Company Quick Review | Delayed response followed by further delay, Shapu Aisi's 24-fold premium acquisition of related assets draws regulatory attention, and the company should carefully consider the reasonableness of the transaction

Ask AI · Does a 24-fold premium in a related-party transaction harm the interests of minority shareholders?

Daily Economic News Commentator Du Yu

Under the glare of regulatory supervision, a high-premium related-party acquisition by Shapur Aisi (SH603168) is getting stuck in a cycle of “delay—delay again.” On April 1, the company announced that it would once again postpone its response to the inquiry letter from the Shanghai Stock Exchange, which is yet another postponement after the matter drew attention. The transaction is intended to acquire, for cash of 528 million yuan, Shanghai Qinli Industrial Co., Ltd. (hereinafter referred to as “Shanghai Qinli”), which is held by the controlling shareholder and its parties acting in concert. The target asset’s book net asset value is only 20.97 million yuan, yet the appraisal appreciation rate is as high as 2417.87%. The day the announcement was disclosed, the Shanghai Stock Exchange quickly launched inquiries; now the reply says that “further verification and improvement are still needed,” which only deepens market doubts.

Whether the target asset can support a highly inflated valuation and high-growth expectations is a key focus for both regulators and investors. Shanghai Qinli was established in 2022. There is an obvious gap between the historical operating data of its core asset, Tianlun Hospital, and the committed performance: net profits for 2024 and 2025 are 18.98 million yuan and 27.13 million yuan, respectively, while the transaction counterparty commits that net profits for 2026 to 2028 will be no less than 32.40 million yuan, 37.30 million yuan, and 42.65 million yuan, respectively—totaling 112 million yuan in promised earnings over three years. From under 20 million yuan to continuous high growth for three years, can the logic behind this leap stand up to scrutiny? What’s more, the China Securities Investment Protection Fund has pointed out multiple data contradictions in the profit forecasts—bed counts that do not match what the official website discloses, occupancy rates far higher than the regional average, and cost forecasts that do not align with bed expansion.

Shapur Aisi’s explanation for this acquisition is that it is optimistic about the strategic layout in the medical services sector, emphasizing that the target company already has stable profitability. However, this claim has not fully dispelled market concerns—especially when the company’s financial fundamentals are glaringly contrasted with the transaction consideration, more risks are coming to light. As of the end of the third quarter of 2025, the company’s total monetary funds and trading financial assets are only about 223 million yuan, which is insufficient to cover the 528 million yuan transaction consideration. In 2024, its net profit attributable to shareholders was a loss of 123 million yuan, and in 2025 the expected loss is set to widen to between 228 million yuan and 342 million yuan. In the context of continuing losses, will borrowing to acquire the controlling party’s assets adversely affect liquidity, debt-servicing capacity, and subsequent operations?

More importantly, the combination of the transaction’s high premium and its related-party nature creates a “dual risk” that warrants heightened vigilance. The transaction counterparty is the controlling shareholder and its parties acting in concert. The appraised value of the target represents a 24-fold increase over its book value, with a static price-to-earnings ratio of approximately 19.45 times, while the company itself is already mired in a swamp of losses. Does this capital operation of “passing money from left hand to right hand” involve transferring benefits to related parties? Once the performance commitments fail, the listed company will face dual pressures of goodwill impairment and financial deterioration. Behind the veil of the postponed reply, what Shapur Aisi needs to show to investors is not only the progress of verification and improvement, but also the rationality of its decision-making, the fairness of its valuation, and its genuine respect for the rights and interests of minority shareholders.

In the capital market, every postponed reply consumes market patience and corporate credibility. Shapur Aisi’s 24-fold premium acquisition case, like a magnifying glass, focuses attention on the transparency of related-party transactions and the compliance boundaries of the controlling party’s conduct. While pursuing business transformation, maintaining timely, complete, and accurate disclosure is the cornerstone for safeguarding investor confidence and promoting healthy market development. For Shapur Aisi, how to address market doubts about the credibility of performance forecasts, the feasibility of funding arrangements, and the fairness of related-party transactions under the pressure of delayed replies will be an important basis for testing its sense of market responsibility and governance level. After all, behind the halo of a high-premium acquisition lie investors’ deep expectations for the listed company’s future value and the principles of fair dealing.

Daily Economic News