[Financial Summary and Performance Highlights](index=2&type=section&id=Financial%20Summary%20and%20Performance%20Highlights) The company reported significant Q3 2022 revenue and net profit growth, though year-to-date net profit declined sharply due to increased share-based payment expenses [Key Financial Data](index=2&type=section&id=%E4%B8%BB%E8%A6%81%E8%B2%A1%E5%8B%99%E6%95%B8%E6%93%9A) In Q3 2022, the company achieved significant year-on-year growth in operating revenue and net profit, while year-to-date net profit saw a substantial decline, influenced by increased share-based payment expenses | Item | Current Period (Q3 2022) (RMB Yuan) | YoY Change (%) in Current Period | Year-to-Date (First Three Quarters) (RMB Yuan) | YoY Change (%) Year-to-Date | | :--- | :--- | :--- | :--- | :--- | | **Operating Revenue** | 445,006,305 | 48.79% | 716,265,980 | 2.60% | | **Net Profit Attributable to Shareholders of the Listed Company** | 72,798,391 | 37.02% | 36,823,845 | -68.95% | | **Net Profit Attributable to Shareholders of the Listed Company (Excluding Non-Recurring Gains/Losses)** | 67,906,975 | 43.50% | 22,288,451 | -78.12% | | **Basic Earnings Per Share (RMB/share)** | 0.07 | 40.00% | 0.04 | -63.64% | | **Total R&D Investment** | 71,029,256 | 0.37% | 177,874,093 | -0.22% | | **R&D Investment as % of Operating Revenue (%)** | 15.96% | Decreased by 7.70 percentage points | 24.83% | Decreased by 0.71 percentage points | | Item | End of Current Period (RMB Yuan) | End of Previous Year (RMB Yuan) | Change (%) | | :--- | :--- | :--- | :--- | | **Total Assets** | 2,908,473,496 | 2,781,172,268 | 4.58% | | **Total Equity Attributable to Shareholders of the Listed Company** | 2,216,277,478 | 2,192,945,932 | 1.06% | [Non-Recurring Gains and Losses](index=3&type=section&id=%E9%9D%9E%E7%B6%93%E5%B8%B8%E6%80%A7%E6%90%8D%E7%9B%8A%E9%A0%85%E7%9B%AE%E5%92%8C%E9%87%91%E9%A1%8D) In the first three quarters of 2022, the company recorded total non-recurring gains of approximately RMB 14.54 million, primarily from structured deposit interest and government grants | Item | Amount Year-to-Date (RMB Yuan) | Description | | :--- | :--- | :--- | | Fair Value Changes and Investment Income from Financial Assets | 14,026,034 | Primarily interest from the Group's structured deposits | | Government Grants Recognized in Current Profit/Loss | 2,481,052 | / | | Gains/Losses on Disposal of Non-Current Assets | 1,381,059 | / | | Other Non-Operating Income and Expenses | -787,646 | / | | **Total** | **14,535,394** | / | [Analysis of Changes in Key Financial Indicators](index=3&type=section&id=%E4%B8%BB%E8%A6%81%E6%9C%83%E8%A8%88%E8%B3%87%E6%96%99%E3%80%81%E8%B2%A1%E5%8B%99%E6%8C%87%E6%A8%99%E7%99%BC%E7%94%9F%E8%AE%8A%E5%8B%95%E7%9A%84%E6%83%85%E6%B3%81%E3%80%81%E5%8E%9F%E5%9B%A0) Q3 revenue and profit growth were driven by post-epidemic recovery, while year-to-date net profit decline was primarily due to increased share-based payment expenses, and operating cash flow improved from extended payment cycles - Operating revenue and related profit indicators in the current reporting period (Q3) significantly increased year-on-year, primarily due to the recovery of drug production and sales after the Shanghai epidemic was brought under control[5](index=5&type=chunk) - Year-to-date, net profit attributable to parent company decreased by **68.95%** year-on-year, and non-recurring net profit attributable to parent company decreased by **78.12%**, mainly due to share-based payment expenses of **RMB 68.4417 million**, compared to **RMB 23.7992 million** in the same period last year[5](index=5&type=chunk) - Year-to-date, net cash flow from operating activities increased by **33.40%** year-on-year, primarily due to extended payment cycles for accounts payable[5](index=5&type=chunk) [Shareholder Information](index=4&type=section&id=%E8%82%A1%E6%9D%B1%E4%BF%A1%E6%81%AF) As of the reporting period end, the company had 21,351 common shareholders, with the top five shareholders holding over 70% of shares [Shareholder Profile and Top Ten Shareholders](index=4&type=section&id=%E8%82%A1%E6%9D%B1%E6%A6%82%E6%B3%81%E8%88%87%E5%89%8D%E5%8D%81%E5%A4%A7%E8%82%A1%E6%9D%B1) As of the reporting period end, the company had 21,351 common shareholders, with a concentrated equity structure where the top five shareholders collectively held over 70% of shares - As of the end of the current reporting period, the company had a total of **21,351** common shareholders, including **21,211** A-share holders and **140** H-share holders[6](index=6&type=chunk) | Shareholder Name | Shareholding (%) | Number of Shares Held | | :--- | :--- | :--- | | HKSCC NOMINEES LIMITED | 21.79 | 224,234,900 | | Shanghai Pharmaceuticals Holding Co., Ltd. | 20.42 | 210,142,560 | | Xinqi Phase II Venture Capital Enterprise | 15.25 | 156,892,912 | | Yang Zongmeng | 7.77 | 80,000,000 | | Wang Haibo | 5.63 | 57,886,430 | [Consolidated Financial Statements](index=6&type=section&id=Consolidated%20Financial%20Statements) The company's total assets increased by 4.58% to RMB 2.91 billion, while total liabilities rose by 17.59% to RMB 695.64 million, and net profit attributable to parent company declined by 68.95% year-to-date [Consolidated Balance Sheet](index=6&type=section&id=%E5%90%88%E4%BD%B5%E8%B3%87%E7%94%A2%E8%B2%A0%E5%82%B5%E8%A1%A8) As of September 30, 2022, total assets reached RMB 2.91 billion, increasing by 4.58% driven by construction in progress, while total liabilities grew by 17.59% due to higher other payables | Item | September 30, 2022 (RMB Yuan) | December 31, 2021 (RMB Yuan) | Change | | :--- | :--- | :--- | :--- | | **Total Assets** | **2,908,473,496** | **2,781,172,268** | **+4.58%** | | Cash and Cash Equivalents | 1,237,143,906 | 1,208,880,911 | +2.34% | | Construction in Progress | 112,124,690 | 48,899,044 | +129.29% | | **Total Liabilities** | **695,635,874** | **591,582,298** | **+17.59%** | | Other Payables | 577,314,935 | 443,978,184 | +30.03% | | **Total Equity Attributable to Parent Company Owners** | **2,216,277,478** | **2,192,945,932** | **+1.06%** | [Consolidated Income Statement](index=8&type=section&id=%E5%90%88%E4%BD%B5%E5%88%A9%E6%BD%A4%E8%A1%A8) In the first three quarters of 2022, total operating revenue slightly increased by 2.6%, but rising operating costs led to a 73.46% decline in operating profit and a 68.95% drop in net profit attributable to parent company | Item | First Three Quarters of 2022 (RMB Yuan) | First Three Quarters of 2021 (RMB Yuan) | YoY Change | | :--- | :--- | :--- | :--- | | **Total Operating Revenue** | **716,265,980** | **698,113,963** | **+2.60%** | | **Total Operating Costs** | **667,789,596** | **592,930,829** | **+12.62%** | | Of which: Selling Expenses | 383,823,070 | 346,570,728 | +10.75% | | Administrative Expenses | 55,061,168 | 38,043,903 | +44.73% | | R&D Expenses | 171,893,365 | 159,207,486 | +8.00% | | **Operating Profit** | **30,756,721** | **115,898,651** | **-73.46%** | | **Net Profit Attributable to Parent Company Shareholders** | **36,823,845** | **118,614,270** | **-68.95%** | | **Basic and Diluted Earnings Per Share (RMB/share)** | **0.04** | **0.11** | **-63.64%** | [Consolidated Cash Flow Statement](index=9&type=section&id=%E5%90%88%E4%BD%B5%E7%8F%BE%E9%87%91%E6%B5%81%E9%87%8F%E8%A1%A8) In the first three quarters of 2022, net cash flow from operating activities increased by 33.40% to RMB 196.18 million, while net cash outflow from investing activities significantly narrowed | Item | First Three Quarters of 2022 (RMB Yuan) | First Three Quarters of 2021 (RMB Yuan) | YoY Change | | :--- | :--- | :--- | :--- | | **Net Cash Flow from Operating Activities** | **196,182,795** | **147,058,878** | **+33.40%** | | **Net Cash Flow from Investing Activities** | **-79,977,072** | **-535,542,863** | Not Applicable | | **Net Cash Flow from Financing Activities** | **-88,302,716** | **-88,889,372** | Not Applicable | | **Net Increase in Cash and Cash Equivalents** | **28,262,995** | **-477,392,996** | Not Applicable | | **Cash and Cash Equivalents at Period End** | **1,237,143,906** | **919,497,196** | **+34.55%** | [Other Important Information](index=5&type=section&id=Other%20Important%20Information) The company reported no other significant operational information requiring investor attention, and the quarterly report was approved by the Board of Directors on October 27, 2022 [Other Important Reminders](index=5&type=section&id=%E5%85%B6%E4%BB%96%E6%8F%90%E9%86%92%E4%BA%8B%E9%A0%85) The company has no other significant information regarding its operations that requires investor attention during the current reporting period - The company has no other significant information regarding its operations that requires investor attention during the current reporting period[7](index=7&type=chunk) [Board of Directors Information](index=10&type=section&id=%E8%91%A3%E4%BA%8B%E6%9C%83%E4%BF%A1%E6%81%AF) The quarterly report was approved by the Board of Directors on October 27, 2022, with a detailed list of executive, non-executive, and independent non-executive directors - These financial statements were approved for issuance by the Company's Board of Directors on **October 27, 2022**[13](index=13&type=chunk) - Board members include Executive Directors Wang Haibo, Su Yong, Zhao Dajun; Non-Executive Directors Shen Bo, Yu Xiaoyang; and Independent Non-Executive Directors Zhou Zhonghui, Lin Yaojian, Xu Qing, Yang Chunbao[14](index=14&type=chunk)

第四科江 FUDAN-ZHANGJIANG 上 海 復 旦 張 江 生 物 醫 藥 股 份 有 限 公 司 Shanghai Fudan-Zhangjiang Bio-Pharmaceutical Co., Ltd. * (於中華人民共和國註冊成立的股份有限公司) ( 股票號碼：1349) 載 至 二 零 二 二 年 六 月 三 十 日 止 六 個 月 中 期 報 告 * 僅供識別 公司主要財務指標 一、公司主要會計數據和財務指標 （一）五年財務摘要 | --- | --- | --- | --- | --- | --- | |---------------------------------------------|-------------------------------------------|-------------------------|-------------------------|-----------------------------------------------|-----------------------| | | | | | | | | 業績 | | | 未經審核 ...

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。 上 海 復 旦 張 江 生 物 醫 藥 股 份 有 限 公 司 Shanghai Fudan-Zhangjiang Bio-Pharmaceutical Co., Ltd.* 二零二二年第一季度報告 上海復旦張江生物醫藥股份有限公司（「本公司」，聯同其附屬公司，「本集團」）之董 事會（「董事會」）欣然宣佈本公司及其附屬公司截至二零二二年三月三十一日止第一季 度（「本報告期」）期間按照中國企業會計準則編製的未經審計財務資料（「第一季度報 告」）。本公告乃根據香港法例第 571 章證券及期貨條例第 XIVA 部項下內幕消息條文及 香港聯合交易所有限公司證券上市規則第 13.09(2)和第 13.10B 條的要求作出。 1 / 9 主要財務數據 | --- | --- | --- | --- | |-----------------------------------------------|---------- ...

复旦我江 FUDAN-ZHANGJIANG 上 海 復 旦 張 江 生 物 醫 藥 股 份 有 限 公 司 Shanghai Fudan-Zhangjiang Bio-Pharmaceutical Co., Ltd. (於中華人民共和國註冊成立的股份有限公司) (股票號碼：1349) " 僅供歲別 年報 2021 目錄 頁碼 | --- | |--------------------| | | | 公司資料 | | 五年財務摘要 | | 主席報告 | | 管理層的討論及分析 | | 董事會報告 | | 監事會報告 | | 審核委員會報告 | | 薪酬委員會報告 | | 提名委員會報告 | | 戰略委員會報告 | | 獨立非執行董事報告 | | | 2 4 6 20 33 63 66 69 71 73 75 企業管治報告 77 | --- | --- | |-------|----------------------------| | | | | | 董事、監事及高級管理層簡介 | | | 環境、社會及管治報告 | | | 獨立核數師報告 | | | 合併財務報表 | | • | 合併資產負債表 | | • | ...

[Company's Key Financial Indicators](index=2&type=section&id=%E5%85%AC%E5%8F%B8%E4%B8%BB%E8%A6%81%E8%B2%A1%E5%8B%99%E6%8C%87%E6%A8%99) H1 2021 performance significantly recovered, with revenue up **69.36%** and net profit attributable to parent up **125.20%**, driven by post-pandemic market recovery [Key Accounting Data and Financial Indicators](index=2&type=section&id=%E4%B8%80%E3%80%81%E5%85%AC%E5%8F%B8%E4%B8%BB%E8%A6%81%E6%9C%83%E8%A8%88%E6%95%B8%E6%93%9A%E5%92%8C%E8%B2%A1%E5%8B%99%E6%8C%87%E6%A8%99) H1 2021 performance significantly recovered, with revenue up **69.36%** and net profit attributable to parent up **125.20%**, driven by post-pandemic market recovery - During the reporting period, with the domestic epidemic under control, drug circulation and hospital patient visits significantly recovered, leading to improved drug sales and a **69.36%** year-on-year increase in operating revenue, with net profit attributable to shareholders of listed companies increasing by **125.20%**[6](index=6&type=chunk) 2021 H1 Key Accounting Data (RMB Yuan) | Key Accounting Data | This Reporting Period (Jan-Jun 2021) | Prior Year Period | YoY Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 399,037,102 | 235,614,896 | 69.36 | | Net Profit Attributable to Shareholders of Listed Companies | 65,485,448 | 29,078,874 | 125.20 | | Net Profit Attributable to Shareholders of Listed Companies (Excluding Non-recurring Items) | 54,543,664 | 10,530,619 | 417.95 | | Net Cash Flow from Operating Activities | 56,033,635 | 60,819,045 | -7.87 | 2021 H1 Key Financial Indicators | Key Financial Indicators | This Reporting Period (Jan-Jun 2021) | Prior Year Period | Change | | :--- | :--- | :--- | :--- | | Basic Earnings Per Share (RMB/share) | 0.06 | 0.03 | 100.00% | | Weighted Average Return on Net Assets (%) | 3.20 | 3.19 | Increased by 0.01 percentage points | | R&D Investment as % of Operating Revenue (%) | 26.94 | 24.15 | Increased by 2.79 percentage points | - Total non-recurring gains and losses during the reporting period amounted to **RMB 10,941,784**, primarily from interest income of **RMB 11,894,781** from structured deposits[7](index=7&type=chunk) [Management Discussion and Analysis](index=5&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E8%88%87%E5%88%86%E6%9E%90) This section reviews the company's industry, core business, R&D progress, competitive strengths, and operational performance [Industry and Main Business Overview](index=5&type=section&id=%E4%B8%80%E3%80%81%E5%91%8A%E6%9C%9F%E5%85%A7%E5%85%AC%E5%8F%B8%E6%89%80%E5%B1%AC%E8%A1%8C%E6%A5%AD%E5%8F%8A%E4%B8%BB%E7%87%9F%E6%A5%AD%E5%8B%99%E6%83%85%E6%B3%81%E8%AA%AA%E6%98%8E) The company specializes in biopharmaceutical R&D, production, and sales, with core revenue from three key products marketed via distribution - The Group is primarily engaged in the innovative research and development, manufacturing, and marketing of biopharmaceuticals, with main business revenue primarily derived from the sales of pharmaceutical products[9](index=9&type=chunk)[19](index=19&type=chunk) - The Group's main products currently on sale include dermatological products Aila® (aminolevulinic acid hydrochloride for external use) and Fumeida® (haematoporphyrin for injection), and the anti-tumor product Libaoduo® (pegylated liposomal doxorubicin hydrochloride for injection)[16](index=16&type=chunk)[17](index=17&type=chunk)[18](index=18&type=chunk) - The Group adopts a distribution sales model, with photodynamic drugs Aila® and Fumeida® marketed by its own team, while the anti-tumor drug Libaoduo® is marketed through a CSO (Contract Sales Organization)[22](index=22&type=chunk) [Core Technologies and R&D Progress](index=8&type=section&id=%E4%BA%8C%E3%80%81%E6%A0%B8%E5%BF%83%E6%8A%80%E8%A1%93%E8%88%87%E7%A0%94%E7%99%BC%E9%80%B2%E5%B1%95) The company leverages four core technology platforms, investing **RMB 107.50 million** in R&D, with significant progress in ADC and new photodynamic drug indications - The company has formed four core technology platforms: gene engineering, photodynamic, nanotechnology, and oral solid preparation technology platforms, all developed independently[23](index=23&type=chunk) 2021 H1 R&D Investment (RMB Yuan) | Item | Current Period | Prior Period | Change (%) | | :--- | :--- | :--- | :--- | | Total R&D Investment | 107,503,707 | 56,903,236 | 88.92 | | R&D Investment as % of Operating Revenue (%) | 26.94 | 24.15 | Increased by 2.79 percentage points | | Capitalized R&D Investment as % | 8.59 | 4.45 | Increased by 4.14 percentage points | - Significant R&D achievements during the reporting period include: - Parecoxib Sodium for Injection obtained a Drug Registration Certificate[29](index=29&type=chunk) - Obeticholic Acid project received a Drug Clinical Trial Approval Notice[29](index=29&type=chunk) - Anti-Trop2 Antibody-Drug Conjugate (FDA018 for injection) received a Drug Clinical Trial Approval Notice[29](index=29&type=chunk) - The number of R&D personnel increased from **99** people to **127** people, raising their proportion of total company staff from **16.02%** to **18.22%**[35](index=35&type=chunk) [Core Competitiveness Analysis](index=14&type=section&id=%E4%B8%89%E3%80%81%E5%91%8A%E6%9C%9F%E5%85%A7%E6%A0%B8%E5%BF%83%E7%AB%B6%E7%88%AD%E5%8A%9B%E5%88%86%E6%9E%90) The company's strengths lie in R&D innovation, diverse technology platforms, market promotion, quality control, and a robust management team - The company's core competitiveness is based on an R&D orientation that addresses unmet clinical needs, with listed and pipeline projects less affected by policy changes[36](index=36&type=chunk) Core Technology Platforms and Pipeline Project Progress | Technology Platform | Project Name | Proposed Indication | Progress Achieved | | :--- | :--- | :--- | :--- | | Gene Engineering Technology | Anti-CD30 Antibody-Drug Conjugate | Oncology | Phase I Clinical Study | | | Anti-Trop2 Antibody-Drug Conjugate | Oncology | Phase I Clinical Study | | Photodynamic Technology | Haemoporfin | Port-wine Stains | Phase IV Clinical Study/US Registration in progress | | | Aminolevulinic Acid Hydrochloride | HPV-infected Cervical Diseases | Phase II Clinical Study | | | Aminolevulinic Acid Hydrochloride | Acne | Phase II Clinical Study | | Nanotechnology | Doxorubicin Hydrochloride Liposome | Oncology | Domestic Consistency Evaluation and US Registration in progress | | Oral Solid Preparation | JAK1 Inhibitor | Rheumatoid Arthritis | Phase I Clinical Study | | | Obeticholic Acid | Hepatobiliary Diseases | Confirmatory Clinical Study | - The company adheres to academic promotion as its primary marketing strategy and has established an online service system for doctor academic exchange and doctor-patient interaction using new media platforms like WeChat official accounts[39](index=39&type=chunk) [Discussion and Analysis of Operating Performance](index=17&type=section&id=%E5%9B%9B%E3%80%81%E7%B6%93%E7%91%86%E6%83%85%E6%B3%81%E7%9A%84%E8%A8%8E%E8%AB%96%E8%88%87%E5%88%86%E6%9E%90) Operating revenue rebounded to **RMB 399 million**, up **69.36%** YoY, with core products contributing **99.6%** of sales - During the reporting period, the company achieved operating revenue of **RMB 399 million**, a year-on-year increase of **69.36%**[42](index=42&type=chunk) - The three core products, Aila® (for condyloma acuminata), Libaoduo® (for oncology), and Fumeida® (for port-wine stains), contributed **99.6%** to pharmaceutical product sales revenue[42](index=42&type=chunk) [Risk Factors](index=17&type=section&id=%E4%BA%94%E3%80%81%E9%A2%A8%E9%9A%AA%E5%9B%A0%E7%B4%A0) Key risks include long R&D cycles, product concentration, competition, policy changes, and potential loss of core technical personnel - New drug R&D involves long cycles, high costs, and significant uncertainty, and failure to successfully develop or obtain approval for pipeline products would result in losses on prior investments[43](index=43&type=chunk) - The company's product portfolio is relatively concentrated, with Aila®, Libaoduo®, and Fumeida® accounting for a large proportion of total revenue, exposing it to competitive pressures and drug price reduction risks[44](index=44&type=chunk)[45](index=45&type=chunk) - The stability of core technical personnel is crucial for the company, and their loss could adversely affect its core competitiveness and sustained profitability[46](index=46&type=chunk) [Key Operating Performance](index=19&type=section&id=%E5%85%AD%E3%80%81%E5%91%8A%E6%9C%9F%E5%85%A7%E4%B8%BB%E8%A6%81%E7%B6%93%E7%91%86%E6%83%85%E6%B3%81) H1 2021 saw full operational recovery, **69.36%** revenue growth, increased expenses, and significant investment in Shanghai Handu - Looking ahead, the company will continue to focus R&D resources on ADC drugs, photodynamic drugs, small molecule targeted drugs (such as JAK1 inhibitors), and nanomedicines, and plans to venture into neurological slow-release drugs and explore gene therapy[50](index=50&type=chunk)[51](index=51&type=chunk)[52](index=52&type=chunk) Financial Statement Item Variation Analysis (RMB Yuan) | Item | Current Period | Prior Year Period | Change (%) | Main Reason | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 399,037,102 | 235,614,896 | 69.36 | Sales rebound after pandemic control | | Selling Expenses | 184,117,626 | 117,516,961 | 56.67 | Increased with sales growth | | R&D Expenses | 98,267,565 | 54,373,006 | 80.73 | Increased R&D project investment | | Net Cash Flow from Investing Activities | -295,770,820 | -32,205,077 | 818.40 | Payment for capital injection and equity acquisition in Shanghai Handu | | Net Cash Flow from Financing Activities | -38,726,106 | 923,837,507 | -104.19 | Prior period included bank loans and A-share issuance proceeds | - During the reporting period, the company invested **RMB 266 million** to increase capital and acquire a total of **39.5663%** equity in Shanghai Handu, leading to a **428.13%** increase in long-term equity investments[62](index=62&type=chunk)[63](index=63&type=chunk) [Corporate Governance](index=29&type=section&id=%E5%85%AC%E5%8F%B8%E6%B2%BB%E7%90%86) This section details the company's shareholder meetings, equity incentive plans, and overall governance structure [Shareholder Meeting Information](index=29&type=section&id=%E4%B8%80%E3%80%81%E8%82%A1%E6%9D%B1%E5%A4%A7%E6%9C%83%E6%83%85%E6%B3%81%E7%B0%A1%E4%BB%8B) The company held its 2020 AGM and A/H Share Class Meetings, approving the annual report, profit distribution, and H-share repurchase - The company held a general meeting of shareholders on May 27, 2021, approving various proposals including the "Company's 2021 Restricted Share Incentive Plan (Draft)" and a general mandate to the Board of Directors to repurchase H shares[70](index=70&type=chunk)[72](index=72&type=chunk) [Equity Incentive Plan](index=31&type=section&id=%E5%9B%9B%E3%80%81%E5%85%AC%E5%8F%B8%E8%82%A1%E6%AC%8A%E6%BF%80%E5%8B%B5%E8%A8%88%E5%8A%83) The company adopted a 2021 restricted share incentive plan, granting **32.77 million** shares to **258** grantees at **RMB 8.90** per share - The company adopted the 2021 Restricted Share Incentive Plan, proposing to grant **38 million** shares, accounting for approximately **3.64%** of the total share capital[75](index=75&type=chunk) - On July 22, 2021, the company initially granted **32.77 million** restricted shares to **258** grantees at a grant price of **RMB 8.90** per share[75](index=75&type=chunk)[76](index=76&type=chunk) [Environmental and Social Responsibility](index=34&type=section&id=%E7%92%B0%E5%A2%83%E8%88%87%E7%A4%BE%E6%9C%83%E8%B2%AC%E4%BB%BB) The company prioritizes environmental protection through strict waste treatment, energy-saving measures, and social contributions [Environmental Information](index=34&type=section&id=%E4%B8%80%E3%80%81%E7%92%B0%E5%A2%83%E4%BF%A1%E6%81%AF%E6%83%85%E6%B3%81) The company maintains strict environmental management, ensuring compliant waste treatment and promoting energy efficiency, with no reported violations - The company strictly processes wastewater, exhaust gas, and waste generated during production in accordance with national and local standards, and engages qualified entities for regular monitoring, with no related violations reported during the period[79](index=79&type=chunk) - The company formulated the "Energy and Resource Management Procedure" and implemented energy-saving and emission reduction measures through energy performance management and the renovation of water production equipment for waste heat utilization[82](index=82&type=chunk) - During the reporting period, the company donated **RMB 100,000** to the Gongshan Education Foundation in Nanjiang County, Bazhong City, Sichuan Province, to establish scholarships and grants supporting rural education revitalization[83](index=83&type=chunk) [Significant Matters](index=37&type=section&id=%E9%87%8D%E8%A6%81%E4%BA%8B%E9%A0%85) This section covers the fulfillment of commitments made during the A-share IPO and the progress of raised funds utilization [Fulfillment of Commitments](index=37&type=section&id=%E4%B8%80%E3%80%81%E6%89%BF%E8%AB%BE%E4%BA%8B%E9%A0%85%E5%B1%A5%E8%A1%8C%E6%83%85%E6%B3%81) The company and major shareholders strictly fulfilled all A-share IPO commitments, including share lock-up and avoiding competition - Major shareholders including Shanghai Pharma, Xinqi Phase II, Yang Zongmeng, and Chairman Wang Haibo all committed to a **36 months** lock-up period from the date of A-share listing[84](index=84&type=chunk)[85](index=85&type=chunk) - Major shareholders such as Shanghai Pharma committed to avoiding horizontal competition, regulating related-party transactions, and made prudent arrangements for share reductions after the lock-up period expires[89](index=89&type=chunk)[90](index=90&type=chunk)[93](index=93&type=chunk) [Progress of Raised Funds Utilization](index=61&type=section&id=%E5%8D%81%E4%BA%8C%E3%80%81%E5%8B%9F%E9%9B%86%E8%B3%87%E9%87%91%E4%BD%BF%E7%94%A8%E9%80%B2%E5%B1%95%E8%AA%AA%E6%98%8E) As of June 30, 2021, **RMB 393 million** of A-share raised funds were used for key projects, with **RMB 96 million** over-raised funds for working capital Utilization of Raised Funds (As of June 30, 2021, RMB 10,000) | Planned Project | Budgeted Amount | Amount Used | Remaining Amount | | :--- | :--- | :--- | :--- | | Haemoporfin US Registration Project | 23,000.00 | 2,032.02 | 20,967.98 | | Biopharmaceutical Innovation R&D and Sustainable Development Project | 24,000.00 | 9,827.46 | 14,172.54 | | Acquisition of Minority Equity in Taizhou Fudan-Zhangjiang Project | 18,000.00 | 17,839.30 | 160.70 | | Over-raised Funds | – | 9,600.00 | 22,832.39 | | **Total** | **65,000.00** | **39,298.78** | **60,155.90** | [Share Changes and Shareholder Information](index=63&type=section&id=%E8%82%A1%E4%BB%BD%E8%AE%8A%E5%8B%95%E5%8F%8A%E8%82%A1%E6%9D%B1%E6%83%85%E6%B3%81) This section details changes in share capital and provides an overview of the company's shareholder structure [Share Capital Changes](index=63&type=section&id=%E4%B8%80%E3%80%81%E8%82%A1%E6%9C%AC%E8%AE%8A%E5%8B%95%E6%83%85%E6%B3%81) Total share capital remained stable, but **167,577,060** restricted shares became tradable, altering the proportion of restricted vs. unrestricted shares - On June 21, 2021, a portion of the company's initially issued restricted shares, totaling **167,577,060** shares, became tradable after a **12 months** lock-up period[130](index=130&type=chunk) - After the reporting period, the company implemented an H-share repurchase, cumulatively repurchasing **1,469,000** shares, which, if cancelled, would slightly reduce total share capital and positively impact EPS and net assets per share[130](index=130&type=chunk) [Shareholder Information](index=66&type=section&id=%E4%BA%8C%E3%80%81%E8%82%A1%E6%9D%B1%E6%83%85%E6%B3%81) As of the reporting period end, the company had **21,885** shareholders, with HKSCC NOMINEES LIMITED, Shanghai Pharma, and Xinqi Phase II as top holders - As of the end of the reporting period, the company had a total of **21,885** ordinary shareholders, comprising **21,736** A-share holders and **149** H-share holders[132](index=132&type=chunk) Top Five Shareholders' Holdings (As of June 30, 2021) | Shareholder Name | Number of Shares Held at Period End | Proportion (%) | | :--- | :--- | :--- | | HKSCC NOMINEES LIMITED | 241,867,900 | 23.19 | | Shanghai Pharma Group Co., Ltd. | 210,142,560 | 20.15 | | Xinqi Phase II Venture Capital Enterprise | 156,892,912 | 15.04 | | Yang Zongmeng | 80,000,000 | 7.67 | | Wang Haibo | 57,886,430 | 5.55 | [Financial Statements](index=78&type=section&id=%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8) This section presents the company's consolidated balance sheet, income statement, and cash flow statement [Consolidated Balance Sheet](index=78&type=section&id=%E5%90%88%E4%BD%B5%E8%B3%87%E7%94%A2%E8%B2%A0%E5%82%B5%E8%A1%A8) As of June 30, 2021, total assets were **RMB 2.479 billion**, with a slight decrease from year-end, while equity attributable to parent company shareholders increased Consolidated Balance Sheet Key Items (RMB Yuan) | Item | June 30, 2021 | December 31, 2020 | | :--- | :--- | :--- | | Total Assets | 2,479,272,106 | 2,500,701,037 | | Total Liabilities | 453,915,407 | 492,211,194 | | Total Equity Attributable to Parent Company Shareholders | 2,028,213,577 | 2,010,930,752 | [Consolidated Income Statement](index=82&type=section&id=%E5%90%88%E4%BD%B5%E5%88%A9%E6%BD%A4%E8%A1%A8) H1 2021 saw **RMB 399 million** in operating revenue, up **69.36%** YoY, leading to a **125.20%** increase in net profit attributable to parent company shareholders Consolidated Income Statement Key Items (RMB Yuan) | Item | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :--- | :--- | :--- | | Operating Revenue | 399,037,102 | 235,614,896 | | Operating Profit | 68,518,791 | 27,703,448 | | Total Profit | 66,786,868 | 27,996,722 | | Net Profit | 65,069,479 | 29,364,848 | | Net Profit Attributable to Parent Company Shareholders | 65,485,448 | 29,078,874 | [Consolidated Cash Flow Statement](index=85&type=section&id=%E5%90%88%E4%BD%B5%E7%8F%BE%E9%87%91%E6%B5%81%E9%87%8F%E8%A1%A8) H1 2021 operating cash flow was **RMB 56.03 million**, with significant investing cash outflow due to equity investments Consolidated Cash Flow Statement Key Items (RMB Yuan) | Item | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 56,033,635 | 60,819,045 | | Net Cash Flow Used in Investing Activities | (295,770,820) | (32,205,077) | | Net Cash Flow (Used in)/Generated from Financing Activities | (38,726,106) | 923,837,507 | | Net (Decrease)/Increase in Cash | (278,495,510) | 952,502,846 | | Cash Balance at Period End | 1,118,394,682 | 1,529,302,256 |

Financial Performance - Total revenue for the year ended December 31, 2020, was RMB 833.8 million, a decrease of 19% from RMB 1,029.3 million in 2019[4] - Profit before tax for 2020 was RMB 176.7 million, down 28.2% from RMB 246.3 million in 2019[4] - The net profit attributable to shareholders for 2020 was RMB 164.7 million, a decrease of 27.6% compared to RMB 227.4 million in 2019[4] - The company reported a basic and diluted earnings per share of RMB 0.1663 for 2020, down from RMB 0.2463 in 2019[4] - The company's main business revenue for 2020 was approximately RMB 832,467,000, a decrease of 19% compared to RMB 1,028,955,000 in 2019[60] - Sales revenue from medical and diagnostic products was RMB 820,810,000, down 17.68% from RMB 997,065,000 in 2019, with major products contributing 36%, 53%, and 9% to total revenue[61] - The company confirmed technology transfer income of approximately RMB 11,500,000 in 2020, down from RMB 29,900,000 in 2019[62] - The company’s net profit margin for 2020 was 20%, down from 21% in 2019, primarily due to decreased sales revenue and increased R&D expenses[77] - The company achieved a revenue of approximately 834 million RMB in 2020, representing a year-on-year decline of 19%[103] Assets and Liabilities - The company's total assets increased to RMB 2,500.7 million in 2020, up 60% from RMB 1,564.8 million in 2019[6] - The total liabilities for 2020 were RMB 492.2 million, a decrease from RMB 631.7 million in 2019[6] Research and Development - The company emphasizes a long-term value-oriented R&D strategy, focusing on projects that meet clinical needs and demonstrate unique therapeutic effects[9] - The R&D strategy is concentrated on antibody-drug conjugates (ADCs) for tumors, photodynamic drugs for skin diseases and cervical precancerous lesions, and small molecule targeted drugs for autoimmune diseases and tumors[12] - Research and development expenses for the year 2020 amounted to RMB 139,268,000, a 9% increase from RMB 127,822,000 in 2019[68] - Total research and development investment for 2020 was RMB 154,973,000, representing a 19% increase compared to the previous year[71] - The proportion of research and development investment to operating revenue was 18.59% in 2020[71] Product Development and Innovation - The company aims to become an innovator and leader in the biopharmaceutical industry, focusing on addressing clinical treatment gaps[9] - The company is focusing on drug development in oncology, dermatology, and autoimmune diseases, while exploring new research directions in molecular targeting and immunotherapy[102] - The company has developed PEGylated doxorubicin liposome, which shows lower cardiac toxicity and improved tumor targeting compared to traditional formulations[125] - The company is actively involved in the research and development of liposomal formulations, which have shown promising results in reducing side effects associated with traditional chemotherapy[121] - The company has established a nanotechnology platform to develop lipid-based formulations, with its drug 裡葆多® launched in 2009, aiming to enhance industrialization capabilities[142] Market and Sales Strategy - The ongoing COVID-19 pandemic significantly impacted hospital operations and sales strategies, yet the company maintained normal operations[9] - The company is developing a new sales model for Fumida®, integrating direct distribution with hospitals and pharmaceutical companies[45] - The company is exploring new sales models utilizing its WeChat platform for academic promotion and interaction between doctors and patients[46] - The recovery of drug distribution and hospital patient visits has begun as the domestic pandemic is under control, but patient numbers remain significantly below normal levels[103] Corporate Governance and Shareholder Information - The board proposed a final dividend of RMB 0.05 per share for the year ending December 31, 2020, totaling approximately RMB 52,150,000[163] - The company has implemented a stable and proactive profit distribution policy since 2015, ensuring a cash dividend distribution of no less than 10% of the distributable profit each year[160] - The company maintains a diverse shareholder base, including both domestic and foreign investors[196] - The company has purchased liability insurance for directors and senior management to cover their responsibilities and risks associated with daily operations[189] Future Outlook and Strategic Initiatives - The company is positioned for long-term growth driven by factors such as aging population and increasing health awareness, despite short-term challenges from the pandemic[57] - The company plans to enhance gross profit levels while maintaining strict cost control under the current industry structure[65] - The company aims to leverage the advantages of combining vascular inhibitors with PD-1 in ADC drug development for lung and liver cancer treatments[22] - The company plans to utilize the remaining fundraising by December 31, 2023, in accordance with its development strategy[100]

上海復旦張江生物醫藥股份有限公 司 Shanghai Fudan-Zhangjiang Bio-Pharmaceutical Co., Ltd. * (Stock Code: 1349) (a joint stock company incorporated in the People's Republic of China with limited liability) INTERIM REPORT 2020 中期報 告 INTERIM REPORT For the six months ended 30 June 2020 上海復旦張江生物醫藥股份有限公 司 Shanghai Fudan-Zhangjiang Bio-Pharmaceutical Co., Ltd. * （股票號碼：1349） （於中華人民共和國註冊成立的股份有限公司） 中期報 告 截至二零二零年六月三十日止六個 月 * 僅供識別 * For identification purpose only 公司主要財務指標 一、公司主要會計數據和財務指標 （一）五年財務摘要 業績 | --- | --- | --- | --- | --- | - ...

[Company Information](index=3&type=section&id=Company%20Information) The report provides essential company information including board members, auditors, and key financial institutions as of year-end 2019 - The report provides a list of board members, supervisory board members, and committee members as of the end of 2019, along with basic company information such as auditors, legal advisors, main banks, and share registrars[27](index=27&type=chunk)[28](index=28&type=chunk) [Five-Year Financial Summary](index=5&type=section&id=Five-Year%20Financial%20Summary) The company achieved robust growth in 2019, with revenue surpassing RMB 1 billion and net profit attributable to shareholders increasing by 103%, while adopting China Accounting Standards from 2019 and restating 2018 data 2018-2019 Key Performance Indicators (RMB thousand) | Indicator | 2019 | 2018 (Restated) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | 1,029,295 | 741,841 | +38.7% | | Profit before income tax | 246,312 | 93,890 | +162.3% | | Annual profit | 220,654 | 90,913 | +142.7% | | Annual profit attributable to company shareholders | 227,358 | 112,129 | +102.8% | | Basic earnings per share (RMB) | 0.2463 | 0.1215 | +102.7% | 2018-2019 Balance Sheet Summary (RMB thousand) | Indicator | December 31, 2019 | December 31, 2018 (Restated) | | :--- | :--- | :--- | | Total assets | 1,564,824 | 1,469,691 | | Total liabilities | (631,676) | (515,259) | | Equity attributable to company shareholders | 931,525 | 943,218 | - Starting from 2019, the company changed its overseas financial reporting standards from International Financial Reporting Standards to China Accounting Standards, and restated the 2018 consolidated financial statements, with no adjustments made to the 2015-2017 statements[33](index=33&type=chunk) [Chairman's Report](index=7&type=section&id=Chairman's%20Report) [Development Philosophy and Research Strategy](index=7&type=section&id=Development%20Philosophy%20and%20Research%20Strategy) The company prioritizes innovation, focusing on unmet clinical needs through four technology platforms, primarily in oncology, dermatology, and autoimmune diseases, achieving breakthroughs in ADC and advancing existing products - The company established Antibody-Drug Conjugates (ADC) as the primary R&D direction for its gene technology platform and achieved breakthroughs in the DXd ADC project, laying the foundation for subsequent development[38](index=38&type=chunk) - Photodynamic drugs have become the Group's most important product group, and the company plans to pursue international registration for already marketed drugs (e.g., Fumedai®), having initiated preliminary communication with the US FDA[40](index=40&type=chunk)[42](index=42&type=chunk) - The company is pursuing US registration for one of its core products, Lipusu® (Doxorubicin Hydrochloride Liposome), and has initiated domestic generic drug consistency evaluation studies[43](index=43&type=chunk)[44](index=44&type=chunk) As of End of 2019, Progress of Major Pipeline Drugs | Technology Platform | Project Name | Indication | Progress Achieved | | :--- | :--- | :--- | :--- | | Gene Technology | Anti-CD30 Antibody-Drug Conjugate | Oncology | Phase I Clinical Study | | | Anti-Trop2 Antibody-Drug Conjugate | Oncology | Preclinical Study | | | Anti-Her2 Antibody-Drug Conjugate | Oncology | Preclinical Study | | Photodynamic Technology | Hemoporfin | Port-wine Stain | Phase IV Clinical Study, US Registration Preparation | | | Aminolevulinic Acid Hydrochloride | HPV-infected Cervical Diseases | Phase II Clinical Study | | | Aminolevulinic Acid Hydrochloride | Acne | Phase I Clinical Study | | Nanotechnology | Doxorubicin Hydrochloride Liposome | Oncology | US Registration in Progress, Domestic Consistency Evaluation Preparation | | Oral Solid Preparation | Obeticholic Acid | Liver and Gallbladder Diseases | Clinical Consistency Evaluation and Registration | | | JAK1 Inhibitor | Autoimmune Diseases | Preclinical Study Completed, Clinical Trial Application Planned | [Operational Strategy and Business Review](index=13&type=section&id=Operational%20Strategy%20and%20Business%20Review) In 2019, product sales revenue grew by 37%, with core products Aile®, Lipusu®, and Fumedai® contributing 99% of total sales, as the company transformed into an R&D and industrialization-focused enterprise - In 2019, product sales revenue increased by **37%** year-on-year, with the three core products Aile®, Lipusu®, and Fumedai® collectively contributing **99%** of total sales revenue[48](index=48&type=chunk) 2019 Major Product Sales Revenue Growth | Product | 2019 Sales Revenue Year-on-Year Growth | | :--- | :--- | | Aile® | +17% | | Lipusu® | +68% | | Fumedai® | +37% | - The company effectively increased Lipusu®'s terminal sales and market share through cooperation with Shanghai Huizheng[50](index=50&type=chunk) - The company has successfully transformed from a purely R&D-focused entity to one that emphasizes both R&D and industrialization, forming a complete system encompassing R&D, manufacturing, and marketing[56](index=56&type=chunk) - As of the end of 2019, the company had cumulatively applied for **87** invention patents and obtained **48** authorizations, receiving a total of approximately **RMB 11.47 million** in government grants and awards during the year[58](index=58&type=chunk)[59](index=59&type=chunk) [Management Discussion and Analysis](index=18&type=section&id=Management%20Discussion%20and%20Analysis) [Financial Review and Accounting Standard Changes](index=18&type=section&id=Financial%20Review%20and%20Accounting%20Standard%20Changes) To align with A-share issuance, the company changed its overseas financial reporting standards to China Accounting Standards in 2019, restating 2018 data, primarily by amortizing a RMB 50 million compensation, which reduced 2018 restated net profit by RMB 38.85 million - The company changed its overseas financial reporting standards from International Financial Reporting Standards to China Accounting Standards to unify financial information disclosure across both locations[60](index=60&type=chunk) Impact of 2018 Accounting Method Change on Financial Data (RMB thousand) | Item | Before Adjustment | Adjustment Amount | After Adjustment | | :--- | :--- | :--- | :--- | | Annual profit | 129,766 | (38,852) | 90,913 | | Annual profit attributable to company shareholders | 150,982 | (38,852) | 112,129 | | Earnings per share (RMB) | 0.1636 | (0.0421) | 0.1215 | - The core reason for the accounting change was to amortize the **RMB 50 million** commercial compensation paid by Shanghai Huizheng over a 10-year promotion service period, instead of recognizing it as a one-time gain, to align with accounting treatments more commonly accepted by domestic listed companies[64](index=64&type=chunk)[65](index=65&type=chunk) [Operating Performance Analysis](index=21&type=section&id=Operating%20Performance%20Analysis) In 2019, operating revenue grew 39% to RMB 1.029 billion, driven by core products, with improved gross margin and a 143% surge in net profit to RMB 221 million, increasing the net profit margin to 21.44% 2019 Operating Performance Overview (RMB) | Indicator | 2019 | 2018 | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Operating revenue | RMB 1.029 billion | RMB 742 million | +39% | | Operating cost | RMB 73.34 million | RMB 70.79 million | +3.6% | | Selling expenses | RMB 531 million | RMB 400 million | +33% | | Administrative expenses | RMB 54.93 million | RMB 83.57 million | -34% | | R&D expenses | RMB 128 million | RMB 114 million | +12% | | Net profit | RMB 221 million | RMB 90.91 million | +143% | | Net profit margin | 21.44% | 12.26% | +9.18pp | - Core products Aile® and Lipusu® contributed significantly to the Group's revenue, accounting for **45%** and **44%** of total revenue, respectively[67](index=67&type=chunk) - Product sales cost as a percentage of sales revenue decreased from **9%** to **7%**, primarily due to a decrease in Lipusu®'s unit cost, leading to a slight increase in overall gross margin[69](index=69&type=chunk) - Administrative expenses decreased by **34%**, mainly due to Dermedicine no longer being included in the scope of consolidation and the cessation of operations by Shanghai Baosu Pharmaceutical Technology Co, Ltd[70](index=70&type=chunk) [Significant Transactions and Investments](index=24&type=section&id=Significant%20Transactions%20and%20Investments) During the reporting period, the company completed two significant equity transactions: selling a 30.04% stake in Dermedicine and acquiring the remaining 30.23% minority interest in Taizhou Fudan-Zhangjiang - The company sold a **30.04%** equity interest in Dermedicine for **RMB 16.522 million**, reducing its shareholding to **20%** after the transaction, resulting in Dermedicine no longer being a subsidiary of the company[78](index=78&type=chunk) - The company acquired a **30.23%** minority equity interest in Taizhou Fudan-Zhangjiang for **RMB 178 million**, making Taizhou Fudan-Zhangjiang a wholly-owned subsidiary upon completion of the acquisition[79](index=79&type=chunk) [Liquidity and Financial Resources](index=25&type=section&id=Liquidity%20and%20Financial%20Resources) As of year-end 2019, the company maintained a robust financial position with approximately RMB 577 million in cash and cash equivalents, significantly exceeding its RMB 149 million loan balance, rendering the debt-to-equity ratio inapplicable - As of December 31, 2019, the Group's cash and cash equivalents amounted to approximately **RMB 577 million**[81](index=81&type=chunk) - As of December 31, 2019, the Group's outstanding loans totaled **RMB 149 million**, all of which were short-term credit borrowings[80](index=80&type=chunk) - The Group's debt-to-equity ratio is not applicable as its cash and cash equivalents significantly exceed its outstanding borrowings[82](index=82&type=chunk) [Other Matters and Post-Balance Sheet Events](index=26&type=section&id=Other%20Matters%20and%20Post-Balance%20Sheet%20Events) The company continued its A-share STAR Market issuance plan, submitting applications to the SSE; post-balance sheet events include the formal adoption of China Accounting Standards and related article amendments approved in February 2020 - The company plans to issue no more than **120 million** A-shares on the Shanghai Stock Exchange's STAR Market and received the SSE's acceptance notice on May 13, 2019[84](index=84&type=chunk)[85](index=85&type=chunk) - Post-balance sheet events: Approved at the February 2020 shareholders' meeting, the company's overseas financial reporting standards changed from International Financial Reporting Standards to China Accounting Standards, and the company's articles of association were revised accordingly[86](index=86&type=chunk)[87](index=87&type=chunk) [Board of Directors' Report](index=29&type=section&id=Board%20of%20Directors'%20Report) [Business Review and Risk Factors](index=29&type=section&id=Business%20Review%20and%20Risk%20Factors) The company primarily engages in innovative drug R&D and industrialization across four platforms, facing key risks including R&D uncertainty, market promotion challenges, drug price reduction, and evolving regulatory policies - The company primarily engages in innovative drug R&D and industrialization, with core products being Aile® and Fumedai® from the photodynamic platform, and Lipusu® from the nanotechnology platform[89](index=89&type=chunk) - Key risks include: R&D risks for innovative drugs (high investment, long cycle, high uncertainty), market launch risks for new drugs (uncertain market cultivation time), and drug price reduction risks[92](index=92&type=chunk) - Changes in industry regulatory policies are a major uncertainty, and the company will actively adapt to new policies to mitigate their impact[93](index=93&type=chunk) 2019 Major Customer and Supplier Concentration | Category | Percentage of Total | | :--- | :--- | | Largest customer | 11.00% | | Top five customers combined | 37.05% | | Largest supplier | 12.07% | | Top five suppliers combined | 38.40% | [Performance and Dividend Policy](index=31&type=section&id=Performance%20and%20Dividend%20Policy) The company implements a stable and proactive profit distribution policy, prioritizing cash dividends of no less than 10% of distributable profit; the Board recommends a final dividend of RMB 0.07 per share for 2019, totaling approximately RMB 64.61 million - The company prioritizes cash dividends, with an annual cash dividend ratio of no less than **10%** of the distributable profit for the year[95](index=95&type=chunk) - The Board recommends a final dividend of **RMB 0.07** per share (tax inclusive) for 2019, totaling approximately **RMB 64.61 million**[96](index=96&type=chunk) [Connected Transactions](index=39&type=section&id=Connected%20Transactions) During the reporting period, the company engaged in multiple ongoing and one-off connected transactions, primarily with major shareholder Shanghai Pharma, all within annual caps, and completed the acquisition of Taizhou Fudan-Zhangjiang's minority stake, with all transactions deemed fair - Ongoing connected transactions with Shanghai Pharma: In 2019, product sales to Shanghai Pharma totaled **RMB 78.235 million**, not exceeding the annual cap of **RMB 81 million**[113](index=113&type=chunk) - Ongoing connected transactions with Shanghai Jiaolian: In 2019, received **RMB 6.372 million** in cooperative research fees, not exceeding the annual cap of **RMB 7 million**[114](index=114&type=chunk) - One-off connected transaction: Completed the acquisition of a **30.23%** equity interest in Taizhou Fudan-Zhangjiang for a total consideration of **RMB 178 million**, making it a wholly-owned subsidiary[118](index=118&type=chunk) - One-off connected transaction: Approved the participation of several connected persons, including Mr. Wang Haibo, in the future A-share issuance strategic placement plan[119](index=119&type=chunk)[120](index=120&type=chunk) [Committee Reports](index=47&type=section&id=Committee%20Reports) [Supervisory Committee Report](index=47&type=section&id=Supervisory%20Committee%20Report) The Supervisory Committee oversaw the company's 2019 operations, confirming compliance by directors and management, finding no violations, and affirming the accuracy of financial statements and the validity of Board resolutions - The Supervisory Committee found no violations of national laws, regulations, and the Company's Articles of Association by directors and managers during 2019[128](index=128&type=chunk) - The Supervisory Committee believes the audit report is true and objective, and the financial statements accurately reflect the Group's financial position[128](index=128&type=chunk) [Audit Committee Report](index=48&type=section&id=Audit%20Committee%20Report) The Audit Committee oversaw financial reporting, risk management, and internal controls, reviewing financial statements and connected transactions, and approved changes in overseas auditors and the adoption of China Accounting Standards, recommending Board approval for the 2019 financial statements - The Audit Committee held four meetings in 2019, reviewing financial reports, connected transactions, internal control procedures, and auditor arrangements[130](index=130&type=chunk)[131](index=131&type=chunk) - The Committee reviewed and approved the company's arrangements for changing overseas auditors and adopting China Accounting Standards as the basis for overseas financial reporting[132](index=132&type=chunk) [Remuneration Committee Report](index=50&type=section&id=Remuneration%20Committee%20Report) The Remuneration Committee, composed of three independent non-executive directors, formulates and reviews remuneration policies for directors, supervisors, and senior management, reviewing 2018 and formulating 2019 plans - The Remuneration Committee is responsible for making recommendations to the Board on the overall remuneration policy and structure for the company's directors, supervisors, and senior management[133](index=133&type=chunk) - In 2019, the Remuneration Committee held one meeting, primarily to review the 2018 remuneration plan and formulate the 2019 remuneration plan[134](index=134&type=chunk) [Nomination Committee Report](index=52&type=section&id=Nomination%20Committee%20Report) The Nomination Committee reviews Board structure, assesses independent non-executive directors' independence, and recommends director appointments and succession plans, evaluating independence and monitoring diversity policy implementation in 2019 - The Nomination Committee is responsible for reviewing the Board's structure, size, and composition, and for making recommendations to the Board regarding director appointments or re-appointments[136](index=136&type=chunk) - In 2019, the Nomination Committee held one meeting, primarily to evaluate the independence of independent non-executive directors and monitor the implementation of the Board diversity policy[136](index=136&type=chunk) [Corporate Governance Report](index=53&type=section&id=Corporate%20Governance%20Report) [Board and Management](index=54&type=section&id=Board%20and%20Management) The company's Board comprises nine members, including three executive, two non-executive, and four independent non-executive directors; the Chairman and General Manager roles are combined, and all directors achieved 100% attendance at the six Board meetings in 2019 - The Board consists of **9** directors, including **3** executive directors, **2** non-executive directors, and **4** independent non-executive directors[141](index=141&type=chunk)[142](index=142&type=chunk) - The company deviates from the Corporate Governance Code as the Chairman and General Manager roles are still held by the same person, an arrangement the Board believes is more beneficial for the company's development at the current stage[140](index=140&type=chunk)[148](index=148&type=chunk) - In 2019, the Board held a total of **6** meetings, with all directors achieving **100%** attendance (in person or via communication)[151](index=151&type=chunk)[152](index=152&type=chunk) [Risk Management and Internal Control](index=64&type=section&id=Risk%20Management%20and%20Internal%20Control) The Board holds ultimate responsibility for the group's risk management and internal control systems, which were reviewed and deemed effective and adequate in 2019, with quarterly reporting by the Internal Audit and Control Department - The Board is responsible for assessing and determining the level of risk the Group is willing to accept in achieving its strategic objectives, and for ensuring the establishment and maintenance of effective risk management and internal control systems[164](index=164&type=chunk) - The company established an Internal Audit and Control Department, which reports key risk identifications and response measures to the Audit Committee quarterly, and the Board deemed the system effective and adequate in 2019[164](index=164&type=chunk) [Shareholder Rights and Investor Relations](index=71&type=section&id=Shareholder%20Rights%20and%20Investor%20Relations) The report outlines shareholders' rights and procedures for convening extraordinary general meetings; in 2019, the company held one annual general meeting, two extraordinary general meetings, and related class meetings, with all directors attending all five shareholder meetings - Shareholders holding **10%** or more of the voting shares in aggregate may request the Board to convene an extraordinary general meeting[181](index=181&type=chunk) - In 2019, a total of **1** annual general meeting, **2** extraordinary general meetings, and related class meetings were held, with all directors achieving **100%** attendance[185](index=185&type=chunk)[186](index=186&type=chunk)[189](index=189&type=chunk) [Environmental, Social and Governance Report](index=79&type=section&id=Environmental%2C%20Social%20and%20Governance%20Report) [ESG Governance and Operations](index=80&type=section&id=ESG%20Governance%20and%20Operations) The company established a three-tier ESG governance structure, adheres to GMP for quality control, innovates through its four technology platforms, complies with anti-corruption laws, and actively fulfills social responsibilities - A three-tier ESG management system, comprising the Board, management, and ESG working group, has been established, with the Board serving as the highest decision-making body[197](index=197&type=chunk) - The company has established a complete quality management system in accordance with GMP standards, covering the entire process from supplier audits, material release, and production to product recalls[208](index=208&type=chunk)[209](index=209&type=chunk) - The company strictly adheres to anti-corruption laws, provides compliance training to employees, and includes anti-commercial bribery clauses in agreements with distributors and suppliers[203](index=203&type=chunk)[205](index=205&type=chunk) [Employees and Environment](index=88&type=section&id=Employees%20and%20Environment) The company promotes a people-oriented culture, ensuring occupational health and safety with no work-related fatalities, and prohibits child and forced labor; environmentally, it complies with regulations, reduces pollution at source, and treats waste, with stable greenhouse gas emissions but decreased intensity - During the reporting period, no violations related to occupational health and safety occurred, nor were there any work-related injuries or fatalities among employees[222](index=222&type=chunk) - The company strictly adheres to labor standards, prohibits child or forced labor, and verifies compliance through measures such as ID checks upon employment[237](index=237&type=chunk) 2018-2019 Greenhouse Gas Emissions | Greenhouse Gas Indicator | 2019 | 2018 | | :--- | :--- | :--- | | Total emissions (tonnes of CO2 equivalent) | 8,437.77 | 8,426.80 | | Emission intensity (tonnes per million RMB sales revenue) | 8.20 | 11.36 | 2018-2019 Energy and Water Consumption | Resource Consumption Indicator | 2019 | 2018 | | :--- | :--- | :--- | | Total energy consumption (MWh) | 14,941.18 | 14,883.00 | | Energy consumption intensity (MWh per million RMB sales revenue) | 14.52 | 20.06 | | Total water consumption (tonnes) | 94,727.00 | 82,137.00 | | Water consumption intensity (tonnes per million RMB sales revenue) | 92.03 | 110.72 | [Biographies of Directors, Supervisors and Senior Management](index=99&type=section&id=Biographies%20of%20Directors%2C%20Supervisors%20and%20Senior%20Management) This section provides detailed personal biographies of the company's executive, non-executive, and independent non-executive directors, supervisors, and senior management, including their professional backgrounds - Mr. Wang Haibo, 59, is the company's founder, executive director, chairman of the Board, and general manager[253](index=253&type=chunk) - Ms. Xue Yan, 38, serves as the company secretary, chief financial officer, and authorized representative[262](index=262&type=chunk) [Independent Auditor's Report](index=104&type=section&id=Independent%20Auditor's%20Report) PwC Zhongtian Certified Public Accountants issued an unqualified audit opinion on the company's 2019 financial statements, deeming them to fairly reflect the financial position and operating results; the key audit matter, 'capitalization of development expenditures,' was found to be sufficiently supported - The auditor believes that the financial statements have been prepared in all material respects in accordance with the provisions of the Accounting Standards for Business Enterprises, and fairly reflect the company's financial position as of December 31, 2019, and its operating results and cash flows for the year ended 2019[265](index=265&type=chunk) - The key audit matter identified in the audit was "capitalization of development expenditures"; the auditor concluded that management's judgment was supported by examining government approval documents, evaluating technical feasibility judgments, and the reasonableness of future economic benefit assumptions[266](index=266&type=chunk)[267](index=267&type=chunk) [Financial Statements and Notes](index=109&type=section&id=Financial%20Statements%20and%20Notes) This section provides detailed consolidated and company-level financial statements and notes, explaining accounting policies, estimates, and item breakdowns; key data shows total assets grew to RMB 1.565 billion and net cash flow from operating activities was RMB 269 million [Summary of Consolidated Financial Statements](index=109&type=section&id=Summary%20of%20Consolidated%20Financial%20Statements) As of year-end 2019, the company's total assets were RMB 1.565 billion, total liabilities RMB 632 million, and equity attributable to parent company shareholders RMB 932 million, with full-year operating revenue of RMB 1.029 billion and net profit of RMB 221 million Consolidated Balance Sheet Summary (December 31, 2019) | Item | Amount (RMB) | | :--- | :--- | | Total current assets | 1,138,239,344 | | Total non-current assets | 426,585,209 | | **Total Assets** | **1,564,824,553** | | Total current liabilities | 571,349,539 | | Total non-current liabilities | 60,326,900 | | **Total Liabilities** | **631,676,439** | | Total equity attributable to company shareholders | 931,525,379 | | **Total Shareholders' Equity** | **933,148,114** | Consolidated Income Statement Summary (2019) | Item | Amount (RMB) | | :--- | :--- | | Operating revenue | 1,029,294,769 | | Operating profit | 247,481,515 | | Total profit | 246,311,582 | | **Net Profit** | **220,654,095** | | Net profit attributable to company shareholders | 227,357,983 | Consolidated Cash Flow Statement Summary (2019) | Item | Amount (RMB) | | :--- | :--- | | Net cash flow from operating activities | 269,232,612 | | Net cash flow used in investing activities | (21,141,701) | | Net cash flow used in financing activities | (259,569,098) | | **Net decrease in cash** | **(11,422,006)** | | Cash balance at year-end | 576,799,410 | [Summary of Notes to Financial Statements](index=122&type=section&id=Summary%20of%20Notes%20to%20Financial%20Statements) The notes detail changes in accounting policies, particularly the impact of new lease standards, and revenue recognition; related party transactions primarily involve sales and R&D with Shanghai Pharma Group; capital expenditure commitments totaled approximately RMB 1.26 million at year-end, with no significant contingent liabilities or major adverse post-balance sheet impacts from COVID-19 - The company first adopted the new lease standards on January 1, 2019, adjusting the opening balance sheet by recognizing right-of-use assets of **RMB 37.52 million** and lease liabilities of **RMB 39.87 million**[377](index=377&type=chunk)[378](index=378&type=chunk)[379](index=379&type=chunk) - In 2019, the company engaged in sales transactions with related parties, Shanghai Pharma Group and its subsidiaries, totaling approximately **RMB 61.49 million**[517](index=517&type=chunk) - As of the end of 2019, the company's contracted but unlisted capital expenditure commitments (primarily for property, plant, and equipment) amounted to **RMB 1,260,346**[534](index=534&type=chunk) - Post-balance sheet events mention that the COVID-19 pandemic, which erupted in January 2020, is expected to have a temporary impact on the Group's production and operations, but no significant adverse effects have been identified as of the report date[535](index=535&type=chunk)

上海復旦張江生物醫藥股份有限公司 Shanghai Fudan-Zhangjiang Bio-Pharmaceutical Co., Ltd. * (Stock Code: 1349) (a joint stock company incorporated in the People's Republic of China with limited liability) INTERIM REPORT 2019 中期報告 INTERIM REPORT For the six months ended 30 June 2019 上海復旦張江生物醫藥股份有限公司 Shanghai Fudan-Zhangjiang Bio-Pharmaceutical Co., Ltd. * （股票號碼：1349） （於中華人民共和國註冊成立的股份有限公司） 截至二零一九年六月三十日止六個月 中期報告 * 僅供識別 * For identification purpose only 五年財務摘要 業績 未經醫核 | --- | --- | --- | --- | --- | --- | |---------------------- ...

* (a joint stock company incorporated in the People's Republic of China with limited liability) (Stock code: 1349) Annual Report Annual Report 2018 年報 For identification purpose only * (於中華人民共和國註冊成立的股份有限公司) (股票號碼：1349) 2018 2018 年 報 * * * 僅供識別 目 錄 | --- | --- | --- | --- | --- | --- | --- | --- | |-------|----------------------------|-------|-------|-------|-------|-------|-------| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 公司資料 公 | | | | | | 2 | | | 五年財務摘要 | | | | | | 4 | | | 主席報告 | | | | | ...