Recently, a subsidiary of Dian Diagnostics Group Co.,Ltd. (SZSE: 300244) plans to spend 149 million yuan to acquire a 48.08% stake in Dipu Diagnostics, achieving controlling interest and consolidation. This acquisition values the target at a premium of more than 6 times, but the target remains in a continuous loss-making state, the performance compensation constraints are relatively weak, and combined with commercialization challenges, this acquisition harbors considerable investment risks.

High-Premium Acquisition of a Loss-Making Target with Weak Performance Compensation Mechanism

Dipu Diagnostics is deeply engaged in two high-end molecular diagnostics platforms: nucleic acid mass spectrometry and nanopore sequencing. It holds patents and medical device registration certificates, making it a research-and-development-oriented enterprise that has not yet achieved profitability. In 2025, its net profit loss was 18.7557 million yuan, and in the first quarter of 2026, it continued to lose 2.073 million yuan. Its operating cash flow has remained persistently negative, relying heavily on external funding to sustain research and development investment. Based on the income approach valuation, the appreciation rate for 100% equity of the target is as high as 621.60%. The transferor has set a performance commitment requiring cumulative non-recurring net profit of no less than 45.03 million yuan over three years, but the assessment pressure is concentrated in the latter two years, and the trigger conditions are set loosely—compensation is only initiated if the three-year cumulative completion rate falls below 90%. More critically, the compensation cap is limited to the seller's remaining 7.92% equity, with no cash backstop. Calculations show that even if the target completely fails to meet its performance targets, the maximum compensation amount is far less than the 149 million yuan acquisition price. The majority of the loss risk will be borne by the listed company, and the constraint on the counterparty is clearly insufficient.

Commercialization Bottlenecks and Non-Negligible Goodwill Impairment Risk

The high valuation is built on optimistic assumptions of product registration and installation volume growth, but both core technologies face commercialization difficulties. Nucleic acid mass spectrometry equipment has a high unit price, most projects are not covered by medical insurance, and clinical demand is insufficient. In the short term, the industry is mainly focused on the research market, and large-scale clinical adoption is expected to take another 3 to 5 years. For nanopore sequencing, clinical standards and charging systems have not yet taken shape, and it is even further from large-scale clinical application. At the same time, the number of players in the sector continues to increase, and homogeneous competition will squeeze profit margins. The optimistic assumptions of the valuation model may fail to materialize. Looking back at history, Dian Diagnostics Group Co.,Ltd. (SZSE: 300244) has already been plagued by goodwill impairment from past acquisitions. From 2015 to 2025, cumulative goodwill impairment provisions approached 1.8 billion yuan, devouring a large amount of operating profit. This acquisition is expected to add approximately 129 million yuan in new goodwill. Goodwill does not require amortization but is subject to annual impairment testing. If Dipu Diagnostics' registration and sales fall short of expectations, the listed company will face large goodwill impairments that directly impact current-period profits. The listed company is betting heavily on cutting-edge technology, but the uncertainty of technology industrialization and weak compensation clauses remind investors to be wary of potential losses from this acquisition.