亚太药业45％高溢价易主背后：六年扣非累亏超25亿元

Core Viewpoint - The significant premium of 45% for the acquisition of Asia-Pacific Pharmaceutical by new shareholders raises questions about the strategic rationale behind the transaction, especially given the company's history of continuous losses and financial struggles [2][4][8]. Group 1: Acquisition Details - Asia-Pacific Pharmaceutical's controlling shareholder, Fubon Group, is transferring 14.62% of its shares to Xinghao Holdings at a price of 8.26 yuan per share, which represents a 45.68% premium over the last closing price before suspension [4]. - The total transaction amount is approximately 900 million yuan, and Xinghao Holdings will also fully subscribe to a private placement of up to 700 million yuan at a price of 5.11 yuan per share, reflecting a nearly 10% discount [4]. - Following the transaction, the controlling shareholder will change from Fubon Group to Xinghao Holdings, with Qiu Zhongxun becoming the actual controller [4]. Group 2: Financial Performance - Asia-Pacific Pharmaceutical has reported a continuous decline in its net profit, with cumulative losses exceeding 2.5 billion yuan over the past six years [8]. - The company’s financial data shows net losses of 1.94 billion yuan in 2019, 143 million yuan in 2020, 239 million yuan in 2021, 117 million yuan in 2022, 68.94 million yuan in 2023, and 28.13 million yuan in the first half of 2024 [8]. - Despite a reported net profit of 105 million yuan in 2024, this was primarily due to a non-recurring gain from the sale of a subsidiary, indicating that the core business remains unprofitable [8]. Group 3: Strategic Implications - The new shareholder, Qiu Zhongxun, has a strong background in the pharmaceutical industry and is the actual controller of the domestic pharmaceutical e-commerce platform "Yao Dou Technology," which could provide strategic advantages for Asia-Pacific Pharmaceutical [4][5]. - The company aims to transition from traditional generic drug manufacturing to innovative drug development, which is seen as essential for long-term growth [10]. - The acquisition is viewed as a strategic bet on the future value and potential synergies of Asia-Pacific Pharmaceutical, despite the inherent risks associated with high-premium transactions [3].