Core Viewpoint - Asia-Pacific Pharmaceutical (002370.SZ) is planning a change in control, with its major shareholder, Ningbo Fubon Holding Group, and associated parties notifying the company of this development. This is not the first time the company has considered a change in ownership, as it previously changed hands in 2021 due to financial issues stemming from a 900 million yuan acquisition that led to financial fraud allegations [1][2][4]. Group 1: Company Background and Previous Ownership Changes - Asia-Pacific Pharmaceutical was established in 1989 and went public in 2010, with a product portfolio that includes chemical drug formulations, raw materials, and drug research and development [1]. - In 2015, the company acquired 100% of Shanghai New Gaofeng for 900 million yuan, aiming to enter the high-growth pharmaceutical research service sector. However, this acquisition resulted in significant losses and financial fraud revelations [2][3]. - Following the financial scandal, the original controlling shareholders faced severe financial difficulties, leading to the acquisition of control by the "Fubon Group" through judicial auction in 2021 [3]. Group 2: Financial Performance and Current Challenges - Since the financial scandal in 2019, Asia-Pacific Pharmaceutical has reported cumulative losses exceeding 2.7 billion yuan over six and a half years, with continuous pressure on its core business [4][5]. - The company's revenue from 2019 to 2024 showed a declining trend, with total revenues of 709 million yuan, 515 million yuan, 315 million yuan, 373 million yuan, 421 million yuan, and 405 million yuan respectively. The net profit attributable to shareholders has been negative for six consecutive years [4]. - In the first half of 2025, the company reported approximately 152 million yuan in revenue, a year-on-year decrease of 31.48%, while the net profit attributable to shareholders was approximately 105 million yuan, a year-on-year increase of 1820.97%. However, the non-recurring net profit was negative, indicating core business struggles [4][5]. Group 3: Market Perception and Future Outlook - Despite weak fundamentals, Asia-Pacific Pharmaceutical's stock price surged by 85.9% in 2025, driven by overall market trends in the innovative drug sector and expectations of mergers and acquisitions in the pharmaceutical industry [6]. - The ongoing risks of delisting due to negative net profits and declining revenues highlight the urgency for the company to implement effective operational improvements under new control [5][6].

Core Viewpoint - The announcement of a potential change in control at Asia-Pacific Pharmaceutical has attracted market attention, particularly given the company's history of six consecutive years of net profit losses excluding non-recurring items [1][2]. Group 1: Financial Performance - Asia-Pacific Pharmaceutical has reported net profit losses excluding non-recurring items for six consecutive years from 2019 to 2024, with losses of -1.94 billion, -143 million, -239 million, -117 million, -68.94 million, and -28.13 million respectively [1]. - Although the company has shown a reduction in losses from 2022 to 2024, it has not yet returned to profitability [1]. Group 2: Regulatory Issues - The company has faced multiple regulatory challenges, including receiving inquiry letters from the Shenzhen Stock Exchange regarding its financial performance and cash flow from 2019 to 2022 [2]. - In April 2021, the Zhejiang Securities Regulatory Bureau issued an administrative penalty against the company for false financial reporting from 2016 to 2018, resulting in a five-year market ban for the then-chairman and general manager [2]. - The company has also received warnings and public reprimands from the Shenzhen Stock Exchange during the 2020 to 2022 period [2]. Group 3: Control Change Significance - The planned change in control is seen as a critical opportunity for the company to seek new development avenues and improve its operational status [2]. - A new controlling shareholder may bring in a new management team and strategic planning, potentially enhancing corporate governance, operational efficiency, and market expansion [2]. - However, uncertainties remain regarding whether the new controlling shareholder can effectively address existing operational issues and enhance the company's competitive edge in a challenging market [2][3].

一. 重要声明 按照企业内部控制规范体系的规定，建立健全和有效实施内部控制，评价其有效性， 并如实披露内部控制评价报告是公司董事会的责任。董事会审计委员会负责监督及评估内 部控制。管理层负责组织领导企业内部控制的日常运行。公司董事会、董事、高级管理人 员保证本报告内容不存在任何虚假记载、误导性陈述或重大遗漏，并对报告内容的真实性、 准确性和完整性承担个别及连带法律责任。 公司代码：600196 公司简称：复星医药 上海复星医药（集团）股份有限公司 上海复星医药（集团）股份有限公司（以下简称"公司" ）全体股东： 根据《企业内部控制基本规范》及其配套指引的规定和其他内部控制监管要求（以下 简称"企业内部控制规范体系"），公司内部控制制度和评价办法，在内部控制日常监督和 专项监督的基础上，我们对公司2025年6月30日（内部控制评价报告基准日）的内部控制 有效性进行了评价。 公司内部控制的目标是合理保证经营管理合法合规、资产安全、财务报告及相关信息 真实完整，提高经营效率和效果，促进实现发展战略。由于内部控制存在的固有局限性， 故仅能为实现上述目标提供合理保证。此外，由于情况的变化可能导致内部控制变得不恰 当，或 ...

Group 1 - The core point of the news is that Asia-Pacific Pharmaceutical experienced a significant stock price increase, reaching a limit up of 9.96% on August 1, with a trading price of 7.36 yuan per share and a total market capitalization of 5.488 billion yuan [1] - The company is located in Shaoxing, Zhejiang Province, and operates as a comprehensive pharmaceutical enterprise engaged in research, production, and sales, with a product range that includes chemical drug formulations, raw materials, and drug development [1] - Asia-Pacific Pharmaceutical holds 106 drug approval numbers and over 20 technology patents, having passed the national GMP certification, with products distributed across multiple provinces in China and exported overseas [1] Group 2 - As of March 31, the number of shareholders for Asia-Pacific Pharmaceutical was 60,800, with an average of 12,200 circulating shares per person [2] - For the first quarter of 2025, the company reported operating revenue of 64.55 million yuan, a year-on-year decrease of 42.73%, and a net profit attributable to shareholders of -7.80 million yuan, reflecting a year-on-year decrease of 160.25% [2]