Core Viewpoint - The company, Kanghui Pharmaceutical, has undergone a change in control and has decided to halt the production of its subsidiary, Shaanxi Youbang, which has been characterized by heavy assets, low output, and significant losses [2][3]. Group 1: Control Change and Immediate Actions - Kanghui Pharmaceutical announced the formal takeover by Li Hongming and Wang Xuefang, with Yuehe Zhichuang becoming the new controlling shareholder [2]. - The previous controlling shareholder, Kanghui Holdings, voluntarily relinquished its voting rights on 10% of its shares [2]. - The decision to stop production at Shaanxi Youbang was made after failed attempts to improve profitability through product restructuring [2][3]. Group 2: Acquisition Background and Financial Performance - The acquisition of Shaanxi Youbang in 2020 was controversial due to the target company's prior production halts and ongoing losses, totaling nearly 15 million yuan from 2018 to 2020 [3]. - The acquisition was made at a 161% premium, with expectations of future profitability that were not met, leading to significant losses in subsequent years [3][4]. - From 2021 to 2023, Shaanxi Youbang accumulated losses of 73.64 million yuan, triggering a performance compensation clause of 269 million yuan [5][6]. Group 3: Operational Challenges and Future Outlook - Shaanxi Youbang faced operational difficulties, including management inefficiencies and production delays, which contributed to its inability to meet performance targets [4][6]. - The company attempted to adjust its product structure and improve operations but failed to achieve effective production, leading to continued financial losses [6][7]. - As of mid-2025, Shaanxi Youbang reported total assets of 324 million yuan and liabilities of 440 million yuan, indicating a severe financial distress situation [7]. Group 4: Strategic Shift and New Directions - Following the control change, Kanghui Pharmaceutical is focusing on reducing financial burdens by divesting from loss-making assets like Shaanxi Youbang [10]. - The new management is exploring opportunities in artificial intelligence, indicating a strategic pivot away from traditional pharmaceutical operations [10]. - The company has registered a new subsidiary in Beijing to develop AI-related software, reflecting its intent to integrate AI with its pharmaceutical business [10].

Core Viewpoint - The control change of Kanghui Pharmaceutical has been completed, with the major shareholder shifting from Kanghui Holdings to Yuehe Zhichuang, and the actual controllers changing to Li Hongming and Wang Xuefang. This transition comes amid the announcement of the shutdown of its loss-making subsidiary, Shaanxi Youbang [1][3]. Company Overview - Kanghui Pharmaceutical specializes in the research, production, and sales of traditional Chinese medicine. The change of control began in March 2023 when Kanghui Holdings transferred 22% of its shares to Yuehe Zhichuang for 543 million yuan, relinquishing voting rights for an additional 10% [1][3]. - Following the control change, Li Hongming was appointed as the chairman of the board, with other new appointments including Wang Xiuying and Ma Wenjun, indicating a significant shift in the management team [3]. Financial Performance - Shaanxi Youbang, a subsidiary of Kanghui Pharmaceutical, has been facing continuous losses, leading to its recent shutdown. In 2024 and the first half of 2025, Shaanxi Youbang reported revenues of 7.96 million yuan and 18.30 million yuan, respectively, with net losses of 52.51 million yuan and 23.67 million yuan [5][6]. - The impact of Shaanxi Youbang's losses on Kanghui Pharmaceutical's net profit was significant, with a reduction of 26.78 million yuan in 2024, accounting for 29.88% of the company's net profit [5]. Market Reaction - Following the announcement of the control change, Kanghui Pharmaceutical's stock price initially fell but later recovered slightly, closing at 23.23 yuan per share, down 0.94%, with a market capitalization of 2.32 billion yuan [1][5]. Strategic Implications - There are speculations that the new management may aim to leverage Kanghui Pharmaceutical as a vehicle for listing assets from their other company, Yian Tianxia, which is currently in the process of listing on the Beijing Stock Exchange [4][5]. - The company has a history of high-priced acquisitions that have not yielded expected results, raising questions about the effectiveness of the new management in turning around the company's fortunes [6][10].

Group 1 - The company announced the approval of multiple resolutions during the first meeting of the sixth board of directors, including the appointment of a securities affairs representative [2]

（文章来源：证券日报） 证券日报网讯 9月4日晚间，康惠制药发布公告称，公司2025年第二次临时股东大会于2025年9月4日召 开，审议通过了《关于取消公司监事会并修订的议案》等多项议案。 ...

二、公司控制权变更完成情况 公司于 2025 年 9 月 4 日召开 2025 年第二次临时股东大会，审议通过选举第 六届董事会非独立董事及独立董事的议案，第六届董事会已组建完成；同日，第 六届董事会召开了第一次会议，选举公司董事长、董事会下设各委员会委员并聘 任公司总经理、财务总监及董事会秘书等高级管理人员（具体内容详见公司于 2025 年 9 月 5 日在上海证券交易所网站披露的《2025 年第二次临时股东大会决 议公告》（公告编号：2025-054）及《第六届董事会第一次会议决议公告》（公告 编号：2025-055）。 证券代码：603139 证券简称：康惠制药 公告编号：2025-056 陕西康惠制药股份有限公司 关于公司控制权变更完成的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 一、公司控制权变更基本情况 2025 年 3 月 20 日, 陕西康惠制药股份有限公司（以下简称"康惠制药"、"上 市公司"）控股股东陕西康惠控股有限公司（以下简称"康惠控股"）与嘉兴悦合 智创科技合伙企业（有限合伙）（以下简称"悦 ...

Core Viewpoint - Kanghui Pharmaceutical announced the suspension of production at its subsidiary Shaanxi Youbang Biopharmaceutical Technology Co., Ltd. to reduce losses and protect shareholder interests [1][2] Group 1: Production Suspension - Shaanxi Youbang has suspended production in workshops 1, 2, and 3 due to ongoing losses and challenges in product adjustments and production processes [1] - The decision to suspend production aligns with the company's strategic direction to lower operational costs and mitigate further financial losses [1] Group 2: Financial Impact - In 2024, Shaanxi Youbang's total assets accounted for 16.91% of the company's latest audited total assets, while its revenue represented 1.42% of the consolidated revenue [2] - The net profit for Shaanxi Youbang in 2024 is projected to be -52.51 million, impacting the company's net profit attributable to shareholders by -26.78 million, which is 29.88% of the total [2] Group 3: Future Plans - The company will decide on the resumption of production based on market conditions and is actively seeking collaboration opportunities to maximize the asset value of Shaanxi Youbang [2]

Group 1 - The core point of the announcement is that Shaanxi Kanghui Pharmaceutical Co., Ltd. has decided to suspend production at its subsidiary Shaanxi Youbang Biomedical Technology Co., Ltd. to reduce losses and protect shareholder interests [1] - The suspension is due to intensified market competition and a continuous decline in product sales margins, leading to ongoing losses for Shaanxi Youbang [1][3] - The company plans to assess market conditions to determine whether to resume production in the future [1] Group 2 - Shaanxi Youbang's total assets accounted for 16.91% of the company's most recent audited total assets, and its revenue represented 1.42% of the consolidated revenue for the year 2024 [4] - The net profit for Shaanxi Youbang in 2024 was -52.51 million yuan, which impacted the company's most recent audited net profit by -26.78 million yuan, accounting for 29.88% of the company's net profit [4] - The suspension is expected to help the company avoid further losses and reduce operational costs, aligning with the company's strategic development direction [3][4]

Group 1 - The company has completed a change in control, with the controlling shareholder now being Jiaxing Yuehe Zhichuang Technology Partnership (Limited Partnership) [2][3] - The transfer involved 21,973,600 shares, representing 22% of the company's total shares, at a price of RMB 24.70 per share [2] - Following the transfer, the actual controllers of the company are Li Hongming and Wang Xuefang [3] Group 2 - The company held its second extraordinary general meeting on September 4, 2025, where the sixth board of directors was elected and established [3] - The sixth board of directors has completed its first meeting, appointing key management personnel including the chairman, general manager, and financial director [3] - After the transfer, the shareholding structure is as follows: Kanghui Holdings holds 14,732,637 shares (14.75% with voting rights), Wang Yanling holds 6,650,000 shares (6.66% with voting rights), and Yuehe Zhichuang holds 21,973,600 shares (22% with voting rights) [3]

Core Viewpoint - The legal opinion letter from Beijing Jindu Law Firm Shanghai Branch confirms that the second extraordinary general meeting of shareholders of Shaanxi Kanghui Pharmaceutical Co., Ltd. scheduled for September 4, 2025, complies with relevant laws and regulations [1][4]. Group 1: Meeting Procedures - The meeting is scheduled for September 4, 2025, and the notice has been published in multiple financial newspapers and the Shanghai Stock Exchange website [5]. - The meeting will be held at the company's conference room, presided over by Chairman Wang Yanling, with specific voting times outlined for both in-person and online participation [5][6]. - The legal opinion confirms that the procedures for convening and holding the meeting are in accordance with applicable laws, regulations, and the company's articles of association [5][7]. Group 2: Attendance and Voting - A total of 104 participants attended the meeting, representing 44,758,537 shares, which is 44.8123% of the total voting shares [6][7]. - The online voting system recorded participation from 98 shareholders, representing 1,342,300 shares, or 1.3439% of the total voting shares [6]. - The qualifications of the attendees and the convenor of the meeting were verified and found to be compliant with legal requirements [7]. Group 3: Voting Results - The meeting passed several resolutions with significant support, including votes of 44,588,937 shares (97.2346%) for one of the resolutions, indicating strong shareholder approval [8][10]. - The voting results for the election of directors showed overwhelming support, with votes ranging from 43,467,995 to 43,599,792 shares, all exceeding 97% approval [10][11][12]. - The legal opinion concludes that the voting procedures and results are valid and comply with relevant laws and regulations [13].

Meeting Overview - The shareholders' meeting of Xi'an Kanghui Pharmaceutical Co., Ltd. was held on September 4, 2025, at the company's conference room in Xi'an [1] - The meeting was conducted in accordance with the Company Law and the Articles of Association, combining on-site and online voting methods [1] Attendance and Voting Results - The meeting had a high attendance rate, with A-share shareholders voting overwhelmingly in favor of the proposals, achieving over 99.6% approval for multiple resolutions [1][2] - Specific voting results included: - 44,588,937 votes in favor (99.6210%), 24,500 against (0.0547%), and 145,100 abstentions (0.3243%) for the first resolution [1] - 44,590,237 votes in favor (99.6239%), 2,200 against (0.0049%), and 166,100 abstentions (0.3712%) for the second resolution [2] Resolutions Passed - All non-cumulative voting resolutions were approved, including the election of several directors to the sixth board of directors [3] - The resolutions included the election of Li Hongming, Wang Xiuying, Ma Wenjun, Wang Yanling, Yang Jin, Cui Xuegang, Chen Ying, and Dou Jianwei as directors [3] Legal Compliance - The meeting's procedures were verified by legal counsel, confirming compliance with relevant laws and regulations, ensuring the legitimacy of the meeting and the validity of the voting results [3]