香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不 負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，並 明 確 表 示 概 不 就 因 本 公 告 全 部 或 任 何 部 分 內 容 而 產 生 或 因 依 賴 該 等 內 容 而 引 致 的 任 何 損 失 承 擔 任 何 責 任。 （於開曼群島註冊成立之有限公司） （股份代號：1011） 終止非常重大收購事項及 截 至2023年12月31日止年度年報的補充公告 茲 提 述 中 國 泰 凌 醫 藥 集 團 有 限 公 司（「本公司」）及 其 附 屬 公 司（統 稱「本集團」）所 刊發的2023年報及日期為2024年7月19日 有 關 終 止 非 常 重 大 收 購 事 項（「終止事 項」）的 公 告（「該公告」）。除 另 有 界 定 者 外，本 公 告 所 用 詞 彙 與 該 公 告 所 界 定 者 具 有 相 同 涵 義。 除 年 報 及 該 公 告 披 露 的 資 料 外，本 公 司 董 事 會（「董事會」）謹 此 向 本 公 司 股 東 及 潛 在 投 資 者 提 供 以 下 補 充 資 料。 終止非常重大收 ...

N 中国泰凌医药集团 CHINA NT PHARMA GROUP (於開曼群島註冊成立之有限公司) 股份代號：1011 2024 中期報告 目錄 2 公司資料 3 管理層討論及分析 12 企業管治及其他資料 17 未經審核簡明綜合中期損益表 18 未經審核簡明綜合中期其他全面收益表 19 未經審核簡明綜合中期財務狀況表 21 未經審核簡明綜合中期權益變動表 22 未經審核簡明綜合中期現金流量表 23 未經審核簡明綜合中期財務報表附註 公司資料 | --- | --- | |-------------------------------------------|----------------------------------------| | | | | 董事會及委員會 | 香港主要營業地點及總部 | | 執行董事 | 香港 | | 吳鐵先生 （主席兼行政總裁） | 皇后大道中 183 號 | | 吳靜美女士（於 2024 年 1 月 15 日獲委任） | 中遠大廈 36 樓 3613 室 | | 非執行董事 | 註冊辦事處 | | 錢唯博士 | Cricket Square, Hutchins Drive ...

Financial Performance - For the six months ended June 30, 2024, the company reported revenue of RMB 31,297,000, compared to RMB 25,591,000 for the same period in 2023, representing a year-over-year increase of 22%[3] - The gross profit for the same period was RMB 5,706,000, down from RMB 7,366,000 in 2023, indicating a decrease of approximately 22.5%[3] - The company achieved a profit before tax of RMB 785,000, a significant improvement from a loss of RMB 4,796,000 in the previous year[3] - The net profit attributable to the owners of the company for the period was RMB 661,000, compared to a loss of RMB 5,612,000 in the same period last year[3] - The company reported a total comprehensive loss of RMB 6,850,000 for the period, compared to a loss of RMB 10,137,000 in the previous year, showing a reduction in losses of about 32%[4] - The company reported a pre-tax loss of RMB 661,000 for the six months ended June 30, 2024, compared to a loss of RMB 4,796,000 for the same period in 2023, indicating a significant improvement[19] - The company's profit attributable to equity holders from continuing operations was approximately RMB 0.7 million, compared to a loss of RMB 4.8 million in the same period last year[42] Assets and Liabilities - The total assets as of June 30, 2024, were RMB 14,404,000, an increase from RMB 12,277,000 as of December 31, 2023[5] - The company's current liabilities increased to RMB 681,615,000 from RMB 665,087,000 at the end of 2023, reflecting a rise of approximately 2.4%[6] - As of June 30, 2024, the group's current liabilities amounted to approximately RMB 667,211,000, and total borrowings were approximately RMB 356,133,000[9] - The company's total bank and other borrowings amounted to RMB 352,878,000, an increase from RMB 340,708,000 as of December 31, 2023, representing a growth of approximately 3.43%[25] - Total debt as of June 30, 2024, was RMB 527.3 million, compared to RMB 515.7 million as of December 31, 2023, with a debt-to-asset ratio of 155.7%[50] - The net debt amount was RMB 521.5 million as of June 30, 2024, compared to RMB 514.1 million as of December 31, 2023[46] Cash Flow and Liquidity - Cash and bank balances rose significantly to RMB 5,791,000 from RMB 1,520,000, indicating a substantial improvement in liquidity[5] - The group reported a cash and bank balance of approximately RMB 5,791,000 as of June 30, 2024[9] - The company is exploring new financing sources or strategic capital investments to improve its cash flow situation[10] - Financing costs decreased by approximately RMB 7.1 million or 54.2% to about RMB 6.0 million compared to RMB 13.1 million in the same period last year, primarily due to a reduction in borrowings[41] Operational Developments - The company continues to focus on research and development in the pharmaceutical sector, aiming to enhance its product offerings and market presence[7] - The group aims to develop a comprehensive platform enterprise covering the entire management of orthopedic treatment[10] - The company has established four platforms: pharmaceutical sales service platform, cross-border health platform, medical device promotion platform, and medical digital service platform, all set to launch between 2024 and 2025[35] - The company has acquired a patent for a specialized orthopedic pain treatment drug, expected to be registered and launched for sale in 2024[36] - The company plans to leverage artificial intelligence to build a multi-supply bridge in the bone health sector, integrating medical equipment and rehabilitation services[35] Customer and Revenue Insights - Revenue from digital services and sales agency fees increased to RMB 31,297,000 for the six months ended June 30, 2024, compared to RMB 7,366,000 in the same period of 2023[12] - Major customer B contributed RMB 30,793,000 to total group revenue for the six months ended June 30, 2024, while major customer A contributed RMB 7,366,000 in the previous year[13] Cost Management - The company has taken measures to control administrative costs through human resource optimization and capital expenditure control[10] - The total sales cost for Suzhou First Pharmaceutical was RMB 75,243,000, leading to a gross profit of RMB 44,937,000 for the six months ended June 30, 2023[31] - The company has allocated HKD 2,000,000 for processing fees related to orthopedic drug production, with expected utilization by December 2024[54] Corporate Governance and Compliance - The financial statements were prepared in accordance with the Hong Kong Financial Reporting Standards, ensuring compliance and transparency[8] - The company has adhered to all applicable corporate governance codes as of June 30, 2024, except for the separation of roles between the Chairman and CEO, which is currently held by the same individual[58] - The audit committee is composed entirely of independent non-executive directors, ensuring independence in oversight[61] Employee and Compensation - As of June 30, 2024, the total cost for employee compensation, benefits, and social security was approximately RMB 2.5 million, compared to RMB 1.0 million for the same period in 2023[56] - The group employed 20 full-time employees as of June 30, 2024, an increase from 9 employees a year earlier[56] Future Outlook - The company aims to become the largest provider of digital medical information services in the bone health sector in China[37] - The aging population in China is projected to reach 35% by 2060, indicating significant market potential for osteoporosis treatments[35] Dividends and Shareholder Information - The company did not declare or pay any dividends for the six months ended June 30, 2024, consistent with the previous year[33] - No interim dividend has been recommended for the six months ended June 30, 2024, compared to no dividend in 2023[60] - The company will issue its interim report by September 30, 2024, or earlier, to shareholders[63]

Product Development and Launch - The company has acquired a pain relief medication for orthopedic treatment, expected to launch in 2024[4] - The company is currently representing two osteoporosis treatment medications, with one service contract signed and promotion underway[4] - A new orthopedic health brand will be launched this year to enhance market penetration and brand value[4] - A total of HKD 1,500,000 is allocated for the development of bone health products, with one R&D project requiring HKD 2,900,000 expected to be utilized by the end of 2026[12] Business Expansion - The company has established new subsidiaries in Hainan and Beijing to expand its business operations[8] - The company has established a cross-border health platform with three proprietary products and over ten international brands, currently selling on major e-commerce platforms[18] - The company is focusing on the orthopedic health sector, leveraging national policies to create new value for shareholders[8] Partnerships and Collaborations - The company has partnered with a data-driven AI diagnostic company to promote osteoporosis diagnostic equipment and services in the Asia-Pacific region[10] - The company holds a 25.3% stake in Beijing Kangchen Biotechnology Co., continuing investment in A-share listed enterprises[17] Financial Management - The company plans to utilize HKD 2,000,000 for processing fees related to orthopedic drug production by the end of 2024[12] - On September 21, 2023, the company completed a placement of 263,073,000 new shares at a price of HKD 0.05 per share, raising approximately HKD 12 million after expenses[21] - The board has no intention to change the planned use of the net proceeds from the placement as of the report date[23] - The expected timeline for utilizing the net proceeds is based on the company's best estimates and may change according to market conditions[23] Service Provision and Market Position - The company aims to establish the largest digital medical information service provider in the bone health sector in the country[19] - As of the first half of 2024, the company has already provided services to one enterprise and is gradually expanding its user base[19]

Financial Performance - The overall revenue for the year ended December 31, 2023, was RMB 74 million, compared to no revenue in 2022[10]. - The company recorded a loss of RMB 1.436 billion for the year ended December 31, 2023, compared to a loss of RMB 664 million in the same period of 2022, representing a year-on-year increase of 116.3% in losses[10]. - The net loss from continuing operations for the year ended December 31, 2023, was approximately RMB 335 million, compared to RMB 500 million for the year ended December 31, 2022[10]. - Sales revenue from proprietary drug agency services increased to RMB 74 million, representing 100% of total revenue for the year, compared to zero in the same period of 2022[16]. - The total comprehensive loss attributable to the company's owners from continuing operations was RMB 363 million, compared to RMB 583 million in 2022, with basic and diluted loss per share at RMB 1.69, down from RMB 2.63[19]. - Financing costs decreased by RMB 105 million or 26.8% to RMB 288 million, down from RMB 394 million in 2022, primarily due to restructuring and loan repayments[17]. - Capital expenditures decreased by RMB 23 million to RMB 22 million, compared to RMB 45 million in 2022, mainly for obtaining drug production licenses[20]. - Total debt as of December 31, 2023, was RMB 515.7 million, down from RMB 826.5 million in 2022, with net debt at RMB 514.1 million[25]. - The debt-to-asset ratio increased to 156.7% in 2023 from 82.2% in 2022, indicating a significant change in the company's financial structure[31]. - The company anticipates achieving sales revenue exceeding RMB 300 million in the bone health business over the next three years following its restructuring[14]. Business Restructuring - The company has transitioned from a heavy asset business model to a light asset industry model as part of its restructuring efforts[10]. - The company has completed its business restructuring, separating Suzhou First Pharmaceutical Co., Ltd. from the group[11]. - The company completed the transfer of all equity and related assets of Suzhou First Pharmaceutical to a new independent investor for RMB 1 on April 27, 2023[36]. - On November 19, 2023, the company entered into an agreement to sell 100% equity of several wholly-owned subsidiaries for HKD 1, with the sale completed on December 19, 2023[36]. - The company aims to develop into a comprehensive platform enterprise covering the entire management of orthopedic treatment and expand its market share[131]. Market Potential - The aging population in China is projected to reach 35% by 2060, indicating significant market potential for osteoporosis treatments[13]. - The company has provided services to over 10,000 orthopedic medical institutions, leveraging its extensive experience and channel network[10]. - The company is focusing on integrating artificial intelligence to enhance its orthopedic health services and provide personalized medical solutions[13]. - The company has received certain medical product authorizations aimed at offering a variety of specialized drug combinations in the bone health sector[13]. Legal and Compliance Issues - The company has made provisions for legal claims totaling approximately RMB 66.2 million as of December 31, 2022[42]. - The company has ongoing litigation related to overdue promotional service fees amounting to approximately RMB 68.2 million[40]. - The company has engaged specialized legal advisors to protect its interests in various ongoing legal matters[40]. - The company has not adopted any financial instruments to hedge foreign exchange or interest rate risks[23][24]. - The independent auditor was unable to express an opinion on the consolidated financial statements due to insufficient evidence[132]. Corporate Governance - The board of directors consists of two executive directors, two non-executive directors, and three independent non-executive directors, with independent non-executive directors accounting for over one-third of the board[70]. - The company has adopted a board diversity policy to enhance performance, reflecting its commitment to high standards of corporate governance[78]. - The board has approved the annual budget and monitored its performance under management oversight for the fiscal year ending December 31, 2023[74]. - The company has complied with all applicable corporate governance code provisions during the fiscal year ending December 31, 2023[69]. - The company has established a diversity policy for its board, focusing on gender, age, cultural background, and professional experience[84]. Employee and Labor Practices - As of December 31, 2023, the company had 16 full-time employees, a significant decrease from 130 employees in 2022[47]. - Total costs for employee compensation, benefits, and social security amounted to RMB 3.6 million for the year ended December 31, 2023, down from RMB 25.2 million in 2022[47]. - The group strictly prohibits any form of forced labor and ensures compliance with labor laws to protect employee rights[191]. - The group provides various types of paid leave, including annual leave, marriage leave, maternity leave, and sick leave[191]. - The employee turnover rate for the fiscal year 2023 is 12.5%, down from 45 employees in 2022[197]. Environmental, Social, and Governance (ESG) Initiatives - The group has identified significant environmental, social, and governance (ESG) issues through a materiality assessment, which was reviewed and confirmed by the board and the ESG working group[38]. - The report indicates that the group has not encountered any significant non-compliance with environmental laws and regulations, including the Waste Disposal Ordinance and Air Pollution Control Ordinance in Hong Kong[159]. - The group emphasizes its commitment to reducing carbon emissions and achieving more aggressive decarbonization targets through sustainable internal policies[159]. - The group recognizes the risks and opportunities posed by climate change and incorporates them into its risk management system[180]. - The group has established preventive measures for extreme weather events to ensure employee safety and health[181].

Financial Performance - For the year ending December 31, 2023, the company reported total revenue of RMB 7,366,000, compared to RMB 0 in 2022, indicating a significant increase[4] - The company recorded a loss from continuing operations before tax of RMB 33,369,000, an improvement from a loss of RMB 50,040,000 in the previous year, reflecting a reduction of approximately 33%[4] - The net loss attributable to the company's owners for the year was RMB 143,590,000, compared to RMB 66,405,000 in 2022, representing an increase of 116%[5] - The company reported a total comprehensive loss of RMB 145,009,000 for the year, compared to RMB 30,887,000 in 2022, indicating a significant deterioration in overall financial performance[4] - The company reported a basic and diluted loss per share of RMB 7.26 for the year, compared to RMB 3.49 in 2022, indicating a worsening loss per share[5] - The group reported a net loss from continuing operations of approximately RMB 33,491,000 as of December 31, 2023[22] - The loss attributable to the company's owners from continuing operations for 2023 was RMB 33,491,000, a decrease from RMB 50,040,000 in 2022, representing a 33% improvement[40] - The loss attributable to the company's owners from discontinued operations for 2023 was RMB 110,099,000, significantly higher than RMB 16,365,000 in 2022, indicating a 573% increase[40] - The total loss for the year attributable to the company's owners from both continuing and discontinued operations was RMB 143,590,000, compared to RMB 66,405,000 in 2022, reflecting a 116% increase[40] Assets and Liabilities - The company's total assets decreased to RMB 316,845,000 in 2023 from RMB 932,284,000 in 2022, a decline of approximately 66%[7] - The company's total liabilities also decreased to RMB 665,087,000 in 2023 from RMB 1,169,693,000 in 2022, reflecting a reduction of about 43%[7] - As of December 31, 2023, the group's current liabilities and total liabilities were approximately RMB 652,810,000 and RMB 339,565,000, respectively[22] - The total borrowings of the group amounted to approximately RMB 343,926,000, with RMB 21,171,000, RMB 286,087,000, and RMB 32,920,000 being overdue and requiring repayment within the next twelve months[22] - The company had total bank and other borrowings of RMB 340,708,000 (approximately $34.07 million) in current liabilities as of December 31, 2023, down from RMB 825,045,000 (approximately $82.50 million) in 2022, indicating a significant reduction of 58.7%[60] - The total liabilities related to the bankruptcy restructuring of Suzhou First Pharmaceutical included a principal amount of RMB 160,000,000 (approximately $16.00 million) and associated interest claims[67] Cash Flow and Financing - The company’s cash and bank balances decreased to RMB 12,277,000 in 2023 from RMB 73,434,000 in 2022, a decline of about 83%[7] - The group had cash and bank balances totaling approximately RMB 1,520,000 as of December 31, 2023[22] - The board has taken measures to alleviate cash flow pressure and improve financial conditions, including negotiating with lenders to extend repayment periods for overdue borrowings[24] - The group is actively negotiating with external parties to secure new financing sources or strategic capital[24] - The company is seeking new financing sources or strategic capital investments to improve its liquidity situation[143] Operational Changes and Strategy - The company is primarily engaged in the research, development, production, sales, and distribution of pharmaceutical products in China[8] - The company aims to develop a comprehensive platform for orthopedic management and has obtained several medical products or licenses in the field of bone health[24] - The company plans to continue controlling administrative costs through various channels, including optimizing human resources and managing capital expenditures[24] - The company has transitioned from a heavy asset model to a light asset model, focusing on cost control and improving financial conditions[84] - The company aims to achieve sales revenue exceeding RMB 300 million in the bone health business within three years post-restructuring[89] Shareholder and Governance - The company has not declared or recommended any dividends for the year, consistent with the previous year[77] - The board consists of two executive directors, two non-executive directors, and three independent non-executive directors, with independent non-executive directors making up 43% of the board[129] - The audit committee, consisting of three independent non-executive directors, reviewed the group's audited annual performance for the year ended December 31, 2023[134] - The board did not recommend the payment of a final dividend for the year ended December 31, 2023, compared to no dividend in 2022[131] Bankruptcy and Restructuring - On April 27, 2023, the court accepted the bankruptcy reorganization application of Suzhou First Pharmaceutical, with all equity and related assets transferred to a new independent investor for RMB 1[113] - The company recognized a loss from the bankruptcy restructuring of RMB 170,713,000 (approximately $17.07 million) in the financial statements for the year ended December 31, 2023[65] - The performance of Suzhou First Pharmaceutical contributed significantly to the company's revenue until its operations ceased following the transfer of ownership on August 1, 2023[69] - The company's financial statements for the year ended December 31, 2023, included results from discontinued operations related to Suzhou First Pharmaceutical, which had previously contributed all of the group's revenue in the prior year[70] Audit and Compliance - The independent auditor's report indicated an inability to express an opinion on the consolidated financial statements due to insufficient appropriate audit evidence[136] - The audit committee has reviewed and agreed with the independent auditor's opinion regarding the inability to express an opinion on the financial statements for the year ending December 31, 2023[144] - The board will assess the company's ability to continue as a going concern based on the situation as of December 31, 2024, and will provide sufficient and appropriate audit evidence to the auditors[146] - The auditors have not been able to confirm whether they can express an opinion on the full-year performance for the year ending December 31, 2024, due to the ongoing assessment of the company's going concern[147]

Financial Performance - Total revenue for the first half of 2023 was approximately RMB 826.09 million, a decrease of about RMB 379 million compared to RMB 1,205.01 million in the same period of 2022, representing a decline of 31.4%[13] - Operating profit for the same period was approximately RMB 279 million, an increase of RMB 203 million compared to the operating profit of 2022[7] - Net loss for the first half of 2023 was approximately RMB 56 million, a reduction of RMB 226 million compared to the net loss in the same period of 2022[7] - Gross profit for the first half of 2023 was approximately RMB 523 million, a decrease of about RMB 226 million from RMB 749 million in 2022, while the gross margin increased to 63.3% from 62.1%[17] - The company reported revenue of RMB 82.609 million for the six months ended June 30, 2023, a decrease of 31.5% compared to RMB 120.501 million in the same period of 2022[81] - Gross profit for the same period was RMB 52.303 million, down 30.1% from RMB 74.871 million year-on-year[81] - Operating profit increased significantly to RMB 28.276 million, compared to RMB 7.583 million in the previous year, indicating a strong operational improvement[81] - The company recorded a net loss of RMB 5.612 million for the period, a substantial improvement from a net loss of RMB 28.238 million in the prior year[81] - Total comprehensive loss for the period was RMB 10.137 million, compared to RMB 29.571 million in the same period last year, reflecting a reduction in overall losses[83] Cost Management - Sales cost decreased by approximately RMB 153 million to about RMB 303 million, compared to RMB 456 million in the same period of 2022[16] - Total cost of employee compensation, benefits, and social security for the six months ended June 30, 2023, was approximately RMB 10.2 million, compared to approximately RMB 13.9 million for the same period in 2022[53] - The number of full-time employees as of June 30, 2023, was 124, down from 190 as of June 30, 2022[53] - The company has implemented measures to control administrative costs through human resource optimization and capital expenditure control[101] Debt and Financing - Total debt as of June 30, 2023, was RMB 852.7 million, an increase from RMB 826.5 million as of December 31, 2022[26] - The debt-to-asset ratio improved to 80.8% as of June 30, 2023, down from 82.2% as of December 31, 2022[32] - Net debt amounted to RMB 840.7 million as of June 30, 2023, compared to RMB 820.5 million as of December 31, 2022[26] - The company’s bank borrowings in China were approximately RMB 348.1 million as of June 30, 2023, with a fixed interest rate of 4.5% per annum[29] - Other borrowings totaled approximately RMB 503.1 million as of June 30, 2023, compared to RMB 476.9 million as of December 31, 2022[30] - Financing costs decreased by approximately RMB 1.0 million or 2.8% to about RMB 33.9 million for the six months ended June 30, 2023, compared to RMB 34.9 million for the same period in 2022[18] - The company is actively negotiating with banks and financial institutions to renew and extend loans, as well as to negotiate the repayment terms of overdue borrowings[101] - The company successfully negotiated with lenders to avoid immediate repayment of overdue borrowings and is working on refinancing options[103] Restructuring and Investments - The company invested RMB 227.7 million in Beijing Kangchen Biotechnology Co., acquiring a 25.3% stake, generating annual dividends exceeding RMB 20 million[11] - The company anticipates sales revenue from cross-border health products in orthopedics to reach RMB 20 million to 30 million in 2023[12] - The company aims to achieve over RMB 300 million in sales revenue from its bone health business within three years post-restructuring[12] - The company has established a digital ecosystem for bone health, integrating orthopedic products, cross-border health products, rehabilitation support, and digital medical services[12] - The company is set to receive RMB 355 million from investors for the restructuring of Suzhou First Pharmaceutical, aimed at settling debts and operational expenses[80] - The restructuring plan includes the acquisition of all equity and assets of Suzhou First Pharmaceutical for a nominal price of RMB 1, excluding cash and receivables[80] - The company plans to continue developing existing products and technologies while maintaining employment for current staff at Suzhou First Pharmaceutical[80] Legal and Compliance - The company is actively negotiating with creditors to resolve litigation through settlement agreements[51] - The company has engaged legal advisors to protect its litigation rights regarding loan agreements[46] - The company is involved in ongoing litigation with a total claim amount of approximately RMB 24,467,000 related to overdue promotional service fees[142] - A separate claim against the company amounts to approximately RMB 35,260,000, which was later revised to RMB 33,811,000 following a settlement agreement[143] - The company faces a claim from a bank for approximately RMB 101,000,000 due to non-compliance with loan agreement terms[143] - The company has maintained a legal claim provision of RMB 37,011 thousand since 2022, indicating stability in this area[117] - The company has engaged specialized legal advisors to protect its interests in ongoing litigation matters[143] Share Capital and Options - As of June 30, 2023, a total of 20,200,000 shares under the new share option plan remain unexercised[66] - The remaining term for the share option plan is 1 year[67] - The company adopted a new share option plan on September 22, 2014, granting a total of 47,800,000 options to various individuals at exercise prices of HKD 1.25 and HKD 1.23 per share[65] - The company has no further options granted under the new share option plan as of June 30, 2023, and no shares were cancelled or exercised during the six-month period[65][66] - The average number of ordinary shares issued increased to 2,244,493,000 shares from 1,889,613,000 shares in the previous year[110] - The number of issued shares increased from 1,904,636 thousand shares as of December 31, 2022, to 2,377,822 thousand shares as of June 30, 2023, indicating an increase of approximately 25%[123] Cash Flow and Liquidity - The company’s cash and bank balances increased to RMB 12.058 million as of June 30, 2023, up from RMB 5.931 million at the end of 2022[85] - The company’s cash flow from investing activities for the six months ended June 30, 2023, was a net outflow of RMB 1,920,000, slightly improved from RMB 2,081,000 in the same period of 2022[91] - The company is exploring new financing sources or strategic capital investments to improve its liquidity situation[101] - The company aims to secure new financing sources or strategic capital investments within the next twelve months if necessary[103] Employee and Compensation - The company has not proposed any interim dividend for the six months ended June 30, 2023, compared to no dividend in 2022[58] - The company has not declared or paid dividends for the six months ended June 30, 2023, consistent with 2022[122] - The company reported a basic loss attributable to equity holders of RMB 5,612,000 for the six months ended June 30, 2023, compared to a loss of RMB 28,238,000 in the same period of 2022[110] - The company reported a significant decrease in short-term employee benefits, totaling RMB 1,064,000 compared to RMB 2,540,000 in the same period of 2022[147]

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不 負責，對其準確性或完整性亦不發表任何聲明，並明確表示概不對因本公告全 部或任何部份內容而產生或因依賴該等內容而引致的任何損失承擔任何責任。 （於開曼群島註冊成立之有限公司） （股份代號：1011） 截 至2023年6月30日 止 六 個 月 中 期 業 績 公 告 中國泰凌醫藥集團有限公司（「本公司」或「泰凌醫藥」）董事（「董事」）會（「董事會」） 宣佈本公司及其附屬公司（統稱「本集團」）截至2023年6月30日止六個月（「回顧期 間」）的未經審核簡明綜合中期業績，連同2022年同期的比較數字如下： 未經審核簡明綜合中期損益表 截至2023年6月30日止六個月（以人民幣列示） 截至6月30日止六個月 2023年 2022年 附註 人民幣千元 人民幣千元 （未經審核） （未經審核） 收益 3 82,609 120,501 銷售成本 (30,306) (45,630) ...

Financial Performance - The overall revenue for the year ended December 31, 2022, decreased by RMB 19.6 million, or 8.6%, to RMB 207.1 million, compared to RMB 226.7 million in the same period of 2021[8]. - The pre-tax loss for the year was RMB 54.3 million, while the operating loss for the same period in 2021 was RMB 148.8 million, indicating a significant improvement[8]. - The net loss recorded for the year was RMB 66.4 million, a reduction of 56.1% compared to the net loss of RMB 151.3 million in 2021[8]. - The sales revenue from proprietary products decreased by RMB 19.6 million, or 8.6%, to RMB 207.1 million due to the relocation of the production line for a key product[11]. - The company's revenue from self-produced products decreased by RMB 19.6 million to RMB 207.1 million in 2022, compared to RMB 226.7 million in 2021, with a total revenue contribution of 100%[19]. - The gross profit for the year ended December 31, 2022, decreased by RMB 20.2 million to RMB 125.3 million, with a gross margin of 60.5%, down from 64.2% in 2021[21]. - Financing costs decreased by RMB 17.0 million or 19.2% to RMB 71.7 million in 2022, compared to RMB 88.7 million in 2021[22]. - The net loss attributable to the company's owners for the year ended December 31, 2022, was RMB 66.4 million, an improvement from a loss of RMB 149.5 million in 2021[24]. Restructuring and Business Strategy - The company is undergoing a restructuring process, selling its generic drug factories and land assets to reduce debt and transition to a light-asset operation model[13]. - The company aims to return to a pharmaceutical service supply platform by divesting from its generic drug business[13]. - The company plans to shift its core business focus from pharmaceuticals to "smart family medical services" starting in 2023, leveraging national policies promoting family doctor services[15]. - The company aims to achieve a family doctor service signing rate of 75% by 2035, covering over 1.57 million family doctor teams and more than 1 billion signed residents[15]. - The company is actively reviewing and managing its capital structure to maintain operational sustainability and provide returns to shareholders[26]. - The company is actively negotiating with banks and financial institutions to restructure overdue bank loans and extend repayment periods[55]. - The company plans to accelerate the sale of properties, plants, and equipment to reduce debt, with ongoing negotiations for sale agreements[60]. - The company aims to create an integrated platform for home medicine and health products, with preliminary acquisition intentions for potential medical product companies[60]. Market Position and Partnerships - The pharmaceutical industry in China continues to grow despite economic pressures, driven by increasing market demand and government investment[8]. - The company has established long-term partnerships with multinational pharmaceutical companies, enhancing its market position[13]. - The company has a significant market share of 23.4% in China's Class II vaccine market, covering approximately 79% of disease prevention and control centers[13]. Financial Health and Debt Management - As of December 31, 2022, total debt was RMB 826.5 million, slightly down from RMB 832.1 million in 2021, with net debt at RMB 820.5 million[30]. - Total assets increased to RMB 1,005,718,000 in 2022 from RMB 955,360,000 in 2021, representing a growth of 5.3%[34]. - Total liabilities decreased to RMB 826,454,000 in 2022 from RMB 832,110,000 in 2021, a reduction of 0.7%[34]. - The debt-to-asset ratio improved to 82.2% in 2022 from 87.1% in 2021, indicating a stronger financial position[34]. - The company has outstanding loans totaling approximately RMB 119 million and RMB 160 million, with accrued interest of RMB 7.99 million and RMB 7.43 million respectively, which remain unpaid as of December 31, 2022[48][49]. Corporate Governance - The board consists of 6 members, including 2 executive directors, 1 non-executive director, and 3 independent non-executive directors, ensuring over one-third of the board is independent[76]. - The company has adopted a board diversity policy to enhance performance, focusing on various criteria including gender, age, and professional experience[83]. - The board has committed to maintaining high standards of corporate governance, which is believed to provide a framework for business strategy and risk management[74]. - The company has complied with all applicable corporate governance code provisions for the year ending December 31, 2022, except for the separation of roles between the chairman and CEO[75]. - The board has approved the annual budget and monitored its performance under management oversight for the year ending December 31, 2022[80]. - The company has received annual confirmations of independence from all current independent non-executive directors, affirming their ability to make independent judgments[79]. - The board's responsibilities include achieving company goals, developing strategies, and overseeing business activities and management performance[80]. - The company has a commitment to ensuring that at least one board member has appropriate professional qualifications in accounting or finance[89]. Environmental, Social, and Governance (ESG) Initiatives - The report period for the ESG report covers January 1, 2022, to December 31, 2022, encompassing 100% of the group's total revenue from its Hong Kong headquarters and Jiangsu operations[152]. - The board is responsible for overseeing the group's sustainable development opportunities and risks, ensuring ESG initiatives align with growth strategies[155]. - The ESG governance structure includes a working group that supports the board in monitoring significant ESG-related matters and assessing risks and opportunities[156]. - The company has established a series of environmental goals to align with national carbon neutrality visions and enhance corporate reputation[155]. - The board has reviewed and confirmed the accuracy and completeness of the ESG report, ensuring it objectively describes the management measures and performance on significant issues[155]. - The company has implemented measures to manage packaging materials, ensuring that all materials are stored and handled according to quality control standards[169]. - The company is committed to sustainable operations and adheres to environmental laws and regulations in its operational locations[161]. - The company recognizes the opportunities presented by climate change for future drug development, particularly in response to public health challenges[173]. Employee Management and Workforce - The total cost of employee compensation, benefits, and social security for the year was RMB 25.2 million, down from RMB 32.2 million in 2021, with a reduction in full-time employees from 212 to 130[51]. - As of the end of 2022, the company had a total of 124 employees, with a gender ratio of approximately 1.48:1[195]. - The employee turnover rate for 2022 was 27%, with a total of 45 employees leaving the company, a significant decrease from 103 in 2021[200]. - The company has implemented a clear reward and punishment system to ensure high-performing employees are recognized and rewarded[200]. - The company conducts performance evaluations biannually based on key performance indicators to assess employee capabilities[200]. - The company adheres to relevant employment regulations and provides reasonable compensation to dismissed employees[200]. - The employee distribution by age group shows 84 employees aged 18-30, 64 aged 31-40, 39 aged 41-50, and 25 over 50[196]. - The management structure includes 4 directors, 1 executive, 20 managers, 93 supervisors, and 6 employees[198].

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不 負責，對其準確性或完整性亦不發表任何聲明，並明確表示，概不就因本公告 全部或任何部分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責 任。 （於開曼群島註冊成立之有限公司） （股份代號：1011） 截 至2022年12月31日 止 年 度 經 審 核 全 年 業 績 公 告 全年業績 中國泰凌醫藥集團有限公司（「本公司」）董事（「董事」）會（「董事會」）欣然宣佈本 公司及其附屬公司（統稱「本集團」）截至2022年12月31日止年度的經審核綜合業 績，以及上一年的比較數字，其已根據香港財務報告準則（「香港財務報告準則」） 編製，並經本公司審核委員會審閱如下。 ...