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Questioning AI · Why does Shapuaisi repeatedly acquire related hospitals at high premiums?

Our newspaper (chinatimes.net.cn) reporter Zhao Wenjuan and Na Beijing report

Once known for its eye drops, Shapuaisi has long since embarked on a capital path of “acquiring hospitals” to sustain its story. In mid-March 2026, the company once again issued a heavy announcement: proposing to acquire 100% equity of Shanghai Qinli Industrial Co., Ltd., controlled by the controlling shareholder and its concerted actors, for 528 million yuan in cash, indirectly holding its core asset “Shanghai Tianlun Hospital,” at a premium of over 24 times.

This is the third time Shapuaisi has acquired hospital assets under high premiums from its actual controller. The previous two acquisitions, Taizhou Women and Children’s Hospital and Qingdao Shikang Ophthalmology Hospital, both quickly “changed faces” after the performance commitment period ended, with goodwill repeatedly exploding, directly leading to the company’s continued losses in 2024 and 2025.

Old goodwill burdens not yet lifted, ongoing performance pressure, severe shortage of funds on the books, yet Shapuaisi still chooses high valuation, high betting, high pressure related-party acquisitions. The SSE quickly inquired, and market doubts are heavy: is this a key step in the “medicine + medical” transformation, or a series of capital operations revolving around the actual controller’s assets?

“Landmine” of Goodwill: Performance Slips After Betting Ends

Shapuaisi’s transformation anxiety began with the growth ceiling of its core eye drop business. In 2020, after the actual controller Lin brothers took control, the company quickly shifted to a “pharmaceutical + medical” dual-drive model, but two high-premium related-party acquisitions left a trail of problems.

In 2020, the company spent 502 million yuan to acquire Taizhou Women and Children’s Hospital, nearly tripling the premium, forming 336 million yuan in goodwill. The deal set a three-year performance commitment: from 2020 to 2022, the net profit excluding non-recurring gains and losses must total at least 110 million yuan. During the commitment period, the target achieved a cumulative net profit of 103 million yuan, a completion rate of 93.84%, seemingly “qualified.” However, right after the commitment period ended, performance plummeted: net profit in 2023 dropped to 26.9646 million yuan, further shrank to 8.19M yuan in 2024, about 80% below the peak of the commitment period. Following this, Shapuaisi accrued a total impairment of 13.03M yuan in goodwill, directly causing the company’s net profit attributable to parent in 2024 to lose 123 million yuan.

In 2023, the company spent 67 million yuan to acquire Qingdao Shikang Ophthalmology Hospital, related to Lin brothers’ cousin, with a premium of 299.51%, forming 52 million yuan in goodwill. The performance commitment from 2022 to 2024 was a cumulative net profit of 13.5 million yuan, with actual achievement of 468k yuan, a completion rate of 96.53%, again “barely meeting the standard.” In the final year of the commitment (2024), net profit directly plunged to 3.5842 million yuan, triggering 3.4572 million yuan in goodwill impairment.

Both acquisitions followed a highly similar pattern: stable performance during the commitment period → sharp slowdown after the commitment ends → goodwill impairment → swallowing the listed company’s profits. As of the end of 2024, the company still carried over 330 million yuan in goodwill; with losses exceeding 120 million yuan in 2024, and a forecast of continuing losses of 213 million to 319 million yuan in 2025, goodwill impairment is the core drag.

In these two acquisitions, Lin brothers and related parties cashed out 569 million yuan at high premiums, while Shapuaisi took on a goodwill burden of 332 million yuan, falling into a vicious cycle of “acquire—bet—impair—loss.” More ironically, the two failed bets resulted in only 9.4753 million yuan and 32.4M yuan in compensation, compared to the more than 56 million yuan in goodwill impairment recognized by the listed company—just a drop in the bucket.

“Encountering the same pattern twice in a row is no coincidence; it’s inevitable,” said well-known tax and finance expert Liu Zhigeng in an interview with Huaxia Times. “This exposes deep issues in their capital operations: 1. Concentrated risks in related-party transactions: both acquisitions target related assets of the actual controller Lin brothers, with premiums over 270%, hinting at valuation detachment from fundamentals and potential benefit transfer. 2. Failure of risk control systems: the company failed to learn from previous failures (Taizhou Hospital, Qingdao Shikang), and still used high-growth, high-bet models for Tianlun Hospital without more cautious due diligence or better risk measures. 3. Blind strategic execution: in pursuit of quickly advancing the ‘pharmaceutical + medical’ strategy, they may have sacrificed transaction quality, with aggressive commitments to related parties lacking independent judgment, leading to continuous risk accumulation.”

Third “Magnified Version”: Higher Premium, Greater Financial Pressure

In 2026, Shapuaisi announced its third related-party acquisition: paying 528 million yuan to acquire 100% of Shanghai Qinli Industrial, with the core asset being Shanghai Tianlun Hospital. Structurally, this is almost a magnified version of the previous two models.

The announcement shows that the target company’s net assets are only 20.97 million yuan, but the valuation increased by 507 million yuan, a rise of 2,417.87%. The high valuation is supported by a 2025 net profit of 27.1396 million yuan, a significant increase from before. But in an environment where private hospitals’ growth slows and competition intensifies, how can a comprehensive hospital with only 95 licensed beds achieve profit growth far exceeding peers? Its sustainability has not been reasonably explained.

The new three-year performance commitments are equally aggressive: from 2026 to 2028, net profits must be at least 37.3M, 42.65M, and 14.86M yuan respectively, totaling no less than 112 million yuan, with a three-year compound growth rate of 16.3% based on 2025. Under the background of medical insurance cost control and intensified industry competition, achieving this target is highly challenging.

Even greater pressure comes from the funding side. The acquisition price of 528 million yuan will be paid in five installments, with about 370 million yuan paid in the first two installments. As of the end of Q3 2025, the company’s cash and cash equivalents were only 101 million yuan, and trading financial assets were 122 million yuan, totaling about 223 million yuan available—far below the acquisition price. The company said it would use self-owned funds plus bank loans, but financing costs and debt repayment pressures will further worsen its already fragile financial situation.

“More critically, the previous two acquisitions have proven that the actual controller’s asset quality is poor, yet they still inject at high premiums, creating a cycle of ‘cash-out—goodwill impairment—reacquisition,’ with small investors becoming the last link in the chain,” said Gao Chengyuan, a well-known financial writer and director of the Impact Research Institute.

On the night of the announcement, the SSE immediately issued an inquiry letter, focusing on four core issues: valuation reasonableness and fairness, achievement of performance commitments, sources of funds and payment ability, and ownership and operational qualifications of the target assets. The China Securities Investment Consulting Center also issued a letter questioning the fairness of the transaction. Whether the deal can proceed smoothly remains uncertain.

Main Business Shrinking: Core Products No Longer Selling

These three high-premium related-party acquisitions, on the surface, are strategic layouts for “pharmaceutical + medical” transformation, but in reality, they reveal the company’s deep-rooted difficulties of sluggish growth and underperforming main business.

The 2025 performance forecast shows the company expects a net loss attributable to the parent of 213 million to 319 million yuan for the full year, with a non-recurring loss of 228 million to 342 million yuan—marking the second consecutive year of non-recurring loss.

(Screenshot from the 2025 performance forecast announcement)

Once famous for its “miracle drug” for cataracts, Shapuaisi’s main business is now continuously shrinking. The sales of its core product, benzalconium eye drops, fluctuated greatly, with a 33.84% year-over-year decline in 2024, directly impacting revenue. The 2024 financial report shows revenue of 484 million yuan, down 24.96%; net loss of 123 million yuan, a sharp drop of 585.85%. Among them, sales revenue of the core product eye drops was only 188 million yuan, down 32.24%, with gross profit margin falling to 69.77%. In the first three quarters of 2025, revenue was 351 million yuan, continuing to decline by 2.44%. The ongoing pressure on main business revenue is a direct driver for the company’s push into “pharmaceutical + medical” transformation.

The market environment is also severe. Data shows that the market share of eye drops for cataracts in China has fallen from 56.67% in 2020 to 31.81% in 2024, nearly halving over four years. The market size of cataract eye drops was only 537 million yuan in 2024, down 1.01% year-over-year, with a compound annual decline of 5.98% from 2020 to 2024. Even though the company’s eye drop products still hold a 31.39% share of this segment, they cannot resist the overall shrinking trend.

Meanwhile, another core product, cefixime, also faced a downturn, with revenue only 75.0576 million yuan in 2024, a plunge of 49.77%. The two main pillars are both faltering, and the company’s revenue structure has become fragile.

The lack of R&D support hampers the enhancement of core competitiveness. In 2024, R&D expenditure was 57.5775 million yuan, accounting for 11.89% of revenue; but in the first three quarters of 2025, R&D investment sharply dropped to 14.862 million yuan, only 4.24%. Although the company has laid out new drug projects like atropine sulfate eye drops, no products have yet been scaled up, unable to offset the decline of traditional products.

Under the dual pressures of shrinking main business and goodwill impairment, the company’s financial condition continues to deteriorate. In 2019, the asset-liability ratio was only 6.31%, with no long- or short-term loans; by the end of Q3 2025, it had risen to 24.08%. The Phase II construction project of Taizhou Hospital has been postponed to September 30, 2026, and major shareholders Chen Dekang and Shanghai Jingxing have recently announced plans to reduce holdings.

All signals indicate that the company has yet to find a balance between capital operations and business management. The same script has played out twice in tragedy. When the third act begins, will the ending be different? The Huaxia Times reporter attempted to contact Shapuaisi for an interview but received no reply as of press time.

Editor: Jiang Yuqing Chief Editor: Chen Yanpeng