Ascentage Pharma (AAPG) revises indemnification, details HKD1,492m top-up

Rhea-AI Filing Summary

Ascentage Pharma Group International furnished a Form 6-K highlighting its 2025 interim results disclosures and governance updates. The company attached a press release on unaudited six‑month financial results and a Hong Kong Stock Exchange announcement as exhibits.

The filing also explains a previously closed offshore placement and top‑up subscription in which an affiliate of the CEO sold 22 million ordinary shares and received 22 million new ordinary shares at HKD68.60 per share, providing the company with approximately HKD1,492 million (about US$190.1 million) in net proceeds. In connection with this and a prior top‑up placement, the board approved a new form of indemnification agreement extending protections to certain affiliates of directors and officers and authorized payment of up to US$600,000 in interest to those indemnified persons whose share loans facilitated the placements.

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Corporate governance and capital markets analyst

Board formalizes protections and modest interest on prior top-up placements.

Ascentage Pharma describes a completed offshore placement and top-up subscription that generated approximately HKD1,492 million (around US$190.1 million) in net proceeds through issuing 22 million new ordinary shares at HKD68.60 each to an affiliate of the CEO.

The board then approved a revised indemnification agreement extending coverage to affiliates of directors and officers when acting at the company’s request, and authorized interest payments of up to US$600,000 to indemnified persons whose share loans enabled the top-up structures. These steps clarify protections and compensation around similar future transactions.

The capital raise itself was previously disclosed, so this update mainly documents governance mechanics rather than new financing. Future disclosures in interim and annual reports may show how these structures influence ongoing capital-raising choices and related‑party interactions.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the month of August 2025

Commission File Number: 001-42484

ASCENTAGE PHARMA GROUP INTERNATIONAL

(Translation of Registrant’s name into English)

68 Xinqing Road

Suzhou Industrial Park

Suzhou, Jiangsu

China

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒            Form 40-F ☐

Explanatory Note

On August 20, 2025, Ascentage Pharma Group International (“Ascentage Pharma” or the “Company”) issued a press release entitled, “Ascentage Pharma Reports 2025 Interim Unaudited Six Months Financial Results and Business Updates”. A copy of the press release is furnished as Exhibit 99.1 to this Report. On August 21, 2025, Ascentage Pharma Group International posted an announcement on the Hong Kong Stock Exchange entitled, “Announcement of Unaudited Interim Results for the Six Months Ended June 30, 2025”. A copy of the announcement is furnished as Exhibit 99.2 to this Report.

Approval of New Form of Indemnification Agreement and Interest Payments

As previously disclosed, on July 17, 2025, the Company closed an offshore placement and top-up subscription of new shares pursuant to which Dajun Yang Dynasty Trust, an affiliate of the Company’s Chief Executive Officer, Dajun Yang, M.D., Ph.D. (the “Vendor”), offered and sold 22 million ordinary shares, par value US$0.0001 per share, of the Company at a price of HKD68.60 per share and 22 million new ordinary shares were issued to the Vendor at a price of HKD68.60, resulting in net proceeds to the Company of approximately HKD1,492 million (approximately US$190.1 million based on an exchange rate of 1 USD to 7.85 HKD).

Given the advantages realized by the Company through the use of the above top-up placement, and the Company’s January 2023 top-up placement, the Company’s Board considered and approved certain amendments to the indemnification agreement for its directors and officers (“Indemnification Agreement”). The Indemnification Agreement amends the existing form of indemnification agreement, filed as Exhibit 4.1 to the Company’s most recent annual report on Form 20-F, to provide for indemnification of affiliates of an indemnitee for any action or inaction taken by the indemnitee in the role of an officer or director of the Company, or by such affiliates in their capacity of a shareholder of the Company, for actions taken at the request of the Company (each such affiliate and indemnitee, an “Indemnified Person”) and approved, as necessary, by the Company’s Board. There were no other substantive changes made to the existing form of indemnification agreement. In addition, considering that the underlying structure of these top-up placements represents a de-facto share-loan arrangement, whereby Indemnified Persons loaned ordinary shares for specific period of days, respectively, the Board considered and approved the payment of up to $600,000 in interest payments to those Indemnified Persons that enabled the successful completion of those top-up placements.

The foregoing description of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of indemnification agreement, which is filed as Exhibit 99.3 to this report on Form 6-K and is incorporated herein by reference.

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INDEX TO EXHIBITS

Exhibit Number		Exhibit Title
99.1		Press release dated August 20, 2025
99.2		Announcement dated August 21, 2025
99.3		Indemnification Agreement

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ASCENTAGE PHARMA GROUP INTERNATIONAL
Date: August 21, 2025	/s/ Dajun Yang
	Name:	Dajun Yang
	Title:	Chief Executive Officer

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FAQ

What did Ascentage Pharma (AAPG) disclose in this Form 6-K?

Ascentage Pharma reported that it furnished its 2025 unaudited interim financial results and related business updates, plus a Hong Kong Stock Exchange announcement. It also detailed governance changes linked to prior top-up placements, including a revised indemnification agreement and approved interest payments to certain indemnified persons.

How much capital did Ascentage Pharma (AAPG) raise in the July 2025 top-up placement?

The company reports net proceeds of approximately HKD1,492 million, or about US$190.1 million, from issuing 22 million new ordinary shares at HKD68.60 per share. These proceeds came through an offshore placement and top-up subscription involving an affiliate of the CEO.

What changes were made to Ascentage Pharma’s indemnification agreement?

The board approved an amended indemnification agreement extending coverage to affiliates of directors and officers. These affiliates are indemnified when acting as shareholders at the company’s request, alongside the officer or director, with each such party treated as an “Indemnified Person” under the updated agreement language.

Who is the vendor in Ascentage Pharma’s July 2025 share transaction?

The filing identifies Dajun Yang Dynasty Trust as the vendor, described as an affiliate of Chief Executive Officer Dajun Yang, M.D., Ph.D. This affiliate offered and sold 22 million existing ordinary shares and received 22 million new ordinary shares in the top-up placement.

What interest payments did Ascentage Pharma’s board approve for indemnified persons?

The board approved payment of up to US$600,000 in interest to indemnified persons who loaned ordinary shares. The company notes these top-up placements functioned as de-facto share-loan arrangements for specific periods, and the interest compensates parties whose loans enabled successful completion.

Which exhibits are attached to Ascentage Pharma’s August 2025 Form 6-K?

The filing lists three exhibits: a press release on 2025 unaudited interim financial results and business updates, a Hong Kong Stock Exchange announcement of unaudited interim results for the six months ended June 30, 2025, and the full text of the revised indemnification agreement.