, debt repayment capacity, and subsequent operations.

Additionally, the exchange inquired whether the equity structure of Tianlun Hospital is clear, whether core operational qualifications are complete and valid, whether there are flaws in the rental situation of the main operating premises, and the compensation mechanism for events that may cause a loss in value of the target company, such as major medical accidents during the transition period.

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Editor: Xiaolang Express