Analysis of ST Fanli (600228) Terminating the Acquisition of 60% Equity in Guangzhou Fengteng Network Technology

Based on the collected information, I will conduct an in-depth analysis of ST Fanli (600228)'s termination of the acquisition of 60% equity in Guangzhou Fengteng Network Technology.

On January 14, 2026, ST Fanli (600228.SH) issued an announcement, stating the termination of the plan by its wholly-owned subsidiary Shanghai Zhongyan Information Technology Co., Ltd. to acquire 60% equity in Guangzhou Fengteng Network Technology Co., Ltd. for no more than RMB 28.8 million [1]. The acquisition plan was first disclosed on June 26, 2025, and was originally intended to enhance the company’s marketing capabilities across multiple traffic platforms by integrating Guangzhou Fengteng’s core competencies in intelligent delivery systems, data algorithms, and refined operations [2].

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The original strategic intent of the acquisition was clear:

• Strengthen advantages in internet performance marketing
  : Enhance the company’s overall marketing service capabilities by integrating the target company’s core technical capabilities [2]
• Expand performance marketing business scale
  : Leverage Guangzhou Fengteng’s advantages in intelligent delivery, data algorithms, etc. to expand market share
• Deepen collaboration with e-commerce platforms
  : Strengthen synergies with upstream e-commerce platforms to provide sustained momentum for the growth of guide shopping, advertising, and other businesses [2]

The termination of the acquisition means that the above strategic objectives need to be achieved through other channels.

According to the original acquisition plan, the financial data of Guangzhou Fengteng as of the evaluation benchmark date (March 31, 2025) shows:

• Book value of total assets: RMB 91.1911 million
• Book value of owner’s equity: RMB 27.5449 million
• Appraised value: RMB 65.3 million (value-added rate: 137.07%) [2]

If this transaction had been successfully completed, it would have brought significant performance growth to the company. The termination of the acquisition will slow down the company’s expansion pace in the performance marketing field.

The company stated that the termination of the acquisition is “to improve the company’s capital utilization efficiency” [1]. Against the backdrop of the current delisting risk warning, retaining cash resources for core business development has become a better option. This reflects the management’s pragmatic adjustment in strategic resource allocation.

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According to the company’s abnormal stock price fluctuation announcement dated December 17, 2025:

• The company’s audited
  net profit was negative
  in 2024
• Operating income after deducting income unrelated to the main business and lacking commercial substance was
  less than RMB 300 million
• Triggered the relevant delisting risk warning provisions stipulated in the Shanghai Stock Exchange Stock Listing Rules
• The company’s stock has been subject to a
  delisting risk warning
  since April 28, 2025 [3]
• Whether the company can meet the requirements to have the delisting risk warning removed in 2025 is
  still uncertain
  [3]

The termination of the acquisition has dual impacts on the plan to reverse losses and maintain listing status:

• Lost a potential profit-contributing asset (Guangzhou Fengteng has performance commitment assessments for 2025-2027)
• Expansion of performance marketing business scale is restricted
• Need to rely on existing businesses to reverse losses, increasing difficulty

• Avoided potential uncertain risks in the event of incomplete delivery
• Retained RMB 28.8 million in cash for core business development
• Reduced the risk of goodwill impairment caused by integration failure

Facing severe delisting risks, the company has clarified a refined operation strategy for its three major business units:

• Guide Shopping Business
  : Consolidate core guide shopping service capabilities
• Performance Marketing
  : Improve marketing efficiency across multiple traffic platforms
• Platform Technology Services
  : Expand scenarios and scope of technology services [3]

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From a strategic perspective, the management’s decision to terminate the acquisition amid long-term lack of substantive progress in equity delivery reflects the following considerations:

• Risk Control Priority
  : Avoid continuing to invest resources amid high uncertainty in delivery
• Optimal Resource Allocation
  : Concentrate limited funds on core businesses with higher certainty
• Pragmatic Attitude
  : Prioritize ensuring stable operation of existing businesses during the critical period of maintaining listing status

Focus Area	Key Indicator
Profitability of Main Business	Whether 2025 net profit turns positive
Revenue Scale	Whether operating income after deducting non-recurring gains and losses reaches RMB 300 million
Cash Flow Status	Whether operating cash flow continues to improve
Business Transformation Progress	Improvement in operational efficiency of the three major business units

• Delisting Risk
  : 2025 financial data will be the key to determining whether the company can have the delisting risk warning removed [3]
• Industry Competition Risk
  : Changes in the e-commerce landscape and intensified traffic competition will have a continuous impact on the company’s performance [3]
• Market Trading Risk
  : The company’s stock price has experienced abnormal fluctuations, resulting in high secondary market risks [3]

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ST Fanli’s termination of the acquisition of 60% equity in Guangzhou Fengteng Network Technology is a

made against the backdrop of the current delisting risk warning. Although this move loses the opportunity for business expansion in the short term, it helps to:

1. Reduce Strategic Risks
   : Avoid continuing to invest resources amid high uncertainty in delivery
2. Retain Cash Resources
   : Concentrate funds on reversing losses and maintaining listing status for core businesses
3. Focus on Main Business
   : Achieve performance improvement through refined operations of the three major business units

The key to the company’s success in reversing losses and maintaining its listing status lies in whether it can achieve positive net profit and meet regulatory revenue requirements in 2025. Investors should pay close attention to the company’s upcoming 2025 financial data.

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[1] Eastmoney - “*ST Fanli: Termination of the Acquisition of 60% Equity in Guangzhou Fengteng Network Technology Co., Ltd.” (https://finance.eastmoney.com/a/202601143619157498.html)

[2] CNINFO - “Announcement of Fanli.com Digital Technology Co., Ltd. Regarding External Investment and Equity Asset Acquisition” (https://static.cninfo.com.cn/finalpage/2025-06-27/1223999901.PDF)

[3] Shanghai Securities News - “Announcement of Abnormal Stock Price Fluctuation of Fanli.com Digital Technology Co., Ltd.” (https://paper.cnstock.com/html/2025-12/17/content_2159275.htm)