Yan'an Pharmaceutical's disclosure accuracy regarding major suppliers and key customer purchase and sales information has attracted attention, with significant differences and discrepancies observed when compared to the other party's data.

Questioning AI · Why do the data discrepancies between Yan’an Pharmaceutical and Changxing Pharmaceutical repeatedly reverse direction?

The fundraising plan to expand production and strengthen R&D with 358 million yuan has returned, and Shanghai Yan’an Pharmaceutical Yangpu Co., Ltd. (, hereinafter referred to as “Yan’an Pharmaceutical” ), which is preparing to knock on the capital market again, saw a significant decline in its steadily growing performance data at the end of the reporting period in the first half of 2025.

In addition to the previous reports by “Public Securities Daily” about Yan’an Pharmaceutical’s multiple regulatory self-discipline measures due to information disclosure violations during the reporting period, Jingjing Finance Studio also noticed that behind the company’s IPO process, there was enormous betting pressure. Although the betting agreement has now been cleared, some repurchase clauses still have “tails”; furthermore, the ongoing data discrepancies and reversals in direction between Yan’an Pharmaceutical and its key trading partner Changxing Pharmaceutical raise concerns about the accuracy and even the authenticity of the company’s disclosed data.

Part of the “betting” agreements remain with “tails” after cleanup

Between 2015 and 2022, Yan’an Pharmaceutical successively introduced institutional investors such as Shangda Capital, Shanghai Furong, Suzhou Jianyuan, Shanghai Jinpou, and Haikou Hongchuang through capital increases and equity transfers.

During the financing process, the company, controlling shareholder, and actual controller Wang Xueliang signed multiple agreements including capital increase agreements, equity transfer agreements, and supplementary agreements that contained clauses on share repurchase, performance commitments, preemptive rights, anti-dilution rights, veto rights, etc.

Yan’an Pharmaceutical’s prospectus disclosed the entire process of signing, executing, and clearing the “betting” agreements and other special rights clauses, restoring the details of the company’s negotiations with capital providers during financing. The reporter noted that behind the cleanup of the “betting clauses,” some special rights clauses still have “tails.”

For example, the “betting arrangement” with Shangda Capital involves share repurchase and deferral. In May 2015, when Shangda Capital invested, a repurchase right clause including a qualified listing betting was agreed upon: if the company did not complete a qualified listing within four years, Shangda Capital had the right to require the company or the actual controller Wang Xueliang to repurchase its shares.

Later, as the company planned to apply for listing on the New Third Board, both parties signed a supplementary agreement in June 2015, adjusting some rights, and stipulating that if the listing was not achieved as scheduled, the relevant rights would automatically revert.

As the listing process was repeatedly delayed, both parties signed another supplementary agreement in July 2017, extending the qualified listing trigger period to between December 31, 2021, and December 31, 2022. It was agreed that if an application for listing was submitted during this period, the betting clauses would terminate; if the application was rejected or withdrawn, the clauses would be restored.

Since Yan’an Pharmaceutical failed to achieve a qualified listing before the end of 2022, the repurchase obligation was triggered. From December 2022 to July 2023, Wang Xueliang and his designated party Qiu Huizhen invested approximately 104 million yuan in three installments, repurchasing 9.49M shares held by Shangda Capital.

However, this repurchase did not mean the complete termination of the special rights clauses. In July 2023, both parties signed a supplementary agreement confirming that all other shareholder special rights, except for the repurchase rights, were irrevocably and unconditionally terminated and deemed null from the outset. But the repurchase rights were designed as “terminated with a recovery condition”: if the company’s listing application was not accepted for more than 30 days, or was rejected, vetoed, or actively withdrawn, or if the company failed to complete listing by December 31, 2025, the repurchase rights would automatically restore. On October 18, 2024, the company received a decision from the Beijing Stock Exchange to terminate the listing review, and the previously terminated repurchase rights automatically restored. In the same year, on December 31, both parties signed another supplementary agreement extending the listing deadline further to December 31, 2026, again reaffirming the mechanism that the repurchase rights would automatically restore if listing failed. This means that, to date, the repurchase clauses related to Shangda Capital remain in a “standby” state.

Additionally, in August 2017, Shanghai Furong and Suzhou Jianyuan invested in Yan’an Pharmaceutical and signed “betting” clauses including performance commitments, stipulating net profits of no less than 60 million yuan in 2017 and 75 million yuan in 2018. Due to the company’s failure to meet the 2018 performance commitments, in June 2019, Wang Xueliang paid cash compensation of 12.24 million yuan to each of Shanghai Furong and Suzhou Jianyuan, totaling 24.48 million yuan.

Meanwhile, the parties also agreed on a qualified listing “betting” clause: if the company did not submit an IPO application within one year or failed to list within three years, investors could require Wang Xueliang to repurchase shares. In June 2023, all parties signed a supplementary agreement, stipulating that, apart from the qualified listing repurchase rights, other special shareholder rights would be irrevocably and unconditionally terminated from the date of submitting the listing application; the qualified listing repurchase rights would terminate after the application was submitted but would automatically restore if the listing was not approved or was actively withdrawn. In October 2024, the company’s listing review at the Beijing Stock Exchange was terminated, and Suzhou Jianyuan’s qualified listing repurchase rights were restored as agreed.

On December 20, 2024, both parties signed another supplementary agreement, stipulating that the repurchase rights would terminate from the date of submitting the listing application but would restore if listing failed. Shanghai Furong, having sold all its shares in the company in December 2024, had its various special clauses and rights and obligations completely terminated, with no recovery clauses remaining.

Shanghai Jinpu, which invested in September 2017, also agreed to the 2017 and 2018 performance “betting” clauses. Due to failure to meet the 2018 targets, Wang Xueliang paid a cash compensation of 12.24 million yuan in September 2019. In October 2022, the performance betting clauses were fully terminated without any recovery conditions.

However, the liquidation protection clauses in these agreements—where if the company’s liquidation resulted in investors receiving less than the transfer price plus interest, Wang Xueliang would make up the difference—were implemented as “conditional terminations”: these clauses automatically terminated and were deemed invalid from the date of submitting the listing application but would automatically restore upon the company withdrawing the application, rejection, or during the liquidation process during the review period.

After the review was terminated in October 2024, this liquidation protection clause automatically restored. On March 11, 2025, both parties signed another supplementary agreement reaffirming this restoration mechanism.

Haikou Hongchuang, which invested in August 2022, also agreed to a qualified listing “betting” clause: if the company did not obtain acceptance for listing within three years, Qiu Huizhen would need to repurchase shares. In June 2023, both parties agreed that the betting clause would terminate upon acceptance of the listing application but would restore if the listing failed. After the review was terminated in October 2024, this repurchase right automatically restored.

Subsequently, multiple supplementary agreements were signed. On December 25, 2024, both parties agreed that the betting clauses would be irrevocably and unconditionally terminated from the date of acceptance of the listing application but would automatically restore if the application was not approved, was terminated, rejected, or actively withdrawn. On September 30, 2025, both parties extended the trigger period for the repurchase rights to the fourth year after investment and reaffirmed the restoration mechanism.

From the disclosure situation, although the special rights clauses formed in Yan’an Pharmaceutical’s various financings have been largely cleared, the “betting” clauses conditioned on listing with multiple investors have not been fully “cleared.” Instead, they exist in the form of “with recovery conditions.” With the termination of the listing review at the Beijing Stock Exchange, some repurchase rights have been reactivated as agreed. This indicates that the company’s listing process faces renewed obstacles, and the actual controller and the company will still face the pressure of fulfilling these special rights clauses once activated.

Discrepancies in procurement and sales data with counterparties

Our previous report noted that Yan’an Pharmaceutical had been regulated four times within two years for information disclosure violations. Additionally, the reporter found inconsistencies between the procurement and sales data disclosed by Yan’an Pharmaceutical during the reporting period and those disclosed by a trading partner.

According to the prospectus, Changxing Pharmaceutical, a New Third Board listed company, is not only an important customer but also a key supplier for Yan’an Pharmaceutical. The transaction data disclosed in the prospectus and annual reports between the two from 2022 to 2024 show some inconsistencies. This suggests that, based on the same data and following the same accounting standards, the data for certain years should be consistent, yet there are abnormal discrepancies.

For example, in 2022: Yan’an Pharmaceutical disclosed sales to Changxing Pharmaceutical of 32.98 million yuan. Changxing Pharmaceutical’s annual report showed the purchase data from Yan’an Pharmaceutical as exactly the same, 32.98 million yuan. The perfect match indicates that at that time, both parties’ accounting points and revenue recognition standards appeared highly aligned.

However, starting in 2023, discrepancies in disclosure data emerged. Yan’an Pharmaceutical’s prospectus reported sales of 84.08 million yuan to Changxing Pharmaceutical that year. In contrast, Changxing Pharmaceutical’s disclosure of purchases from Yan’an Pharmaceutical was as high as 101 million yuan. This means Changxing Pharmaceutical’s recorded purchase amount exceeds Yan’an Pharmaceutical’s sales record by about 16.56 million yuan.

In normal trade, small deviations due to in-transit goods, timing of acceptance, etc., are common, but a discrepancy of over 16 million yuan and a high proportion of it is unusual and difficult to explain as merely timing differences. More confusingly, in that year, there was also reciprocal trading: Changxing Pharmaceutical sold 26.04 million yuan to Yan’an Pharmaceutical, and both sides’ disclosures are consistent on this data.

If the discrepancy in 2023 sales data was accidental, the even larger discrepancies in 2024 are more perplexing. Yan’an Pharmaceutical disclosed that in 2024, sales to Changxing Pharmaceutical further increased to 117 million yuan, but Changxing Pharmaceutical’s disclosed purchase amount was only 104 million yuan. The direction of the discrepancy reversed: Yan’an Pharmaceutical’s sales are higher than Changxing Pharmaceutical’s purchases by about 13M yuan.

This raises questions: why were Yan’an Pharmaceutical’s sales data and Changxing Pharmaceutical’s disclosures perfectly aligned in 2022, yet in 2023 and 2024, they showed large and opposite discrepancies?

If it were a matter of different statistical standards, why do the fluctuations go in opposite directions? This inevitably raises doubts about whether the company has adjusted revenue recognition timing to meet specific financial targets.

Besides sales data, the purchase amounts Yan’an Pharmaceutical reported to Changxing Pharmaceutical and the sales data from Changxing Pharmaceutical to Yan’an Pharmaceutical also do not match.

Yan’an Pharmaceutical disclosed that in 2024, its purchase amount from Changxing Pharmaceutical was as high as 58.47 million yuan, making Changxing Pharmaceutical the company’s second-largest supplier. However, in Changxing Pharmaceutical’s 2024 annual report, the top five customers did not include Yan’an Pharmaceutical, whose sales to the fifth-largest customer, Zhejiang Inter Group, amounted to only 28.65M yuan. What is the reason for the significant discrepancy between the data disclosed by the company and Changxing Pharmaceutical? Is this reason reasonable and normal? Is the “purchase” from Changxing Pharmaceutical actually a direct purchase of goods, or does it include other types of payments such as R&D cooperation funds, prepayments, deposits, or receivables? If detailed breakdowns are available, what is the specific composition of the 58.47 million yuan purchase? Does the company know about these discrepancies? Have the relevant sponsors or underwriters diligently verified the data? Are the sales data disclosed by the company to Changxing Pharmaceutical truthful and accurate?

Further doubts concern: what are the statistical standards or recognition criteria for transactions between the company and Changxing Pharmaceutical? Do both parties have different understandings or practices regarding the application and implementation of these standards? What is the reason for such large differences in data?

Given the opposite discrepancies in disclosures for 2023 and 2024, could there be undisclosed issues in the prospectus or annual reports? For example, are there triangular transactions, financing transactions, or other business arrangements involving third parties that cause the recorded data to mismatch with the final consolidated or actual cash flows?

Regarding these questions, the Jingjing Finance Studio of “Public Securities Daily” has sent inquiries and calls to Yan’an Pharmaceutical, but as of the time of publication, the company has not responded. Reporter Wang Jun

Disclosed top five suppliers of Yan’an Pharmaceutical

Screenshot of Changxing Pharmaceutical’s main customers in 2023

Screenshot of Changxing Pharmaceutical’s main customers in 2024