9亿并购埋雷 六年连亏27亿 亚太药业再度易主求生

Core Viewpoint - Asia-Pacific Pharmaceutical is undergoing a second attempt at a change of control since the "Fubon system" took over in 2021, driven by a harsh reality of six and a half years of negative net profit excluding non-recurring items and cumulative losses exceeding 2.7 billion yuan [1] Group 1: Acquisition and Financial Issues - The company's decline began with a 900 million yuan acquisition of Shanghai New Gaofeng Biopharmaceutical Co., which turned out to be a long-term financial fraud scheme [2] - In 2019, the company reported a net profit loss of 2.069 billion yuan, a year-on-year drop of over 1000% [2] - The Zhejiang Securities Regulatory Bureau found that Shanghai New Gaofeng inflated revenue by 453 million yuan and profits by 174 million yuan from 2016 to 2018 [2] - The original controlling shareholder's debts led to a judicial auction of shares, allowing the "Fubon system" to acquire control for 418 million yuan [2] - A compensation agreement requires the counterparty to pay 256 million yuan in performance compensation and penalties, but this amount remains unpaid as of the 2025 semi-annual report [2] Group 2: Ongoing Financial Struggles - Despite the "Fubon system" takeover, the company has not reversed its operational difficulties, with negative net profit excluding non-recurring items for six consecutive years, totaling over 2.5 billion yuan in losses [3] - In the first half of 2025, the company reported operating revenue of 152 million yuan, a year-on-year decline of 31.48% [3] - Although the net profit attributable to shareholders surged by 1820.97%, this was primarily due to non-recurring gains from the sale of a subsidiary, with the actual net profit excluding this transaction being -48.86 million yuan, a year-on-year drop of 524.31% [3] - The company acknowledged that factors such as national centralized procurement and intensified industry competition have led to declining sales revenue [3] Group 3: Risk of Delisting and Control Change - According to revised delisting rules, companies with negative net profit excluding non-recurring items and revenue below 300 million yuan face delisting risk warnings [4] - Asia-Pacific Pharmaceutical's 2024 revenue was 405 million yuan, with a negative net profit of 28.13 million yuan, nearing the warning threshold [4] - If the company cannot achieve revenue growth and turn around its main business in the second half of the year, it is likely to be classified as "ST" [4] - The change of control is seen as a signal of the "Fubon system" exiting, raising questions about whether the new controlling party has the resources to save the company from delisting [4] Conclusion - The saga of Asia-Pacific Pharmaceutical involves a 900 million yuan acquisition that led to financial fraud, ongoing losses for six years, and a struggle for control that reflects a race against time to avoid delisting [5]