一、会议召开和出席情况 证券代码：832566 证券简称：梓橦宫 公告编号：2023-001 四川梓橦宫药业股份有限公司 2023 年第一次临时股东大会决议公告 本公司及董事会全体成员保证公告内容的真实、准确和完整，没有虚假记载、 误导性陈述或者重大遗漏，并对其内容的真实性、准确性和完整性承担个别及连 带法律责任。 5.会议主持人：董事长唐铣 6.召开情况合法、合规、合章程性说明： 本次股东大会的召集、召开、议案审议程序符合有关法律、行政法规、部门 规章、规范性文件和《公司章程》等有关规定。 （二）会议出席情况 （一）会议召开情况 1.会议召开时间：2023 年 1 月 12 日 2.会议召开地点：公司会议室 3.会议召开方式：现场+网络方式 4.会议召集人：董事会 出席和授权出席本次股东大会的股东共 14 人，持有表决权的股份总数 64,162,840 股，占公司有表决权股份总数的 43.7789%。 其中通过网络投票参与本次股东大会的股东共 3 人，持有表决权的股份总数 21,900 股，占公司有表决权股份总数的 0.0149%。 （三）公司董事、监事、高级管理人员出席或列席股东大会情况 1.公司在任董事 ...

Financial Performance - The company's revenue for the current period is CNY 203,345,251.46, representing a 2.93% increase compared to CNY 197,551,996.18 in the same period last year [28]. - The net profit attributable to shareholders is CNY 54,497,813.55, which is a 43.24% increase from CNY 38,045,955.13 year-on-year [28]. - The gross profit margin improved to 81.13% from 80.48% in the previous year [28]. - Total assets increased by 4.44% to CNY 811,068,182.75, up from CNY 776,603,783.55 at the end of the previous year [29]. - The total liabilities rose by 13.12% to CNY 146,711,492.08, compared to CNY 129,700,690.14 at the end of the previous year [29]. - The net cash flow from operating activities increased by 67.67% to CNY 35,896,446.85 from CNY 21,408,442.39 in the previous year [30]. - The weighted average return on equity based on net profit attributable to shareholders decreased to 8.21% from 9.59% [28]. - The basic earnings per share decreased by 44.78% to CNY 0.37 from CNY 0.67 in the previous year [28]. - The company achieved operating revenue of ¥203,345,251.46, a year-on-year increase of 2.93% [39]. - Net profit attributable to the listed company reached ¥54,497,813.55, reflecting a growth of 43.24% compared to the previous year [39]. Investment and R&D - The company has a total of 95 drug production approval numbers, focusing on the central nervous system and digestive system medications [34]. - The company plans to expand its product offerings in the fields of central nervous system and endocrine system medications [34]. - The company holds 44 patents, including 26 invention patents, and has a research team of over 50 members [39]. - The company established a new R&D company with an investment of ¥6,000,000 to enhance its innovation capabilities [39]. - The company has invested CNY 98,163,669.81 in new drug research and development, achieving 28.29% of the planned investment [96]. - Research and development expenses for the first half of 2022 were CNY 5,923,227.26, down from CNY 7,686,789.60 in the same period of 2021, indicating a decrease of approximately 22.93% [120]. Market and Competition - The pharmaceutical industry is facing intensified competition and challenges due to the ongoing COVID-19 pandemic and government control measures [41]. - The company is focusing on the market promotion of its new product, pregabalin oral solution, ahead of its launch [40]. - Revenue from the product "Alkaloid Sodium" increased by 4.30% to 186.12 million yuan, with a gross margin of 85.83% [54]. - Revenue from the South China region grew by 33.00%, driven by the company's efforts to develop large private hospitals in Guangdong [58]. Risk Management - The company faces risks related to new product development, including high costs and the potential for research failures, which could adversely affect future growth [12]. - The company is exposed to product price fluctuation risks due to national healthcare reforms and centralized procurement policies, which may impact profitability [12]. - The company has not experienced significant changes in major risks during the reporting period [13]. - The company has not faced any delisting risks as of the reporting date [13]. - The company’s production and sales were affected by the COVID-19 pandemic, but no significant adverse consequences were reported [13]. Corporate Governance - The company’s legal representative is Tang Xi, and the board secretary is Zeng Peiyu [19]. - The company has a total of 7 board members and 3 supervisory board members, with no changes in the chairman or general manager positions [107]. - The company appointed a new independent director, Huang Yuanlin, to meet development needs, following the resignation of former independent director Duan Xiaoqun [108]. - The total number of independent directors is now 3, following the recent changes [108]. - The company has not implemented any stock incentive plans during the reporting period [110]. Shareholder Information - The total share capital increased from 73,280,540 shares to 146,561,080 shares after the cash dividend distribution of 36,640,270.00 yuan and capital reserve conversion [85]. - The largest shareholder, Tang Xi, holds 32,925,730 shares, representing 22.47% of the total shares [88]. - The top ten shareholders collectively hold 75,568,074 shares, accounting for 51.56% of the total shares [88]. - The total number of common shareholders is 8,563 [84]. - Tang Xi directly controls 22.47% and indirectly controls an additional 1.45% of the company's shares, totaling 23.92% [90]. Cash Flow and Financial Position - Cash and cash equivalents decreased by 55.71% compared to the end of the previous year, primarily due to an increase in the amount of bank wealth management products purchased, totaling 280 million yuan at the end of the reporting period [47]. - The net cash flow from financing activities was negative at ¥36,651,262.07, attributed to the distribution of cash dividends amounting to ¥36,640,300, which was not present in the previous period [60]. - The total amount invested in financial products reached ¥1,131,957,957, with an unexpired balance of ¥280,417,957, and no overdue amounts reported [62]. - The company reported a significant decrease in credit impairment losses by 626.99%, reflecting improved management of accounts receivable [50]. - The company’s cash and cash equivalents at the end of the period totaled ¥66,154,072.65, down from ¥149,359,002.06 at the beginning of the period, representing a decrease of approximately 55.8% [194]. Environmental and Social Responsibility - The company is actively involved in poverty alleviation and rural revitalization efforts, including the establishment of a traditional Chinese medicine planting experimental base [68]. - The company has been recognized for its commitment to corporate social responsibility, including employee rights protection and community engagement initiatives [68]. - Environmental protection measures are in place, with the company being classified as a key pollutant discharge unit and having obtained necessary permits for waste discharge [69]. - The company has implemented effective measures to ensure compliance with environmental standards, with no reported exceedances in pollutant discharge limits [70]. Compliance and Legal Matters - No major litigation or arbitration matters reported during the reporting period [78]. - No funds, assets, or resources were occupied or transferred by shareholders or related parties during the reporting period [78]. - The actual controller and major shareholders are fulfilling their commitments regarding stock lock-up and stability measures [79]. - The company has made commitments to avoid related party transactions and ensure independent business operations [81].

Revenue Performance - The company's revenue from Choline Phosphate reached ¥383,467,775.06, with a gross margin of 85.67%, representing a year-on-year increase of 19.70%[4] - Revenue from Eastern Stomach Medicine was ¥9,852,934.85, with a gross margin of 58.89%, showing a decrease compared to the previous year's 47.48%[4] - Revenue from other pharmaceuticals decreased to ¥29,869,674.55, with a gross margin of 22.61%, reflecting a year-on-year decline of 21.09%[8] Customer Concentration - Total sales to major customers amounted to ¥264,971,347.35, accounting for 62.47% of the annual sales, with the largest customer being China National Pharmaceutical Group, contributing ¥123,793,246.63 or 29.19%[10] - The report indicates a significant reliance on a few major customers, with the top three customers accounting for over 50% of total sales[10] Financial Corrections - The company acknowledged the correction of financial data in its 2021 annual report, ensuring the accuracy and completeness of the information disclosed[2] - The company expressed apologies for any inconvenience caused to investors due to the corrections made in the financial report[10] Operational Insights - The company reported a total operating cost of ¥54,962,314.74 for Choline Phosphate, resulting in a gross profit of ¥328,505,460.32[4] - The company plans to maintain its current strategies while addressing the discrepancies found in the previous report[2] - The overall financial performance indicates a mixed trend, with some products showing growth while others experienced declines in revenue and gross margin[4]

Financial Performance - Net profit attributable to shareholders rose by 83.70% to CNY 28,401,290.54 for the first quarter of 2022, up from CNY 15,460,416.59 in the same period last year[19] - Operating revenue for the first quarter of 2022 was CNY 101,980,920.45, reflecting a growth of 10.75% compared to CNY 92,079,780.70 in the previous year[17] - Basic earnings per share increased by 44.44% to CNY 0.39 from CNY 0.27 year-on-year[17] - The company reported a net cash flow from operating activities of CNY 28,032,913.92, which is a 16.12% increase from CNY 24,142,159.26 in the same period last year[17] - The total non-recurring gains and losses amounted to CNY 14,470,310.98 after tax, contributing to the significant increase in net profit[21] - Operating revenue for Q1 2022 reached ¥101.98 billion, compared to ¥92.08 billion in Q1 2021, marking an increase of about 10.5%[41] - Operating profit for Q1 2022 was ¥37,078,044.98, compared to ¥18,518,193.30 in Q1 2021, marking an increase of 100.4%[45] - Total profit for Q1 2022 amounted to ¥36,711,050.78, up from ¥18,630,964.50 in Q1 2021, an increase of 96.9%[45] - Net profit for Q1 2022 was ¥30,951,503.77, representing a 95.5% increase from ¥15,836,319.82 in Q1 2021[46] Assets and Liabilities - Total assets increased by 7.43% to CNY 834,270,373.27 as of March 31, 2022, compared to CNY 776,603,783.55 at the end of 2021[17] - The asset-liability ratio (consolidated) increased to 19.10% from 16.70% year-on-year[17] - Total liabilities rose to ¥159.32 billion, up from ¥129.70 billion, indicating an increase of about 22.8%[35] - Total equity increased to ¥674.95 billion from ¥646.90 billion, reflecting a growth of approximately 4.3%[35] Cash Flow - Operating cash inflow for Q1 2022 was CNY 132,168,802.79, an increase of 24.6% compared to CNY 106,067,068.57 in Q1 2021[47] - Cash inflow from investment activities in Q1 2022 totaled CNY 521,711,482.17, significantly higher than CNY 127,580,160.43 in Q1 2021, marking a 309.5% increase[48] - Cash and cash equivalents at the end of Q1 2022 stood at CNY 128,878,593.72, compared to a negative balance of CNY -19,715,778.26 in Q1 2021[48] - The company reported a net increase in cash and cash equivalents of CNY 6,719,591.66 in Q1 2022, contrasting with a decrease of CNY -58,179,350.47 in Q1 2021[48] Shareholder Information - The total registered capital of the company is CNY 73,280,540[14] - The total number of shares held by major shareholders is 37,855,289, representing 51.65% of the total shares[26] - The largest shareholder, Tang Xi, holds 16,462,865 shares, accounting for 22.47% of the total shares[25] Expenses - Operating costs for Q1 2022 were ¥85.08 billion, up from ¥76.15 billion in Q1 2021, which is an increase of approximately 11.5%[41] - Research and development expenses decreased significantly to ¥375,692.08 in Q1 2022 from ¥5,475,719.95 in Q1 2021, a reduction of approximately 93.2%[45] - Sales expenses increased to ¥57,230,035.56 in Q1 2022, up from ¥44,406,536.48 in Q1 2021, reflecting a rise of 28.9%[44] - Tax expenses for Q1 2022 were ¥5,759,547.01, compared to ¥2,794,644.68 in Q1 2021, reflecting an increase of 106.4%[46] Other Financial Metrics - The weighted average return on equity based on net profit attributable to shareholders was 4.33%, up from 4.01% in the previous year[17] - The company disposed of idle properties and land, generating a gain of CNY 13,007,816.10, which positively impacted net profit[19] - Other income for Q1 2022 was ¥2,547,497.77, up from ¥1,278,838.90 in Q1 2021, an increase of 99.5%[45] - Investment income for Q1 2022 was ¥1,796,382.17, compared to ¥547,321.13 in Q1 2021, an increase of 228.5%[45] Legal and Corporate Actions - There were no significant legal disputes or external guarantees reported during the reporting period[29] - The company has not implemented any profit distribution or capital increase plans during the reporting period[30]

Financial Performance - Net profit attributable to shareholders increased by 83.70% to CNY 28,401,290.54 year-on-year[19] - Operating income rose by 10.75% to CNY 101,980,920.45 compared to the same period last year[19] - Basic earnings per share increased by 44.44% to CNY 0.39 compared to CNY 0.27 in the same period last year[17] - The company achieved a net cash flow from operating activities of CNY 28,032,913.92, up 16.12% year-on-year[17] - The company's operating profit for Q1 2022 was ¥37,078,044.98, compared to ¥18,518,193.30 in Q1 2021, marking an increase of 100%[44] - The net profit attributable to the parent company for Q1 2022 was ¥28,401,290.54, up 84% from ¥15,460,416.59 in Q1 2021[42] - The total profit for Q1 2022 was ¥36,711,050.78, compared to ¥18,630,964.50 in Q1 2021, reflecting a growth of 97%[44] - The total comprehensive income for Q1 2022 was ¥30,951,503.77, compared to ¥15,836,319.82 in Q1 2021, reflecting a growth of 95%[45] Assets and Liabilities - Total assets increased by 7.43% to CNY 834,270,373.27 compared to the end of the previous year[17] - The company's total liabilities to assets ratio (consolidated) increased to 19.10% from 16.70% at the end of the previous year[17] - The net assets attributable to shareholders increased by 4.42% to CNY 670,810,145.92 compared to the end of the previous year[17] - Total liabilities rose to CNY 159,322,919.75 from CNY 129,700,690.14, an increase of about 22.8%[34] - Total equity increased to CNY 674,947,453.52 from CNY 646,903,093.41, reflecting a growth of approximately 4.3%[34] - The total current assets reached ¥569,671,288.40, an increase from ¥507,829,146.22 in the previous period[32] - The company's trading financial assets rose to ¥201,837,957.00, compared to ¥162,630,000.00 in the previous period[32] Cash Flow - Cash and cash equivalents increased to CNY 180,852,185.06 from CNY 145,753,002.76, a growth of about 24.1%[36] - Operating cash inflow for Q1 2022 was CNY 132,168,802.79, an increase of 24.6% compared to CNY 106,067,068.57 in Q1 2021[46] - Cash inflow from investment activities in Q1 2022 totaled CNY 521,711,482.17, significantly higher than CNY 127,580,160.43 in Q1 2021, marking a 309.5% increase[47] - The company reported a net cash inflow of CNY 12,386,162.41 from operating activities in Q1 2022, compared to a net outflow of CNY -52,964,694.73 in Q1 2021[49] - The company achieved a net cash flow from operating activities of CNY 32,626,515.24 in Q1 2022, compared to CNY 26,408,355.00 in Q1 2021, reflecting a growth of 23.5%[49] Shareholder Information - The total number of shares held by the top ten shareholders is 37,855,289, representing 51.65% of the total shares[25] - The largest shareholder, Tang Xi, holds 16,462,865 shares, accounting for 22.47% of the total shares[25] Other Financial Metrics - The total non-recurring gains and losses amounted to CNY 4,027,459.83, with a net amount after tax of CNY 3,413,667.30[20] - The weighted average return on net assets (attributable to shareholders) increased to 4.33% from 4.01% year-on-year[17] - Research and development expenses decreased significantly to ¥375,692.08 in Q1 2022 from ¥5,475,719.95 in Q1 2021, indicating a strategic shift in R&D investment[44] - The sales expenses for Q1 2022 were ¥57,230,035.56, an increase from ¥44,406,536.48 in Q1 2021, indicating increased marketing efforts[44] - The tax expenses for Q1 2022 were ¥5,759,547.01, compared to ¥2,794,644.68 in Q1 2021, reflecting higher profitability[44]

Capital and Investment - The registered capital of Zizhong Palace increased to CNY 73,280,540, with an additional investment of CNY 20,000,000 to Kunming Zizhong Palace in October 2021[4]. - The company issued 16,521,740 shares in 2021, raising net funds of CNY 208,163,669.81 after deducting issuance costs[53]. - The company raised a total of CNY 223,043,490.00 by issuing 16,521,740 shares at a price of CNY 13.50 per share[146]. - The company invested CNY 977,537,943.97 in financial products, with CNY 640,814,959.02 from self-owned funds and CNY 336,722,984.95 from raised funds[84]. Financial Performance - The company's operating revenue for 2021 was RMB 424,129,063.73, representing a 16.06% increase compared to RMB 365,435,019.34 in 2020[30]. - The net profit attributable to shareholders for 2021 was RMB 80,105,220.08, which is a 27.00% increase from RMB 63,073,267.94 in 2020[30]. - The gross profit margin for 2021 was 80.54%, up from 78.52% in 2020[30]. - The company's net cash flow from operating activities was RMB 59,605,333.33, a 10.46% increase from RMB 53,961,905.48 in 2020[34]. - The company's debt-to-asset ratio (consolidated) was 16.70% at the end of 2021, down from 22.13% at the beginning of the year[32]. - The company achieved a net profit growth rate of 26.52% in 2021 compared to 7.74% in 2020[36]. - The total number of ordinary shares increased by 29.11% to 73,280,540 shares at the end of 2021 from 56,758,800 shares at the beginning of the year[38]. Research and Development - The company is focusing on the development of new drugs in the fields of the nervous system, digestive system, and endocrine system, with significant investment required for research and development[11]. - The company’s R&D investment during the reporting period was ¥38,564,009.74, accounting for 9.09% of total revenue, with 6 invention patents obtained[54]. - The company has established a new drug innovation R&D platform in collaboration with domestic universities and research institutions[186]. - The company has established a robust internal control system to manage sales expenses and ensure effective market expansion[122]. - The company has made progress in key R&D projects, including obtaining clinical trial approval for a new drug for gastric and colon cancer[95]. Market and Sales Strategy - The company plans to increase marketing expenditures as it expands into specialized medication markets, which may impact profit margins[12]. - The company is focusing on increasing R&D investment and accelerating project management to enhance innovation capabilities[116]. - The company has established a marketing system to expand its national market and strengthen sales channel management[116]. - The company is actively pursuing consistency evaluations for its generic drugs, which are crucial for future market access and competitive positioning[124]. Risk Management - There is a risk of increasing accounts receivable due to the rapid expansion of business operations, which may lead to potential bad debts if major clients face adverse conditions[11]. - The company faces risks related to the pricing of its products due to national policies aimed at controlling drug prices and promoting healthcare reforms[12]. - The company has implemented strict accounts receivable management measures to mitigate risks associated with credit policies and customer financial health[119]. - The company has not experienced significant changes in major risks during the reporting period[12]. Corporate Governance and Compliance - The company has established a robust governance structure to enhance operational transparency and protect shareholder interests[54]. - The company has made commitments regarding the absence of false records or misleading statements in the public offering prospectus[136]. - The company has a commitment to avoid related party transactions as of June 22, 2020[131]. - The company has not reported any major litigation or arbitration matters during the reporting period, indicating a stable legal environment[129]. Environmental Responsibility - The company emphasizes environmental protection and pollution control measures in its operations, reflecting its commitment to sustainability[199]. - The company has obtained a pollution discharge permit and complies with environmental protection laws and regulations[199]. - The company produces a total of 143 m³/d of wastewater, which is treated to meet park standards before being discharged[200]. - The company has implemented strict environmental protection measures, including wastewater treatment that meets park standards before discharge[108]. Employee and Talent Management - The total number of employees increased from 281 to 298, with a net addition of 17 employees during the reporting period[166]. - The company has established a talent training base to enhance the skills of its workforce, focusing on internal training and recruitment from universities[168]. - The company’s management team saw changes, with Li Yun appointed as the new General Manager and Duan Liping as the new CFO due to company development needs[162]. - The total remuneration for directors, supervisors, and senior management in 2021 was CNY 2.8599 million[164].

Group 1: Research and Development - The company currently has no products included in the national centralized procurement list [2] - Future R&D will focus on original traditional Chinese medicine products and chemical generic drugs, including the development of Guo Liu Wei An capsules and Oseltamivir phosphate capsules [2] - The company will also conduct secondary R&D on existing exclusive traditional Chinese medicine products, such as Dongfang Weiyao capsules and Qingchang Tongbian capsules, to explore new indications [2] Group 2: Investment Projects - The company's fundraising projects are progressing as planned, with the production application for Celecoxib capsules and Vildagliptin tablets submitted, and clinical approval obtained for Guo Liu Wei An capsules [3] Group 3: Shareholding and Control - The controlling shareholder, Tang Xian, directly holds 22.47% of the company's shares and indirectly controls an additional 1.45% through a partnership, totaling 23.92% [3] - Any future plans for shareholding increases will be disclosed in accordance with regulations [3]

Group 1: Company Overview - Sichuan Zizhong Palace Pharmaceutical Co., Ltd. held an investor survey on November 2, 2021, attended by four institutions [2][3] - The survey was conducted in the company's conference room with key personnel including the Chairman and General Manager present [3] Group 2: Research and Development Plans - The company plans to increase R&D investment, focusing on the development of the original Chinese patent medicine "Qiu Liu Wei An Capsule" and secondary research on existing products like "Oriental Stomach Medicine Capsule" and "Qing Chang Tong Bian Capsule" [4] - Ongoing research projects include classic formulas such as "Er Dong Tang" and "Kai Xin San" [4] Group 3: Market Expansion Strategies - The company is exploring new marketing models for its unique Chinese patent medicines, including online sales and advertising on central channels [5] Group 4: Sales Performance - The sales revenue share of the main product, "Cerebrolysin Sodium Tablets," over the past three years is as follows: - 2018: 89.79% - 2019: 86.71% - 2020: 87.80% - First half of 2021: 90.54% [6] Group 5: Product Layout and Consistency Evaluation - Future product layout will focus on existing product lines, with chemical drugs targeting the nervous system and traditional Chinese medicine focusing on the digestive system [7] - The consistency evaluation for "Cerebrolysin Sodium Tablets" is currently in the pre-BE trial phase, with no other domestic companies having submitted applications for consistency evaluation as of the latest update [8]