证券代码：600085 证券简称：同仁堂 公告编号：2025-022 北京同仁堂股份有限公司 2025年第二次临时股东会决议公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重大遗 漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： 2. 公司董事会秘书出席本次会议；部分高级管理人员列席本次会议。 二、 议案审议情况 本次会议是否有否决议案：无 一、 会议召开和出席情况 (一) 股东会召开的时间：2025 年 7 月 14 日 (二) 股东会召开的地点：北京市东城区崇外大街 42 号同仁堂大厦 5 层会议室 (三) 出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： (四) 表决方式是否符合《公司法》及《公司章程》的规定，股东会主持情况等。 本次股东会由公司董事会召集，董事长邸淑兵先生主持。会议采用现场投票和网 络投票相结合的表决方式进行表决。会议的召集、召开和表决符合相关法律、法规及 《北京同仁堂股份有限公司章程》的规定。 (五) 公司董事和董事会秘书的出席情况 | 1. | 出席会议的股东和代理人人数 | 1,201 | | --- | --- | ...

北 京 大 成 律 师 事 务 所 关 于 北 京 同 仁 堂 股 份 有 限 公 司 2 025 年 第 二 次 临 时 股 东 会 的 法 律 意 见 书 大成证字[2025]第 164 号 北 京 大 成 律 师 事 务 所 www.dentons.cn 北京市朝阳区朝阳区朝阳门南大街 10 号兆泰国际中心 B 座 16-21 层（100020） ZT International Center, No.10, Chaoyangmen Nandajie, Dongdaqiao Road Chaoyang District, 100020, Beijing, China Tel:+8610-58137799 Fax:+8610-58137788 本法律意见书仅供见证公司本次股东会相关事项的合法性之目的使用，不得 用作任何其他目的。 北京大成律师事务所 关于北京同仁堂股份有限公司 2025 年第二次临时股东会的法律意见书 致：北京同仁堂股份有限公司 根据《中华人民共和国证券法》（以下简称"《证券法》"）、《中华人民共 和国公司法》（以下简称"《公司法》"）和中国证券监督管理委员会《上市公司 股东会规则》（以下 ...

Group 1 - The core viewpoint of the articles highlights the performance of the CSI 300 Pharmaceutical Index, which closed at 11,931.35 points, showing a decline of 1.18% over the past month, an increase of 7.25% over the past three months, and a year-to-date increase of 9.53% [1][2] - The CSI 300 Pharmaceutical Index is composed of listed companies in the pharmaceutical sector selected from the CSI 300 Index, reflecting the overall performance of these companies [1] - The top ten weighted companies in the CSI 300 Pharmaceutical Index include: Heng Rui Medicine (43.14%), Pian Zai Huang (10.14%), Yunnan Baiyao (8.49%), Kelun Pharmaceutical (6.31%), East China Pharmaceutical (5.98%), New Harmony (5.69%), Fosun Pharmaceutical (5.53%), Tong Ren Tang (4.16%), Bai Li Tian Heng (3.83%), and China Resources Sanjiu (3.54%) [1] Group 2 - The market share of the CSI 300 Pharmaceutical Index is dominated by the Shanghai Stock Exchange at 69.99%, while the Shenzhen Stock Exchange accounts for 30.01% [2] - In terms of industry composition, the index is primarily made up of drug formulations at 64.78%, traditional Chinese medicine at 29.52%, and raw materials at 5.69% [2] - The index samples are adjusted semi-annually, with adjustments occurring on the next trading day after the second Friday of June and December each year, and weights are fixed until the next scheduled adjustment [2]

Core Insights - The demand for summer heat-relief products has surged since July, with companies like Beijing Tongrentang Technology Development Co., Ltd. ramping up production of traditional remedies such as Ren Dan and Huo Xiang Zheng Qi Shui to meet market needs [1][3] Group 1: Product Development and Production - The company has adjusted its production capacity and efficiency to ensure timely supply of summer health products, including increasing staffing for summer medication production [1] - Modern and intelligent equipment has been integrated into the production process, such as the introduction of centrifugal coating granulators for standardized management of production processes [3] - Six types of summer health products, including Ren Dan and Huo Xiang Zheng Qi Shui, have been fully distributed to pharmacies nationwide, ensuring consumer safety and health during the summer [3] Group 2: Product Features and Benefits - Ren Dan is designed to alleviate discomfort caused by high temperatures, utilizing ingredients like menthol and borneol to provide a cooling effect [7] - Huo Xiang Zheng Qi Shui addresses issues related to heat and humidity, using a classic formula that includes Huo Xiang as the main ingredient to relieve symptoms like headaches and gastrointestinal discomfort [5] - Sheng Mai Yin serves as an energy supplement for those who sweat excessively in summer, featuring ingredients like red ginseng and wheat to nourish and hydrate [9]

Core Viewpoint - Tongrentang Medical and Health Investment Co., Ltd. is seeking to go public, which would make it the fourth listed company under the Tongrentang Group, following Tongrentang (600085.SH), Tongrentang Technology (01666.HK), and Tongrentang Guoyao (03613.HK) [1] Group 1: Company Overview - Tongrentang Medical was established in 2015 as an investment platform fully owned by Tongrentang. It rebranded in 2019 and began integrating modernized TCM medical services [3] - The company operates three main business segments: providing TCM medical services through its own institutions, offering standardized management services to non-profit medical institutions, and selling health products through retail and wholesale [3] - Medical services are the primary revenue source, contributing RMB 815 million, RMB 995 million, and RMB 988 million in 2022, 2023, and 2024, respectively, accounting for 89.4%, 86.3%, and 84.0% of total revenue [4][3] Group 2: Financial Performance - Revenue for Tongrentang Medical from 2022 to 2024 was RMB 911 million, RMB 1.153 billion, and RMB 1.175 billion, with net profits of -RMB 9.23 million, RMB 42.63 million, and RMB 46.2 million during the same period [5][6] - The company has relied on external acquisitions for growth, with significant contributions from acquired institutions, particularly Sanxi Hall, which generated RMB 350 million, RMB 508 million, and RMB 598 million from 2022 to 2024 [8][9] - The goodwill of the company has increased significantly due to acquisitions, reaching RMB 263 million in 2024, which is 37% of net assets, exceeding the generally accepted safety threshold of 30% [11][9] Group 3: Dependency and Risks - The company has a high dependency on its parent company, Tongrentang, for revenue, with the Beijing Tongrentang TCM Hospital contributing over 30% of total revenue from 2022 to 2024 [13] - The trademark usage agreement with Tongrentang is set to expire in April 2026, creating uncertainty regarding the company's core brand identity [16] - The company has a high debt ratio, maintaining around 40% from 2022 to 2024, which raises concerns about financial stability [18] Group 4: Cash Flow and Future Plans - Operating cash flow from 2022 to 2024 was RMB 24.4 million, RMB 88.5 million, and RMB 87.8 million, with year-end cash and cash equivalents of RMB 326 million, RMB 293 million, and RMB 296 million [20][21] - The company plans to use part of the IPO proceeds to repay bank loans incurred from previous acquisitions, indicating a need for additional capital to support future growth [21]

Group 1 - The core viewpoint of the articles highlights the performance of the CSI 300 Pharmaceutical Index, which closed at 11609.22 points, showing a decline of 2.48% over the past month, an increase of 5.29% over the past three months, and a year-to-date increase of 6.57% [1] - The CSI 300 Pharmaceutical Index is composed of listed companies in the pharmaceutical sector selected from the CSI 300 Index, reflecting the overall performance of these companies [1] - The index was established on December 31, 2004, with a base point of 1000.0 [1] Group 2 - The top ten weighted companies in the CSI 300 Pharmaceutical Index include: Heng Rui Medicine (41.61%), Pian Zai Huang (10.46%), Yunnan Baiyao (8.71%), Kelun Pharmaceutical (6.52%), East China Pharmaceutical (6.0%), New Harmony (5.88%), Fosun Pharmaceutical (5.59%), Tong Ren Tang (4.26%), Bai Li Tian Heng (4.09%), and China Resources Sanjiu (3.63%) [1] - The market segment distribution of the CSI 300 Pharmaceutical Index shows that the Shanghai Stock Exchange accounts for 69.26% and the Shenzhen Stock Exchange accounts for 30.74% [2] - In terms of industry composition, the index sample consists of 63.81% drug formulations, 30.31% traditional Chinese medicine, and 5.88% raw materials [2] Group 3 - The index sample is adjusted every six months, with adjustments implemented on the next trading day after the second Friday of June and December each year [2] - Weight factors are adjusted in accordance with the regular sample adjustments, which occur at the same time [2] - In special circumstances, the index may undergo temporary adjustments, such as when a sample company is delisted or undergoes mergers, acquisitions, or splits [2]

Group 1 - Tong Ren Tang's Executive Vice President Zhang Chunyou submitted a resignation letter, effective July 8, 2025, due to work adjustments, while remaining as General Manager of Tong Ren Tang Technology [1] - The company stated that Zhang Chunyou's departure will not adversely affect daily operations, indicating limited market impact from this internal personnel adjustment [1] Group 2 - Basestone Pharmaceuticals announced an exclusive strategic partnership with Istituto Gentili for the commercialization of Sugliant in Western Europe and the UK, granting Gentili exclusive rights in 23 countries [2] - Basestone will receive up to $192.5 million in payments, including upfront, registration, and sales milestone payments, along with nearly 50% revenue sharing from net sales in the authorized region [2] - This collaboration enhances Basestone's international market recognition and strengthens investor confidence in future growth [2] Group 3 - Fosun Pharma announced guarantees for its subsidiaries, providing a maximum joint liability guarantee for a financing application not exceeding 500 million yuan with Bank of China [3] - Additionally, a guarantee was provided for a financing contract not exceeding 150 million yuan with China Construction Bank for its subsidiary Hanlin Pharmaceutical [3] - This move supports subsidiaries in obtaining funds for business expansion or R&D, although it introduces certain financial risks [3] Group 4 - Run Da Medical responded to the Shanghai Stock Exchange's inquiry regarding its 2024 annual report, addressing issues related to operating performance, goodwill, short-term solvency, and prepayments [4] - The response aims to alleviate market concerns and stabilize investor confidence, although ongoing monitoring of the company's performance improvement measures is necessary [4] Group 5 - Yuan Da Pharmaceutical announced that its joint venture Sirtex Medical Pty Ltd received FDA approval for SIR-Spheres Yttrium-90 microspheres for treating unresectable hepatocellular carcinoma (HCC) [5] - This product is the first and only FDA-approved selective internal radiation therapy for both unresectable HCC and colorectal cancer liver metastases [5] - This breakthrough enhances Yuan Da's market position in oncology and boosts investor confidence in future growth [5]

Group 1 - The company announced the resignation of Zhang Chunyou, the Executive Vice President, who submitted his resignation letter recently [2] - Zhang Chunyou's resignation will not adversely affect the company's daily operations, as he has completed the necessary handover work [3] - The company expressed gratitude for Zhang Chunyou's contributions to its high-quality development during his tenure [3] Group 2 - Zhang Chunyou's resignation is effective immediately upon delivery to the board of directors [3] - He is expected to take on a new role as a director at Beijing Tongrentang Technology Development Co., Ltd., a subsidiary of the company, pending approval from the shareholders' meeting [2]

证券代码：600085 证券简称：同仁堂 公告编号：2025-021 北京同仁堂股份有限公司 关于高级管理人员辞任的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重大遗 漏，并对其内容的真实性、准确性和完整性承担法律责任。 | | | | | | | 是否继 | | 是否存 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | 离任 | 离任时 | 原定任 | 离任 | 续在公 | | 在未履 | | 姓 | 名 | 职务 | 间 | 期到期 | 原因 | 司及控 | 具体职务 | 行完毕 | | | | | | 日 | | 股子公 | | 的公开 | | | | | | | | 司任职 | | 承诺 | | 张春友 | | 常务 副总 | 2025/7/ | 2027/6/ | 工作 | 是 | 担任同仁堂科技总 经理，拟任同仁堂 | | | | | | 8 | 13 | 调整 | | | 否 | | | | 经理 | | | | | 科技董事 | | 注：同仁堂科技指公司控股子公司北京同仁堂科技发展股份 ...

Core Viewpoint - Tong Ren Tang is expanding its business by adding a new publicly listed company, Beijing Tong Ren Tang Medical and Elderly Investment Co., Ltd., which focuses on medical and elderly care services [2][12]. Group 1: Company Overview - Tong Ren Tang currently has three listed companies: Tong Ren Tang Co., Ltd. (600085.SH) with a market value of 48.7 billion RMB, Tong Ren Tang Technology (01666.HK) with a market value of 6.3 billion HKD, and Tong Ren Tang Guoyao (03613.HK) with a market value of 7.6 billion HKD [2]. - The new company, Tong Ren Tang Medical and Elderly, was established in 2015 and has been acquiring stakes in various medical institutions since 2019 [3][5]. Group 2: Business Development - Tong Ren Tang Medical and Elderly has grown to become the second-largest player in the non-public Chinese medicine hospital service industry within seven years, establishing a network of 12 owned medical institutions and one internet hospital [5]. - The company has adopted an acquisition strategy, acquiring control of several healthcare facilities and expanding its presence in the Yangtze River Delta region [3][5]. Group 3: Financial Performance - In 2024, Tong Ren Tang Medical and Elderly reported total revenue of 1.175 billion RMB, with a gross profit margin of 18.93% and a net profit attributable to shareholders of 36.86 million RMB [9]. - The majority of revenue comes from medical services, which accounted for 84.05% of total revenue, generating a gross profit of 162 million RMB [6][9]. Group 4: Future Plans - The company is preparing to open new hospitals, including Qiqihar Tong Ren Tang Traditional Chinese Medicine Hospital and Shunyi Tong Ren Tang Traditional Chinese Medicine Hospital, expected to open by the end of 2025 [10][11]. - Plans for an IPO on the Hong Kong stock market are underway to raise funds for expanding its medical service network and improving operational capabilities [12].