Risk Analysis of Baina Qiancheng's Acquisition of Zhonglian Century Without Performance Commitments

Based on the searched information, I will provide you with a detailed analysis of the risk issues regarding Baina Qiancheng’s acquisition of Zhonglian Century without performance commitments.

According to public information, Baina Qiancheng (stock code: 300291) began to suspend trading on December 16, 2025, to launch a major asset restructuring and intends to acquire Zhonglian Century. In its disclosed transaction plan, the clause arrangement of

In the absence of performance commitments, it is difficult for investors to judge the rationality of the acquisition price. Zhonglian Century’s real profitability and future development prospects lack hard constraints, which means:

• Significant increase in goodwill impairment risk
  : Once Zhonglian Century’s future performance fails to meet expectations, Baina Qiancheng will face huge goodwill impairment pressure, directly eroding the company’s profits [1]
• Valuation bubble risk
  : Without a performance bet mechanism, the seller may have the motivation to overpackage the value of the target asset

Performance commitment is an important mechanism to protect listed companies and their shareholders; the lack of this clause will lead to:

• Suspected interest transfer
  : The counterparty does not need to be responsible for future performance, so there may be room for interest transfer [2]
• Lack of error correction mechanism
  : If the performance of the target asset changes drastically, minority shareholders will become the ultimate victims

The success of merger and acquisition integration has great uncertainty:

• Cultural integration challenges
  : The integration of management concepts and business models between different enterprises needs time to test
• Stability of core personnel
  : Without performance commitments, the risk of core team loss may increase
• Business synergy falls short of expectations
  : The synergy between Zhonglian Century’s business and Baina Qiancheng’s existing business may not meet expectations

• Capital chain pressure
  : Large acquisition expenditures will increase the company’s financial burden
• Cash flow pressure
  : If Zhonglian Century’s cash flow situation is poor, it will drag down the overall cash flow of the listed company [1]

Investors should focus on:

1. The authenticity and completeness of
   the target asset’s historical financial data
2. Zhonglian Century’s industry position
   and competitive landscape
3. Stability of core assets and core personnel

Although no performance commitments are set, investors should pay attention to:

• Whether other protection clauses are set up
  , such as installment payment, custody arrangements, etc.
• The listed company’s ability to control the target asset
• Feasibility of subsequent integration plans
  [2]

1. Supplement performance commitments or establish alternative performance compensation mechanisms
2. Strengthen information disclosure and fully reveal acquisition risks
3. Set up an installment payment mechanism and link part of the acquisition payment to future performance

1. Pay close attention to risk prompt information in subsequent announcements
2. Evaluate the company’s current financial capacity
3. Pay attention to the market reaction after the resumption of trading and the attitude of institutional investors

Baina Qiancheng’s approach of not setting performance commitments in the acquisition of Zhonglian Century does increase the uncertainty and risks of the transaction in the current market environment. Investors need to maintain a prudent attitude and make investment decisions after fully evaluating the relevant risks. For such M&A transactions lacking performance commitment guarantees, the market usually gives a higher risk premium.

[1] Image Information of Baina Qiancheng’s Major Asset Restructuring Announcement

[2] Image Information of Transaction Plan Table