Unicomp Technology (Group) Co.,Ltd. has drawn intense regulatory scrutiny over its planned acquisition of Filai Testing, with authorities questioning whether the deal's valuation methods and performance commitments adequately protect minority shareholder interests. The company agreed to acquire the target for a total consideration of 936 million yuan, reflecting a staggering 470% premium, yet the earnings guarantee structure has raised eyebrows among watchdogs and market participants alike.

At the heart of the controversy lies a significant discrepancy between the promised earnings and the acquisition price. The target company's management has committed to cumulative net profits of just 180 million yuan over a three-year period, which covers merely 19% of the total transaction value. Rather than directly addressing this shortfall in its response to exchange queries, the company pivoted to an alternative metric, arguing that the proportion of consideration subject to compensation obligations approaches 70% of the total deal value.

Critics argue this framing conflates the actual compensation capacity with the proportion of shares pledged, effectively diluting the strength of the earnings guarantee. When compared to standard industry practices where sellers bear full responsibility for performance shortfalls, the current arrangement appears to offer a significant discount on accountability. The company maintains that including angel-round investors as additional compensation obligors expands the protective umbrella, and that the lock-up periods tied to performance milestones further safeguard corporate interests.

The acquisition structure has also drawn fire for its complex differential pricing mechanism, involving twelve shareholders, six valuation tiers, two distinct performance periods, three payment methods, and multiple lock-up schedules. Regulatory authorities have demanded clarification on why different shareholder classes face different performance thresholds, with management shareholders required to meet only 90% of annual profit targets and angel investors facing an even more lenient 80% benchmark before compensation triggers. More concerning, the settlement mechanism allows for cumulative assessment at the end of the performance period, potentially enabling underperformance in individual years to be offset by stronger years elsewhere.

Adding to the concerns, the company's rights issue extends options to certain investors to alter their compensation obligations, which regulators suggest could effectively reduce their liabilities. The valuation itself has come under question, with authorities requesting justification for the significant valuation changes compared to transactions involving external investors over the past three years. The company's recent acquisition spree has also attracted attention, with Unicomp Technology completing multiple deals in succession, including the purchase of a 55% stake in Zhuhai Jiuyuan for 90.75 million yuan and the acquisition of Singapore-based semiconductor diagnostic equipment maker SSTI for 269 million yuan.

These aggressive expansion moves have coincided with a dramatic surge in the company's market value, with shares climbing from under 50 yuan in mid-2025 to a peak exceeding 214 yuan earlier this year, representing a more than threefold increase before settling at current levels above 140 yuan. While the company characterizes its external growth strategy as long-term and steadfast, the pattern of frequent acquisitions combined with stretched valuations and seemingly watered-down performance commitments has left investors wondering whether the empire-building approach truly serves shareholder interests or merely inflates the company's market capitalization.

The regulatory inquiry remains ongoing, with the company most recently revising its restructuring report to update the audit reference date and address additional feedback from the Shanghai Stock Exchange. Meanwhile, market observers continue to debate whether the elaborate safeguards layered into this transaction provide genuine protection or simply create an illusion of security for minority investors.