财说｜亚太药业易主定增，存五大悬念

Core Viewpoint - The market is highly focused on the change of control and the private placement plan of Asia-Pacific Pharmaceutical, with significant implications for its future development and financial health [1][6][10] Group 1: Share Transfer and Fundraising - The controlling shareholder, Fubon Group, plans to transfer 14.62% of its shares at a price of 8.26 CNY per share, representing a premium of approximately 45.68% over the last closing price before suspension [1] - The new controlling entity, Xinghao Holdings, intends to subscribe to a private placement of shares to raise no more than 700 million CNY at an issue price of 5.11 CNY per share, which is nearly a 10% discount compared to the last trading price [1][3] - The private placement will involve issuing up to 136.99 million shares, accounting for 18.37% of the pre-issue total share capital, with the raised funds fully allocated to new drug research and development projects [1][3] Group 2: New Drug Development Projects - The new drug R&D projects include oncolytic virus drug development platforms and long-acting complex formulations, indicating a shift towards high-value innovation in the pharmaceutical sector [3][8] - The total investment for the new drug R&D projects is estimated at 1.153 billion CNY, with 700 million CNY sourced from the private placement [1][3] - The company acknowledges the high-risk nature of drug development, with potential challenges in recovering R&D investments if certain products fail to gain market approval or acceptance [3][9] Group 3: Financial Performance and Risks - In the first half of 2025, the company reported a revenue of 152 million CNY, a year-on-year decline of 31.48%, while the net profit attributable to shareholders increased significantly due to the sale of a subsidiary [4][10] - The transfer agreement includes performance guarantees from Fubon Group, stipulating that the company's main business revenue should not be less than 360 million CNY by 2025, with a net loss not exceeding 70 million CNY [4][10] - The completion of the private placement will increase the total share capital by approximately 18%, which may dilute earnings per share and return on equity in the short term [5][10] Group 4: Strategic Shift and Governance - The change in control from Fubon Group to Xinghao Holdings reflects a strategic intent to enhance the company's focus on innovation and capitalize on industry resources [6][7] - The new controlling entity aims to consolidate control and improve capital strength, which may lead to more efficient decision-making and a faster strategic transformation [7][10] - The company's historical reliance on chemical generic drug manufacturing is under pressure due to industry reforms, prompting a shift towards innovative drug development as a long-term growth strategy [8][9]