There are questions surrounding a massive 2 billion yuan capital increase by Shanghai Vital Deeptech Co., Ltd. (ASX: 600641), while its stock price has been heavily speculated on, once hitting a record high. Is Zhu Shihui, the figure behind the "Vital" group, staging a repeat of the "control shell + lock price + restructure" three-step play? It's worth noting that after Guangzhi Technology went through this "three-step" process, its stock price was heavily speculated on but did not sustain for long, subsequently experiencing a significant pullback. Furthermore, Zhu Shihui appears to be employing a "one fish, two meals" strategy for arbitrage this time, splitting assets related to Vital Microelectronics into two parts: one to be placed into Shanghai Vital Deeptech Co., Ltd. (ASX: 600641), and the other into Guangzhi Technology. On one hand, the Vital group is significantly inflating the valuation of a related, non-listed target. On the other hand, the Vital group's high-premium asset shuffling seems aimed at guiding market expectations while avoiding triggering a major restructuring.
Recently, a related-party acquisition by Shanghai Vital Deeptech Co., Ltd. (ASX: 600641) has drawn regulatory inquiries, primarily questioning the reasonableness of the target's valuation and whether it involves insider trading.
The announcement shows that the company plans to sign an investment agreement with Qingyuan Vital Special Materials Co., Ltd. and Vital Microelectronics, investing 2 billion yuan in Vital Microelectronics through a capital increase to acquire a 50.63% stake and achieve control. After the capital increase, Vital Microelectronics will become a controlled subsidiary of the company and be included in its consolidated financial statements. This transaction constitutes a related-party transaction but does not constitute a major asset restructuring.
Shanghai Vital Deeptech Co., Ltd. (ASX: 600641) was formerly known as Wanye Enterprise and was listed on the Shanghai Stock Exchange main board in 1993. At the end of 2024, Zhu Shihui of the "Vital" group formally took control of Wanye Enterprise, after which the company was renamed "Shanghai Vital Deeptech Co., Ltd." Since Zhu Shihui took control, capital operations at Shanghai Vital Deeptech Co., Ltd. (ASX: 600641) have been continuous.
It is noteworthy that Zhu Shihui started from rare and scattered metal materials and owns assets under the Vital group. Through a series of capital operation strategies, he successively took control of Guangzhi Technology (formerly known as Zhongfei Shares) and Shanghai Vital Deeptech Co., Ltd. (ASX: 600641) (formerly known as Wanye Enterprise). Surprisingly, whether controlling Guangzhi Technology or controlling Shanghai Vital Deeptech Co., Ltd. (ASX: 600641), his operational methods seem strikingly similar. That is, first obtaining control of the listed company through strategies like agreement transfers, then initiating low-price, price-locked private placements, and adding asset injection expectations to ignite the stock price.
Arbitrage in Three Steps? Control Shell, Low-Price Locked Placement, and Asset Injection Expectations Fuel Stock Surge
Step one: Securing control of the listed company through agreement transfer.
On November 28, 2024, Shanghai Vital Deeptech Co., Ltd. (ASX: 600641) (formerly Wanye Enterprise) issued an announcement stating that the company's actual controller would change.
The announcement showed that Shanghai Hongtianyuan Investment Management Co., Ltd. (hereinafter "Hongtianyuan Management") signed property share transfer agreements with Guangzhou Vital Lieyu Technology Co., Ltd. (hereinafter "Vital Lieyu") and Vital Technology Group Co., Ltd. (hereinafter "Vital Technology"), and Shanghai Shenhongyuan Enterprise Management Co., Ltd. (hereinafter "Shenhongyuan Management") signed an agreement with Vital Lieyu. Hongtianyuan Management, Shenhongyuan Management, and nine other limited partners transferred all their shares in Hongtianyuan Partnership to Vital Technology and Vital Lieyu, with a total transaction value of approximately 2.49732 billion yuan.
Prior to this transfer, Shanghai Pudong Technology Investment Co., Ltd. (hereinafter "Shanghai Puke") was the controlling shareholder of Wanye Enterprise. Hongtianyuan Partnership held 51% of Shanghai Puke's shares, making it the controlling shareholder of Shanghai Puke. Hongtianyuan Management held a 16.4474% share in Hongtianyuan Partnership and served as the executive partner; Shenhongyuan Management held an 11.0691% share and served as a limited partner. Hongtianyuan Management and Shenhongyuan Management indirectly held 225.87 million shares of Wanye Enterprise through Shanghai Puke, accounting for 24.27% of the company's total shares, and did not directly hold company shares. Zhu Xudong, Li Yongjun, and Wang Qinghua were the actual controllers of Hongtianyuan Management and Shenhongyuan Management, and thus the actual controllers of Wanye Enterprise.
After this transaction was completed, Hongtianyuan Management and Shenhongyuan Management no longer held shares in Wanye Enterprise. Shanghai Puke remained the company's controlling shareholder, and Hongtianyuan Partnership still held 51% of Shanghai Puke's shares, remaining its controlling shareholder. Vital Technology and Vital Lieyu would hold 100% of Hongtianyuan Partnership's shares and indirectly hold a 51% stake in Shanghai Puke, thereby indirectly controlling 24.27% of the voting rights in Wanye Enterprise. Since Vital Technology and Vital Lieyu are both enterprises actually controlled by Zhu Shihui, the actual controller of Wanye Enterprise also changed to Zhu Shihui.
It should be pointed out that the above acquisition strategy was quite clever. This transaction was an indirect acquisition of control of a listed company, achieving control over the upper-level holding company by acquiring the property shares of a limited partnership, thereby indirectly controlling the listed company. This method avoided the cumbersome processes of mandatory tender offers and information disclosure associated with directly increasing holdings in the listed company.
About a week later, Zhu Shihui directly secured control of Wanye Enterprise. On December 4, 2024, the company disclosed an announcement stating that the company's actual controller had officially changed from Zhu Xudong, Li Yongjun, and Wang Qinghua to Zhu Shihui, and the industrial and commercial registration change procedures had been completed.
Step two: Low-price, price-locked private placement.
On March 20, Shanghai Vital Deeptech Co., Ltd. (ASX: 600641) disclosed a plan for a private placement of A-shares to specific targets in 2026, intending to raise no more than 3.51 billion yuan from its controlling shareholder, Vital Technology Group Co., Ltd., for the construction of four industrialization projects in the semiconductor and new materials fields. It should be noted that the subscriber for this placement is Vital Technology, also an enterprise controlled by the actual controller Zhu Shihui.
It should be pointed out that this placement, fully subscribed by the actual controller, is a price-locked placement. According to the plan, the placement price was set at 14.90 yuan per share, not less than 80% of the average trading price of the company's shares in the 20 trading days prior to the pricing benchmark date. According to the plan, after the completion of this placement, the combined shareholding ratio of Vital Technology and its concert party, Vital Huixin, would increase from 24.27% to 39.57%, further solidifying Zhu Shihui's control.
It should be noted that the company announced the price lock in advance. There is often a gap of several months from the plan announcement to the actual placement. If the company receives market-positive stimuli and the stock price rises, the actual controller may have significant arbitrage space from the premium.
Quite coincidentally, the company subsequently initiated actions such as injecting assets from outside the listed entity, and the company's stock price appeared to surge ahead of schedule.
Step three: Asset injection and stock price surge ahead of schedule.
On the evening of July 2, Shanghai Vital Deeptech Co., Ltd. (ASX: 600641) announced that it was planning to invest in Guangdong Vital Microelectronics Technology Co., Ltd. (hereinafter "Vital Microelectronics") through a capital increase, intending to acquire more than 50% of the target company's shares to achieve control. The acquisition plan shows that Vital Microelectronics had a pre-investment valuation of approximately 2 billion yuan. After the transaction is completed, Vital Microelectronics will be included in the listed company's consolidated financial statements.
According to the announcement, on May 21, 2026, the chairman and president, the director and CFO, the vice president and board secretary, and staff from the capital market center discussed the preliminary acquisition plan with intermediaries; on June 15, 2026, relevant personnel further discussed the progress of audit and evaluation and transaction-related matters; on July 2, 2026, the company disclosed a preliminary announcement regarding the planned acquisition via capital increase and related-party transaction.
It is noteworthy that on the day the company submitted the announcement, its stock price hit the daily limit-up and triggered abnormal volatility. The company's stock price once reached a new high, rising to 50.99 yuan per share at its peak. Compared to the actual controller's locked price of 14.90 yuan per share, the premium at the stock price peak was close to 250%.
As the company's stock price moved anomalously ahead of schedule, regulators questioned whether there had been early leakage of inside information. In its response to the inquiry, the company stated that after self-inspection by the company, the controlling shareholder, actual controller, directors, senior executives, the transaction counterparty, and other related parties, and verification through announcements, during the planning process of this acquisition, the scope of insiders was strictly controlled, insiders were registered, and relevant personnel were reminded to fulfill confidentiality obligations.
Similar Tactics Seen in Operating Guangzhi Technology?
Quite coincidentally, when Zhu Shihui operated Guangzhi Technology (formerly Zhongfei Shares), he also employed strategies such as "agreement-based control + low-price private placement + asset injection expectations to ignite stock price."
First, agreement-based control. On April 10, 2019, Guangzhi Technology issued a preliminary announcement about a change in actual controller. The company's original actual controller, Yang Zhifeng, intended to transfer 6.2 million unrestricted tradable shares (accounting for 6.83% of the company's total shares) to Yuebang Investment and entrust the voting rights of the remaining 18.6 million restricted shares he still held (accounting for 20.50% of the total shares) to Yuebang Investment. Zhu Shihui held 99.90% of Yuebang Investment's equity, making him its controlling shareholder and actual controller.
On August 13, 2019, after the share transfer registration was completed, Yuebang Investment directly held 6.2 million shares of the listed company, accounting for 6.832% of the total shares, and had voting rights for 24.8 million shares, accounting for 27.33% of the total shares. Thus, Yuebang Investment became the company's controlling shareholder, and Zhu Shihui became the company's actual controller.
Second, low-price private placement. In February 2020, Guangzhi Technology launched a private placement plan, with subscribers being Zhu Shihui and Pi Hailing; on April 3 of the same year, Guangzhi Technology disclosed a revised version of the plan, with Pi Hailing withdrawing from the subscription, and the final subscriber being Zhu Shihui alone, who planned to invest 438.9 million yuan to subscribe to 24.3025 million shares. It should be noted that in the second revised version, the company's private placement price was set at 12.04 yuan per share, with Zhu Shihui alone taking on the entire 438.9 million yuan.
After the placement was completed, Yuebang Investment remained the controlling shareholder of Guangzhi Technology, while Zhu Shihui's direct shareholding would increase from 0% to 21.12%. Since Yuebang Investment is an enterprise controlled by Zhu Shihui, the proportion of voting rights he possessed would increase to 42.68%, and he would remain the actual controller of Guangzhi Technology.
Finally, the company's joint venture with a failed IPO target outside the entity sparked market speculation about asset injection.
After Zhu Shihui took control of Guangzhi Technology, he promptly initiated the establishment of a joint venture between the listed company and his failed IPO target, Vital Rare Materials. It should be added that Vital Rare Materials had previously attempted a ChiNext listing but was rejected.
Public information shows that on January 6, 2020, Guangzhi Technology announced that it planned to jointly invest 500 million yuan with Vital Rare Materials to establish a joint venture, "Qingyuan Zhongfei Vital Technology" (later renamed Anhui Zhongfei). The listed company planned to contribute 350 million yuan, accounting for 70% of the joint venture's registered capital; Vital Rare Materials planned to contribute 150 million yuan, accounting for 30% of the registered capital. The joint venture would focus on the development, production, technical services, sales, and import/export of optical materials and optical components, infrared optical components, etc.
In March of the same year, the company held the 23rd meeting of the third board of directors, reviewing and passing the "Proposal on the Company Acquiring Minority Shareholder Equity from a Related Party and Related Transaction," agreeing to acquire 30% of the equity in Anhui Zhongfei held by the related party Vital Rare Materials for free, thereby making Anhui Zhongfei a wholly-owned subsidiary of the company.
After the above series of operations, the company's stock price also surged significantly, being heavily speculated from a low of around 10 yuan per share to a peak of 55 yuan per share. It should be noted that not long after the stock price was heavily speculated, it experienced a significant pullback, forming an "A-shape" trend.
In April 2020, the Shenzhen Stock Exchange issued a letter of concern to Guangzhi Technology, asking it to explain whether the actual controller had plans to inject assets such as thin-film materials and compound semiconductors from Vital Rare Materials into the listed company. The company denied such plans in its reply, stating that it was not planning any asset operation matters other than the "Infrared Optics and Laser Device Industrialization Project."
Playing a "One Fish, Two Meals" Game?
Public information shows that Vital Microelectronics, which is being placed into Shanghai Vital Deeptech Co., Ltd. (ASX: 600641) this time, was established in September 2020. Public information indicates its core products include substrate materials such as gallium arsenide, indium phosphide, and germanium, as well as semiconductor-specific materials like MO sources, electronic special gases, and high-purity metals, widely used in strategic emerging fields such as optical communication, sensors, data centers, AR/VR, and space solar energy.
However, Zhu Shihui appears to be employing a "one fish, two meals" strategy for arbitrage, splitting the assets related to Vital Microelectronics into two parts: one to be placed into Shanghai Vital Deeptech Co., Ltd. (ASX: 600641), and the other into Guangzhi Technology.
On one hand, the Vital group is significantly inflating the valuation of a related, non-listed target.
According to public information, in January of this year, Vital Microelectronics conducted a Series A financing round. Based on the industrial and commercial information disclosed by one of the investors, Benjian Private Equity, which invested 6.798 million yuan for a 1.1465% stake in Vital Microelectronics, the estimated valuation of the target at that time was approximately 593 million yuan.
In less than half a year, the company's valuation skyrocketed by over 200%. According to the announcement, as of the assessment base date (April 30, 2026), the total assets of Vital Microelectronics under the simulated consolidated statement were 1.654 billion yuan, total liabilities were 810 million yuan, and total shareholders' equity (attributable to parent company shareholders' equity also 844 million yuan) was 844 million yuan. Using income and market approach assessments, with the market approach result as the conclusion, the assessed value was 2.02 billion yuan, representing an appreciation of 1.176 billion yuan, an appreciation rate of 139.28%.
On the other hand, the Vital group's high-premium asset shuffling guides market expectations while avoiding triggering a major restructuring.
At the end of December 2025, Vital Microelectronics transferred all assets and liabilities related to its indium phosphide business to Xianrui Technology, which was established on December 11, 2025.
This year, Guangzhi Technology's stock price was heavily speculated due to the indium phosphide concept, surging nearly fivefold in less than three months. Subsequently, the company intended to place Xianrui Technology into Guangzhi Technology.
On the evening of June 26, Guangzhi Technology announced that it planned to acquire a 50.0832% stake in Guangdong Xianrui Technology Co., Ltd. (hereinafter "Xianrui Technology") and achieve control through a capital increase of 301 million yuan. This acquisition is a high-premium, six-fold related-party acquisition. The transaction involves Xianrui Technology (the target company), Qingyuan Vital (the transaction counterparty), and the company's actual controller, all being Zhu Shihui. This transaction constitutes a related-party transaction but does not constitute a major asset restructuring. Quite subtly, Guangzhi Technology's move to propose this high-premium related-party shuffle not only avoids a major restructuring but may also serve to inflate valuations and guide expectations.
Quite subtly, the day before Guangzhi Technology announced the high-premium related-party acquisition, its subsidiary Anhui Guangzhi Technology Co., Ltd. was involved in smuggling violations. Why was the timing so tight? Could the subsidiary's illegal activities potentially affect future asset injection expectations? Was the company's rush to propose this high-premium acquisition also an attempt to guide market expectations?
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