因近2.2亿元关联资金拆借未及时披露等，嘉应制药及相关责任人被给予警告，并处以罚单 投资时间网、标点财经研究员 王子西 资料来源：公司公告 拆借资金2.2亿元 8月3日晚间，嘉应制药（002198.SZ）公告称，公司及相关责任人李能（现任董事长）、游永平（现任董事、总经理）和史俊平（时任财务总监）于8月1 日收到广东证监局下发的《行政处罚事先告知书》。因近2.2亿元关联资金拆借（拆借时间2024年10月至2025年1月）未及时披露等，公司及上述责任人被 给予警告，并处以罚单。 值得注意的是，李能是上述违规行为直接负责的主管人，其于2024年8月23日被选举为董事长，任期三年。 嘉应制药及相关责任人被处罚公告 公告显示，今年5月28日，嘉应制药收到中国证监会下发的《立案告知书》。因涉嫌信披违法违规，证监会决定对公司立案。 高层频变动 业绩承压 近年来，嘉应制药的内部结构也发生了不少变化。 2024年7月，嘉应制药股东陈少彬与养天和签署协议，前者将持有的公司7%股份转让给后者，转让价款为3.55亿元。交易完成后，陈少彬持股比例降至 3.01%，养天和持股7%、成为公司第二大股东。 此案已由广东证监局调查完毕。经查 ...

Core Viewpoint - Guangdong Jiaying Pharmaceutical (002198) has been penalized by regulatory authorities for violations related to related-party transactions and information disclosure [2][5][8]. Group 1: Regulatory Penalties - Jiaying Pharmaceutical was informed of an administrative penalty, including a fine of 1.5 million yuan and warnings for its chairman and other executives, totaling nearly 5 million yuan in penalties [5][6]. - The company engaged in short-term fund borrowing of 219 million yuan to a related party, Yao Juneng, without following the required approval and disclosure procedures [2][7]. Group 2: Financial Performance - In 2024, Jiaying Pharmaceutical reported a revenue of 376 million yuan, a year-on-year decline of 29.46%, marking the second consecutive year of double-digit revenue decline [7]. - The net profit attributable to shareholders was 20.61 million yuan, down 39.94% from the previous year, with a net profit margin dropping from 6.44% in 2023 to 5.48% in 2024 [7]. Group 3: Corporate Governance Issues - The company has faced multiple regulatory warnings in the past for information disclosure violations, indicating ongoing governance issues [8]. - Frequent changes in senior management have raised concerns, with the current chairman, Li Neng, assuming his role shortly before the company faced these violations [8][10]. Group 4: Market Position and Challenges - Jiaying Pharmaceutical has struggled with weak profitability since its listing, with core products experiencing significant sales declines due to national price adjustments in traditional Chinese medicine [9]. - The company has undergone multiple ownership changes, with the current major shareholder being Dongfang Securities, which acquired shares through debt settlement [10]. Group 5: Future Risks - The company and its second-largest shareholder, Yao Juneng, are facing challenges in a highly competitive market, with potential risks of delisting if regulatory issues persist [11].

Group 1 - The core issue revolves around the investigation into Jia Ying Pharmaceutical for disclosure violations, particularly regarding significant fund transfers to related parties without board approval, which raises concerns about governance and internal controls [1] - In the fourth quarter of 2024, the company engaged in undisclosed related party transactions amounting to 10.39 million yuan with its second-largest shareholder, highlighting a lack of transparency [1] - The independent director's misconduct, including undisclosed shareholdings and illegal stock sales, further illustrates governance failures within the company [1] Group 2 - Despite a revenue increase of 28.83% and a net profit surge of 197.23% in Q1 2025, the company faces long-term structural challenges due to a significant revenue drop of 29.46% in 2024, primarily driven by price cuts in core products [2] - The company's cash flow deteriorated sharply, with a net operating cash flow of -11.83 million yuan in Q1 2025, indicating a decline in profitability quality [2] - Research and development expenditures fell to a record low of 6.76 million yuan in 2024, representing only 1.8% of revenue, which is concerning given the company's reliance on a single product line [2]

Core Viewpoint - The investigation by the China Securities Regulatory Commission (CSRC) into Jiaying Pharmaceutical highlights severe governance issues within the company, exacerbated by a significant decline in revenue from its core products and ongoing management turmoil [2][3][15]. Governance and Management Issues - Jiaying Pharmaceutical is under investigation for information disclosure violations, which are seen as a culmination of long-standing governance deficiencies [3][15]. - The company has experienced a rapid turnover of key executives, including the resignation of the financial director and board secretary, raising concerns about internal governance stability [4][5]. - A lack of timely disclosure regarding related party transactions and internal control weaknesses has been identified as potential triggers for the investigation [3][5]. Financial Performance - Jiaying Pharmaceutical reported a revenue of 376.17 million yuan in 2024, a decrease of 29.46% year-on-year, marking two consecutive years of double-digit declines [6][7]. - The net profit attributable to shareholders fell to 20.61 million yuan, down 39.94% from the previous year, with a net profit margin dropping from 6.44% in 2023 to 5.48% in 2024 [6][7]. - The company's core products, particularly the Jieguzhili Pian/Capsule, saw a revenue decline of 41.05%, significantly impacting overall performance [9][10]. Market and Product Dynamics - The ongoing pressure from national traditional Chinese medicine procurement policies has led to a dual impact of declining prices and sales volumes for Jiaying Pharmaceutical's key products [9][10]. - The company’s revenue structure is imbalanced, with major products underperforming and insufficient growth from secondary products, leading to a "main force slowdown, new force insufficiency" scenario [9][10]. Research and Development Concerns - Jiaying Pharmaceutical's R&D expenditure decreased by 33.09% in 2024, raising concerns about its long-term competitiveness and innovation capabilities [14][15]. - The reduction in R&D personnel from 42 to 30 indicates a shrinking focus on innovation, which is critical in the increasingly competitive pharmaceutical industry [14][15]. Recent Developments - In the first quarter of 2025, Jiaying Pharmaceutical reported a revenue increase of 28.83% year-on-year, attributed to expanded sales channels, although this was not accompanied by improved cash flow [11][12]. - Despite a temporary recovery in performance, the ongoing decline in R&D investment poses risks to the company's future growth and sustainability [14][15].