继打出"创新药直营""剥离非优质资产聚焦主业""发布定增预案"等一整套促进创新药发展的组合拳之 后，罗欣药业本次收购少数股东股权，全资控股北京健康这一动作，背后蕴藏了哪些玄机？ 据悉，北京健康是罗欣药业旗下控股子公司，其核心业务是罗欣药业"替戈拉生片"(泰欣赞)的销售。据 悉，目前该产品已进院超过2500家，市场覆盖全国超过30个省份，米内网数据显示，在中国公立医疗机 构终端，泰欣赞实现快速成长，销售额已超6.3亿元，伴随该产品新适应症"与适当的抗生素联用以根除 幽门螺杆菌"纳入医保，2026年泰欣赞销量或将迎来爆发式增长，大幅拉动公司业绩上涨。 资产评估报告显示，北京健康2025年1月份至10月份净利润为8184.76万元，目前已实现盈利，基于其核 心产品泰欣赞良好的销售趋势，未来预期获利能够可靠估计，北京健康具备持续稳定的盈利能力，或将 呈井喷式增长。 与此同时，罗欣药业积极探索、拓展创新药多元化销售路径，已在全国布局院边关联药店合作，并率先 在浙江省开展连锁药店销售试点，2026年有望逐步推广至全国零售终端市场。尤为值得一提的是，其电 商业务线于2月9日传来好消息，泰欣赞作为中国首款自主研发的钾离子竞争 ...

证券日报网讯 2月24日，罗欣药业在互动平台回答投资者提问时表示，公司最新一期（2026年2月13 日）股东总户数为37614户。 （文章来源：证券日报） ...

罗欣药业集团股份有限公司 关于受让控股子公司少数股东股权暨关联交易的进展公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假 记载、误导性陈述或重大遗漏。 证券代码：002793 证券简称：罗欣药业 公告编号：2026-016 8、经营范围：一般项目：技术服务、技术开发、技术咨询、技术交流、技 术转让、技术推广；货物进出口；化妆品零售；卫生用品和一次性使用医疗用品 销售；体育用品及器材零售；企业管理咨询；信息咨询服务（不含许可类信息咨 询服务）；广告设计、代理；健康咨询服务（不含诊疗服务）。（除依法须经批 准的项目外，凭营业执照依法自主开展经营活动）许可项目：食品销售；药品零 售；药品互联网信息服务；医疗器械互联网信息服务。（依法须经批准的项目， 经相关部门批准后方可开展经营活动，具体经营项目以相关部门批准文件或许可 证件为准）（不得从事国家和本市产业政策禁止和限制类项目的经营活动。） 一、本次关联交易事项概述 罗欣药业集团股份有限公司（以下简称"公司"）于 2026 年 2 月 12 日召开 第六届董事会第二次会议，以 5 票同意、0 票反对、0 票弃权、2 票回避的表决 结果，审议通过 ...

Core Viewpoint - The company, Luoxin Pharmaceutical, plans to acquire a 19.0526% stake in Beijing Health Technology from Chengdu Deyi for 67.56 million yuan, increasing its ownership in Beijing Health from 80.9474% to 100% [1][7] Group 1: Acquisition Details - The acquisition is classified as a related party transaction since Chengdu Deyi and its concerted parties hold more than 5% of the company's shares [1][7] - Beijing Health serves as the sales and promotion platform for Luoxin's main products, focusing on drug wholesale and promotion [1][7] - The registered capital of Beijing Health has increased from 33.33 million yuan to 353.6 million yuan over time, with Luoxin's stake decreasing before this acquisition [1][7] Group 2: Financial Performance of Beijing Health - For the period from January to October 2025, Beijing Health reported revenues of 638.71 million yuan, a 16.12% increase from the full-year revenue of 550.05 million yuan in 2024 [3][9] - The net profit for the same period was 81.85 million yuan, marking a turnaround from previous losses, with positive cash flow from operating activities of 19.79 million yuan [3][9] Group 3: Luoxin Pharmaceutical's Financial Overview - In the first three quarters of 2025, Luoxin's revenue was 1.723 billion yuan, a decrease of 8.37% year-on-year, while the net profit attributable to shareholders was 22.93 million yuan, an increase of 108.64% [11] - The company reported a significant increase in cash flow from operating activities, amounting to 280 million yuan, a 272.42% rise compared to the previous year [11] - Luoxin anticipates a narrowed loss for the full year 2025, projecting a net profit of approximately -340 million to -250 million yuan [12]

Core Viewpoint - The company, Luoxin Pharmaceutical, plans to acquire a 19.0526% stake in Beijing Luoxin Health Technology Co., Ltd. for 67.56 million yuan, increasing its ownership from 80.9474% to 100% [1] Group 1: Transaction Details - The acquisition is classified as a related party transaction since Chengdu Deyi holds more than 5% of Luoxin Pharmaceutical's shares [1] - The transaction price is based on an assessed value of 354.6 million yuan for the total equity of Beijing Health as of October 31, 2025, reflecting an increase of 538.57 million yuan [3] - The acquisition aims to optimize resource allocation and enhance operational decision-making efficiency, aligning with the company's long-term development strategy [3] Group 2: Financial Performance of Beijing Health - For the period from January to October 2025, Beijing Health reported a revenue of 63.87 million yuan, a 16.12% increase from the full-year revenue of 55.00 million yuan in 2024 [2] - The net profit for the same period was 8.18 million yuan, marking a turnaround from a loss of 15.41 million yuan in 2024 [2] - The net cash flow from operating activities was 1.98 million yuan, indicating a positive shift from negative cash flow in the previous year [2] Group 3: Company Financials and Challenges - Luoxin Pharmaceutical has faced significant losses over recent years, with net profits of -1.448 billion yuan, -639 million yuan, and -768 million yuan from 2022 to 2024, totaling approximately -2.855 billion yuan [5] - The company's revenue has declined from 6.478 billion yuan in 2021 to 2.647 billion yuan in 2024, although there was a slight recovery in 2024 [5] - The company anticipates a narrowed loss for the fiscal year 2025, projecting a net profit of between -340 million yuan and -250 million yuan [5]

Core Viewpoint - Recently, Luoxin Pharmaceutical (002793) announced plans to acquire a 19.0526% stake in Luoxin Health Technology (Beijing) Co., Ltd. from Chengdu Deyixinhua Equity Investment Partnership (Limited Partnership) for 67.56 million yuan, increasing its ownership from 80.9474% to 100% [1] Group 1 - The transaction is valued at 67.56 million yuan, corresponding to Chengdu Deyixin's paid-in capital of 67.37 million yuan [1] - The completion of this transaction will result in Luoxin Pharmaceutical holding a full 100% stake in Luoxin Health Technology [1] - This transaction is classified as a related party transaction, as Chengdu Deyixin and its concerted parties hold more than 5% of Luoxin Pharmaceutical's shares [1]

Core Viewpoint - The company plans to acquire a 19.0526% stake in Beijing Health Technology Co., Ltd. from Chengdu Deyixin Huagu Equity Investment Partnership for 67.56052 million yuan, increasing its ownership in Beijing Health from 80.9474% to 100% [1] Group 1: Acquisition Details - The acquisition will be funded through the company's own or raised funds [1] - The stake corresponds to Chengdu Deyixin's paid-in capital of 67.37 million yuan [1] - The transaction is aimed at consolidating resources and enhancing operational decision-making efficiency [1] Group 2: Company Background - Beijing Health was established in December 2020 and serves as the sales and promotion platform for the company's main products [1] - The company focuses on the circulation of high-quality pharmaceuticals in the fields of digestive and anti-infective drugs [1] - Beijing Health has achieved profitability and its future earning capacity and operational risks are reliably estimable [1] Group 3: Strategic Implications - The acquisition aligns with the company's long-term development strategy and is expected to enhance synergy with its quality subsidiaries [1] - It is seen as beneficial for optimizing resource allocation and advancing the company's development strategy [1]

Core Viewpoint - The company intends to acquire a 19.0526% stake in Beijing Health from Chengdu Deyixin Huaxin Investment Partnership for 67.56052 million yuan, increasing its ownership in Beijing Health from 80.9474% to 100% [1] Group 1: Acquisition Details - The acquisition will be funded through the company's own or raised funds [1] - The stake corresponds to Chengdu Deyixin's paid-in capital of 67.37 million yuan [1] Group 2: Company Background - Beijing Health was established in December 2020 and serves as the sales and promotion platform for the company's main products [1] - The company focuses on the circulation of high-quality pharmaceuticals in the fields of digestive and anti-infective drugs [1] Group 3: Financial Performance and Strategic Rationale - Beijing Health has achieved profitability and its future profit potential and operational risks are reliably estimable [1] - The acquisition is aimed at optimizing resource allocation, enhancing decision-making efficiency, and promoting synergistic development with quality subsidiaries [1] - This move aligns with the company's long-term development strategy [1]

Group 1 - The company announced that its sixth board meeting was held on February 12, 2026, in two locations: Shandong Province and Shanghai, using a combination of on-site and remote voting methods [1] - The meeting reviewed proposals regarding the acquisition of minority shareholder equity in a controlling subsidiary and related transactions [1] Group 2 - The company experienced a dramatic fluctuation in net profit, increasing ninefold before suddenly reporting a loss exceeding 200 million [1] - The chairman personally contributed 50 million to cover the financial shortfall, raising questions about the company's financial management [1] - There is uncertainty regarding the whereabouts of 5 billion in trust financial products, leading to confusion among shareholders [1]

目 录 | 一、审计报告……………………………………………………… 第 | 1—3 页 | | --- | --- | | 二、财务报表……………………………………………………… 第 | 4—11 页 | | （一）合并资产负债表…………………………………………… | 第 4 页 | | （二）母公司资产负债表………………………………………… | 第 5 页 | | （三）合并利润表………………………………………………… | 第 6 页 | | （四）母公司利润表……………………………………………… | 第 7 页 | | （五）合并现金流量表…………………………………………… | 第 8 页 | | （六）母公司现金流量表………………………………………… | 第 9 页 | | （七）合并所有者权益变动表……………………………………第 | 10 页 | | （八）母公司所有者权益变动表…………………………………第 | 11 页 | | 三、财务报表附注…………………………………………………第 | 12—52 页 | | 四、附件……………………………………………………………第 | 53—56 页 | | （ ...