24x Premium Acquisition of Related Assets Shanghai Stock Exchange Questions the Reasonableness of the Shapuaisi Transaction

Delay, delay again, and the market is still waiting for Sapui Aisi (603168.SH) to respond to the inquiry letter from the Shanghai Stock Exchange.

Recently, a related-party acquisition with a very high premium carried out by this leading company in cataract ophthalmic drugs has drawn extensive attention from the market. According to the company’s announcement, it plans to purchase 100% of the equity interests in Shanghai Qinli Industrial Co., Ltd. (hereinafter referred to as “Shanghai Qinli”), which are held by the controlling shareholder and its persons acting in concert, for cash consideration of 528 million yuan. The target asset’s book net assets are only about 20.97 million yuan, and the appraisal appreciation rate is as high as 2,417.87%. On the day the announcement was released, the Shanghai Stock Exchange promptly issued an inquiry letter, directly pointing to core issues including the fairness of the valuation, the reasonableness of the related-party transaction, and the logic supporting performance.

Immediately following that, the China Securities Investor Service Center (hereinafter referred to as “CSEC”) issued a recommendation letter as a shareholder, exercising the shareholders’ recommendation rights in accordance with the law. It recommended that Sapui Aisi carefully assess the reasonableness of the target company’s future revenue forecasts, reconsider the valuation and consideration of this transaction, so as to protect the interests of the listed company and the legitimate rights and interests of small and medium shareholders.

The latest announcement shows that as of April 1, Sapui Aisi and its intermediaries still need to further verify and improve the contents of the response. After applying to the Shanghai Stock Exchange, the company will again delay its response to the inquiry letter, with the extension time not exceeding 5 trading days.

Public information shows that the target company of this acquisition, Shanghai Qinli, was established in 2022. Its core asset is 100% of the equity interests in Shanghai Tianlun Hospital Co., Ltd. (hereinafter referred to as “Tianlun Hospital”). If this transaction is completed, Sapui Aisi will indirectly hold 100% of the equity interests in Tianlun Hospital.

Whether the target assets can support a highly valued, high-growth expectation is the focus of joint attention from both the market and regulators. The announcement states that this transaction adopts the income approach for valuation. The assessed value of 100% of the target company’s equity interests is 528 million yuan, representing an appreciation of 2,417.87% compared with its consolidated-basis book value of shareholders’ equity of 20.9701 million yuan. The target company is projected to realize revenue of 157 million yuan and net profit of 27 million yuan in 2025. The static price-to-earnings (P/E) ratio corresponding to this transaction is approximately 19.45 times.

The Shanghai Stock Exchange’s inquiry delves into the valuation issue step by step. It requires Sapui Aisi to fully explain the reasonableness of the 24-fold high premium by taking into account factors such as the target’s core competitive advantages, its ability to generate sustained earnings, and its future growth potential, and whether there is any situation in which benefits are being transferred to related parties. It also requires a detailed explanation of the basis for key parameters in the income approach—such as revenue, net profit, and discount rates—based on the target company’s historical operating data, the industry policy environment, the regional competitive landscape, bed utilization rates, and so on.

CSEC, in particular, focuses on the target company’s profit forecast related to revenue from rehabilitation wards. It points to multiple data inconsistencies: the number of beds used in the profit forecast does not match the approved bed count disclosed on Tianlun Hospital’s official website; the predicted trend of operating costs for this business does not match the bed expansion data reflected in the valuation report; and the bed utilization rate used in the profit forecast is far higher than the average bed utilization rates of private hospitals nationwide and in Shanghai.

This transaction includes performance commitments. The transaction counterparty undertakes that the target company will achieve net profits of no less than 32.40 million yuan, 37.30 million yuan, and 42.65 million yuan in 2026, 2027, and 2028, respectively, and that the cumulative net profit over the three years will be no less than 112.35 million yuan. Past performance shows that in recent years the net profit level of Shanghai Qinli has a clear growth gap compared with the committed amounts: its net profits in 2024 and 2025 were 18.98 million yuan and 27.13 million yuan, respectively. Whether it can achieve the performance commitment of high growth for three consecutive years is what the market expects Sapui Aisi to further explain.

The Shanghai Stock Exchange requires Sapui Aisi to provide a detailed explanation of the feasibility of the performance commitments. It also requires disclosure of the target hospital’s departmental structure, charging standards, the proportion of reimbursements from medical insurance, and the stability of its core physician team, and to argue the supporting conditions for future revenue and profit growth. It further requires a full disclosure of the potential impact on the listed company if the performance commitments cannot be met.

Pursuant to the transaction agreement, the consideration for this transaction is 528 million yuan, to be paid using self-owned funds and bank loans. The transaction payments will be made in five installments, with the combined proportion of the first two installments totaling about 370 million yuan. By contrast, Sapui Aisi’s financial fundamentals show mounting pressure on funding. As of the end of Q3 2025, the company’s balance of monetary funds is about 101 million yuan, and its trading financial assets are about 122 million yuan, totaling about 223 million yuan, which is insufficient to cover the transaction consideration. In 2024, the company’s net profit attributable to the parent was -123 million yuan. In 2025, it is expected to incur losses ranging from 228 million yuan to 342 million yuan, with the loss scale continuing to grow.

If the controlling shareholder’s assets are acquired at a high premium by taking on debt, whether it will adversely affect the company’s liquidity, debt repayment capacity, and subsequent operations is a concern commonly raised by investors. The Shanghai Stock Exchange’s inquiry letter also revolves around this real risk. It requires Sapui Aisi to disclose in detail the specific plan for raising the 528 million yuan acquisition funds and to disclose progress on relevant financing arrangements. It also requires an assessment of the potential impact of a large cash outflow on the company’s day-to-day operations, its ability to repay debt, and its financial stability.

In addition, the Shanghai Stock Exchange also requires explanation of whether the relevant medical qualifications, practicing licenses, and medical insurance designated-entity qualifications of Shanghai Tianlun Hospital are complete and valid, and whether there are any administrative penalties or compliance risks.

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