‘A major freeze does not happen overnight.’ Author | Cai Jun An increasing number of pharmaceutical companies are being placed on the trading table, with their actual control rights clearly priced, resulting in a capital feast. In October, three companies announced plans to transfer their control rights. Rather than a sudden outbreak, this reflects a longstanding deep restructuring trend in the pharmaceutical industry. A major freeze does not happen overnight. As new and old players alternate tracks, the industry’s self-transformation has begun.
01 Deep Restructuring In October, Asia-Pacific Pharmaceutical announced that its controlling shareholder, Fubon Group, and its concerted parties signed a 'Share Transfer Agreement' with Xinghao Holdings and its concerted parties. The original controlling party agreed to transfer its 14.62% stake at a price of 8.26 yuan per share. Meanwhile, the new controlling party plans to secure a maximum of 700 million yuan in a private placement, with an issue price of 5.11 yuan per share, reflecting a discount of about 10% compared to the price before suspension. Calculating it this way, Xinghao Holdings will invest a total of 1.6 billion yuan to take over Asia-Pacific Pharmaceutical, holding over 20% of its shares.
At the same time, Dolei Pharmaceutical disclosed a change in its control rights. The original controlling party signed a 'Share Transfer Agreement' with individuals Wang Qingtai, Cui Zihao, and Cao Xiaobing (who act in concert), with the transferee acquiring control rights at 32.064 yuan per share, amounting to 759 million yuan. Once the public offering is completed, the acquirer and its concerted parties will hold up to 53.9% of Dolei Pharmaceutical’s shares.
The series of changes in control rights is not yet over. In the same month, Mengke Pharmaceutical held an extraordinary general meeting that voted to approve Haiqing Pharmaceutical’s acquisition of control through a private placement, with an issue price of 6.3 yuan per share, totaling 1.033 billion yuan.
The essence of the control changes in these three listed companies is driven by small and medium-sized pharmaceutical firms facing pressures from both policies and the market, leading to a survival decision and the inevitable reconfiguration of resource allocation by industrial capital. During this deep restructuring phase, common development logic is emerging in the industry.
The most crucial factor is that operational losses are the core catalyst for the trading of listed companies. From 2019 to 2024, Asia-Pacific Pharmaceutical reported a cumulative loss of 2.5 billion yuan in net profit attributable to its parent company; Dolei Pharmaceutical turned from profit to loss in 2024, continuing its losing streak into the first half of this year; since its IPO in 2021, Mengke Pharmaceutical has incurred losses exceeding 1.3 billion yuan.
If ongoing losses leading to continuously pressured cash flows are the last straw for listed companies, then the existing assets are the lifeline left for the original controlling shareholders or management. For instance, Asia-Pacific Pharmaceutical has 114 formulation approvals and mature production lines. Mengke Pharmaceutical, which has yet to turn a profit, boasts the innovative drug Contizolam and a complete R&D pipeline. Similarly, Dolei Pharmaceutical also holds innovative drugs and pipelines.
In this game of going in and out, the acquisition parties' intentions can be seen in the transaction design, which aims to stabilize control while providing a robust financial impetus for the listed companies’ growth.
For example, Xinghao Holdings is deeply binding Asia-Pacific Pharmaceutical through a 'transfer + private placement' combination, while Haiqing Pharmaceutical plans to acquire a 20% stake in Mengke Pharmaceutical and lead the board directly through a private placement, even facing strong opposition from the original largest shareholder at one point.
Analyzing the backgrounds of these newcomers reveals a dual dimension. On one hand, changes in the real economy are driving traditional entrepreneurs into the innovative drug sector. On the other hand, players from the new economy, particularly in the internet sector, seek tangible assets to bolster the industrial chain.
For example, Wang Qingtai, who is about to acquire Dolei Pharmaceutical, primarily operates the bicycle parts processing industry in Hebei. Haiqing Pharmaceutical, aiming to control Mengke Pharmaceutical, was formerly known as Nanjing Cod Liver Oil Factory, later acquired by the Zhang brothers and managed in a family-style manner. In contrast, the actual controller of Xinghao Holdings, Qiu Zhongxun, is the founder and CEO of YaoDou Network, which specializes in the digital pharmaceutical industry.
02 The Wave of Transfers Did Not Happen Overnight Shakespeare once said that tragedies in the world stem from a common source, yet the factors that drive their cores are different. The transitions in control rights of Asia-Pacific Pharmaceutical, Dolei Pharmaceutical, and Mengke Pharmaceutical not only share commonalities but also display unique characteristics in their respective development trajectories, forming three samples of the survival dilemmas facing small and medium-sized pharmaceutical firms.
Asia-Pacific Pharmaceutical's predicament arises from a combination of historical burdens and strategic misfocus. In 2015, the company acquired Shanghai New Summit, which led to losses due to financial fraud. In 2022, Fubon Group became the new actual controller, but lacking pharmaceutical operational experience, it failed to reverse the core decline.
Dolei Pharmaceutical’s crisis stems from the fragility of a strategy that relies on a single product. As an emerging pharmaceutical company, its core product, Sodium Acetate Ringer's Injection, once had a market share exceeding 80%. However, after this product was selected in national procurement in 2024, its price plummeted, resulting in the company’s failure to launch competitive new products, magnifying its issues. Essentially, the transfer of control rights for Dolei Pharmaceutical marks the complete failure of a development path that solely depended on first-generation products.
The control struggles at Mengke Pharmaceutical add an internal management subplot. As the 'first stock of antibiotics' on the STAR Market, the core issue of this company is not product defects—Contizolam has achieved annual sales of 130 million yuan—but the lack of governance structure. Since being listed, Mengke Pharmaceutical has long been “without an actual controller.” Additionally, its own sales team has limited coverage, and its core products rely on contract manufacturing, compounded by prescription restrictions for special-use antibiotics, leading to commercial progress falling far short of expectations.
In other words, the current wave of control transfers among listed companies is a concentrated outbreak of long-term driving forces, formed by a combination of policy regulation, market evolution, and capital restructuring, which pushes the industry into a deep integration period, deducing three trends.
Firstly, policies that promote “volume-based pricing” significantly compress the profit margins of homogeneous products, delivering a fatal blow to small and medium-sized pharmaceutical firms lacking core technology.
Secondly, the trend of policies guides industry resources to concentrate in advantageous enterprises. The pharmaceutical industry is transitioning from a period of “generic drug dividends” to an “innovation-driven period,” with increasing R&D investment thresholds, making it difficult for a single enterprise to cover the entire cost chain from “R&D to production to sales.”
For example, the lack of production capacity and sales networks at Mengke Pharmaceutical has become a bottleneck, while Dolei Pharmaceutical needs to break free from single-product reliance to upgrade its product matrix.
Thirdly, the retreat of capital accelerates the re-evaluation of innovative drug companies’ values. Funding that poured into the biopharmaceutical sector during previous years of capital frenzy is gradually retreating, leaving unprofitable innovative drug companies facing financing dilemmas.
On the flip side, industrial capital with sustained financial strength seizes the opportunity to enter the market. This shift in capital structure not only fills the funding gap for innovative drug companies but also propels the industry from “capital-driven” back to “industry-driven.”
Ultimately, the industry begins self-revolution under pressures from policy reshaping and industrial upgrading. Although the paths taken by various companies differ, they all point toward the core proposition of “resource integration and capability upgrading.” The restructuring process will not happen overnight, and control transfer events will continue to unfold. However, one thing is certain: competition in the pharmaceutical industry is evolving from a race of single products to a contest of comprehensive resource integration capabilities.