财通证券股份有限公司 关于 河南太龙药业股份有限公司 详式权益变动报告书 之 财务顾问核查意见 财务顾问 二〇二五年十二月 1 声明 依据《中华人民共和国证券法》《上市公司收购管理办法》《公开发行证券的公 司信息披露内容与格式准则第15号—权益变动报告书》《公开发行证券的公司信息披 露内容与格式准则第16号—上市公司收购报告书》及相关法律、法规和规范性文件的 规定，财通证券股份有限公司（以下简称"本财务顾问"）按照行业公认的业务标 准、道德规范，本着诚实信用、勤勉尽责的精神，对本次权益变动的相关情况和资料 进行了核查，对信息披露义务人出具的《河南太龙药业股份有限公司详式权益变动报 告书》所披露的内容出具核查意见，以供投资者和有关各方参考。 为此，本财务顾问特作出以下声明： 一、本财务顾问已按照规定履行了尽职调查义务，对信息披露义务人披露的《河 南太龙药业股份有限公司详式权益变动报告书》进行了核查，确信披露文件内容与格 式符合规定，并有充分理由确信所发表的专业意见与信息披露义务人披露的文件内容 不存在实质性差异； 二、本财务顾问有充分理由确信本次权益变动符合相关法律、行政法规的规定， 有充分理由确信信息披露义务 ...

Core Viewpoint - Tailong Pharmaceutical (600222) is set to change ownership to Jiangxi State-owned Assets Supervision and Administration Commission, following a week-long suspension of trading, with significant market reactions observed upon resumption of trading [1] Group 1: Ownership Change - Tailong Pharmaceutical's controlling shareholder, Zhengzhou Tairong Industrial Investment Co., Ltd., has signed a share transfer agreement with Jiang Pharmaceutical Group Jiangxi Medical Holdings Co., Ltd. [1] - The agreement involves the transfer of 50.1 million shares, representing 8.73% of the total share capital, at a price of 11.043 yuan per share, which is nearly a 30% premium compared to the price before the suspension [1] - The total transaction value amounts to 553 million yuan [1] Group 2: Shareholding Structure - After the first delivery of 42.3 million shares, Jiang Pharmaceutical Holdings will directly hold 7.37% of the shares and, through a concerted action arrangement, will control a total of 14.37% of the shares [1] - The controlling shareholder will change from Zhengzhou High-tech Industrial Development Zone Management Committee to Jiangxi Provincial State-owned Assets Supervision and Administration Commission [1] Group 3: Corporate Actions - The company's board has approved a plan for a private placement to Jiang Pharmaceutical Holdings [1]

Core Viewpoint - TaiLong Pharmaceutical (600222) experienced a significant decline of 9.15% in its stock price, with a trading volume of 5.66 billion yuan and a turnover rate of 13.00% on the day of reporting [2] Group 1: Stock Performance - The stock's price drop was attributed to a deviation of -8.91% from the daily limit, leading to its listing on the Shanghai Stock Exchange [2] - The stock saw a trading fluctuation of 5.27% throughout the day [2] Group 2: Institutional Activity - Institutional investors net sold 740.08 thousand yuan, while total net selling from brokerage seats amounted to 105.07 thousand yuan [2] - The top five brokerage seats accounted for a total transaction volume of 89.06 million yuan, with buying transactions at 40.30 million yuan and selling transactions at 48.75 million yuan, resulting in a net selling of 845.16 thousand yuan [2] Group 3: Capital Flow - The stock experienced a net outflow of 55.65 million yuan in principal funds, with large orders contributing to a net outflow of 35.34 million yuan and big orders contributing to a net outflow of 20.31 million yuan [2] - Over the past five days, the total net outflow of principal funds reached 246 million yuan [2] Group 4: Financial Performance - For the first three quarters, TaiLong Pharmaceutical reported a total revenue of 1.187 billion yuan, reflecting a year-on-year decrease of 11.47% [2] - The net profit for the same period was 25.33 million yuan, which represents a year-on-year decline of 12.36% [2]

Core Viewpoint - The control change of Tailong Pharmaceutical to Jiangxi state-owned assets reflects the transformation anxiety of traditional Chinese medicine enterprises amid industry policy changes and intensified market competition, with the potential for state capital to provide crucial support for overcoming development bottlenecks [1][10]. Group 1: Control Change Details - Jiangxi state-owned Jiangyao Holdings will acquire control of Tailong Pharmaceutical through a combination of "share transfer + directed issuance," investing over 1 billion yuan [1][2]. - The share transfer involves Jiangyao Holdings purchasing 50.1 million shares (8.73% of total shares) at 11.043 yuan per share, totaling 553 million yuan, with the transfer occurring in two phases [2]. - To ensure a smooth transition of control, an agreement was signed for joint action, allowing Jiangyao Holdings to control 14.37% of shares during the transition period [2][3]. Group 2: Financial Performance - In the first three quarters of 2025, Tailong Pharmaceutical reported revenue of 1.187 billion yuan, a year-on-year decline of 11.47%, and a net profit of 25.33 million yuan, down 12.36% [4]. - The company faced significant pressure in 2025, with a net profit of only 1.53 million yuan in the first quarter, a drastic drop of 92.80% year-on-year [5]. - The pharmaceutical formulation segment, which has the highest gross margin, saw a revenue decline of 37.73% in the first three quarters of 2025, directly impacting overall profitability [5][6]. Group 3: Strategic Implications of State Capital Involvement - The entry of Jiangxi state capital is expected to provide multiple benefits, including optimization of the industrial chain layout, market channel expansion, and integration of research and development resources [7][8]. - Jiangyao Holdings aims to leverage its extensive channel resources in the pharmaceutical distribution sector to enhance Tailong Pharmaceutical's market penetration and alleviate pricing pressures [7][8]. - The 454 million yuan raised from the directed issuance will be used to improve cash flow and reduce financial costs, providing sufficient funding for operations and research [8]. Group 4: Industry Context and Future Outlook - The involvement of state capital in traditional Chinese medicine enterprises is becoming a significant trend, as local state-owned enterprises frequently invest in the pharmaceutical industry to help traditional companies overcome challenges and transform [10][11]. - The entry of state capital is reshaping the industry landscape, providing financial support and facilitating the concentration of resources towards stronger enterprises [11]. - However, the success of state capital involvement depends on effective management and integration, as past experiences show that not all state-controlled enterprises have improved performance [11].

Group 1 - The stock of Tailong Pharmaceutical (600222) fell by 4.43% today, with a turnover rate of 23.90% and a trading volume of 1.146 billion yuan, experiencing a fluctuation of 22.28% [2] - The stock was listed on the Shanghai Stock Exchange due to its daily fluctuation value reaching 22.28%, with a total net selling of 40.72 million yuan from brokerage seats [2] - The top five brokerage seats accounted for a total transaction of 170 million yuan, with a buying amount of 64.49 million yuan and a selling amount of 105 million yuan, resulting in a net selling of 40.72 million yuan [2] Group 2 - The largest buying brokerage was Guotai Junan Securities Headquarters, with a buying amount of 19.26 million yuan, while the largest selling brokerage was Yuekai Securities Shenzhen Shennan Avenue, with a selling amount of 25.70 million yuan [2] - The stock experienced a net outflow of 191 million yuan from main funds today, including a net outflow of 104 million yuan from large orders and 86.37 million yuan from big orders, with a total net outflow of 191 million yuan over the past five days [2] - The company reported its third-quarter results on October 30, showing a total revenue of 1.187 billion yuan for the first three quarters, a year-on-year decrease of 11.47%, and a net profit of 25.33 million yuan, a year-on-year decrease of 12.36% [2]

Core Viewpoint - The stock price of Tailong Pharmaceutical (600222) experienced significant volatility after the announcement of a potential change in ownership, initially rising to the limit but then plummeting to a drop limit, ultimately closing down 4.43% on the day of resumption of trading [1][4]. Group 1: Ownership Change - Tailong Pharmaceutical's controlling shareholder, Zhengzhou Tairong Industrial Investment Co., Ltd. (Tairong Investment), is planning to transfer shares, which may lead to a change in control of the company [3][6]. - Tairong Investment intends to transfer 50.1 million shares to Jiang Pharmaceutical Group Jiangxi Medical Holdings Co., Ltd. (Jiang Pharmaceutical Holdings) at a price of 11.043 CNY per share, representing a premium of over 28% compared to the pre-suspension price of 8.58 CNY per share [3][6]. - Following the completion of the transaction, the controlling shareholder will change from Tairong Investment to Jiang Pharmaceutical Holdings, and the actual controller will shift from the Zhengzhou High-tech Industrial Development Zone Management Committee to the Jiangxi Provincial State-owned Assets Supervision and Administration Commission [3][6]. Group 2: Financial Performance - During Tairong Investment's tenure, Tailong Pharmaceutical's performance has been inconsistent, with a revenue increase of 22.2% in 2022, the highest growth since 2018, but a net profit loss [7]. - In the first three quarters of 2024, Tailong Pharmaceutical's revenue declined to 1.187 billion CNY, a year-on-year decrease of 11.47%, and the net profit attributable to shareholders was 25 million CNY, down 12.36% year-on-year [4][7].

Core Viewpoint - The acquisition of Tai Long Pharmaceutical by Jiang Pharmaceutical Holdings is part of a broader trend of state-owned enterprises entering the pharmaceutical industry for strategic collaboration and resource acquisition [1][9]. Group 1: Acquisition Details - Jiang Pharmaceutical Holdings will become the new controlling shareholder of Tai Long Pharmaceutical through a combination of "share transfer and private placement," with a total transaction value of approximately 1.007 billion yuan [3][12]. - The current controlling shareholder, Tai Rong Investment, will transfer 50.1 million shares (8.73% of total shares) at a price of 11.043 yuan per share, with the total payment for the share transfer being approximately 553 million yuan [3][12]. - Jiang Pharmaceutical Holdings plans to subscribe to approximately 74.6 million shares at a price of 6.09 yuan per share, raising up to 454 million yuan [3][12]. Group 2: Financial Performance - Jiang Pharmaceutical Holdings, established on May 7, 2025, is a wholly-owned subsidiary of Jiang Pharmaceutical Group, focusing on the outpatient market, including single pharmacies and clinics [4][14]. - The revenue and net profit of Jiang Pharmaceutical Group have shown steady growth over the past four years, with revenues of 6.736 billion yuan, 12.137 billion yuan, 12.731 billion yuan, and 9.385 billion yuan from 2022 to September 2025, and net profits of 15.7097 million yuan, 58.4096 million yuan, 73.6069 million yuan, and 50.3908 million yuan during the same period [4][14]. Group 3: Market Insights - Tai Long Pharmaceutical's traditional Chinese medicine oral preparations cover key areas such as respiratory, digestive, and cardiovascular diseases, with traditional Chinese medicine sales accounting for 37% of the urban pharmacy market in China [5][16]. - In online pharmacies, traditional Chinese medicine market share is slightly lower at around 30%, with the top three categories being urological, digestive, and respiratory disease medications [5][17]. - The performance of cardiovascular disease medications in grassroots medical institutions is particularly strong, with market shares exceeding 30% [5][17]. Group 4: Industry Trends - The acquisition of Tai Long Pharmaceutical by Jiang Pharmaceutical Holdings reflects a growing trend of state-owned enterprises acquiring pharmaceutical companies, supported by policies such as the "merger and acquisition guidelines" [7][19]. - Other recent acquisitions in the pharmaceutical sector include various state-owned enterprises enhancing their capital strength and resource acquisition through direct share purchases and indirect control arrangements [8][20].

Economic Performance - In October 2025, Henan's industrial added value increased by 7.9%, outperforming the national average by 3.0 percentage points[21] - The province's social retail sales reached 2673.23 billion yuan, growing by 4.1% year-on-year, which is 1.2 percentage points higher than the national average[22] - Fixed asset investment in Henan rose by 4.5%, exceeding the national decline of 1.7%[23] Market Trends - In November 2025, the Henan Index fell by 1.47%, a smaller decline compared to the Shanghai Composite Index and the CSI 300 Index[48] - Year-to-date, the Henan Index has increased by 36.82%, consistently outperforming major benchmarks[48] Investment Landscape - As of November 2025, Henan's total market capitalization for A-shares was 19006.61 billion yuan, ranking 11th nationally and 2nd in Central China[62] - The province had 138 listed companies, with 113 A-shares and 31 H-shares, maintaining its 12th and 9th positions nationally[60] IPO and Financing Activity - No new IPOs were approved in Henan as of November 2025, with only one company completing equity financing totaling 1.15 million yuan in the first 11 months[40] - The province's credit bond issuance in November was 276.17 billion yuan, a decrease of 15.69% from the previous month[35]

Mergers and Acquisitions - China Metallurgical Group Corporation plans to sell assets worth 60.676 billion yuan to Minmetals Land and China Minmetals [1] - Shengda Resources intends to acquire 60% stake in Jinshi Mining for 500 million yuan [1] - Honghua Digital Science plans to acquire 49% stake in Shandong Yingkejie for 105 million yuan [1] - Weidi Co., Ltd. is set to acquire controlling stake in Jiangsu Jiuxing Precision Technology [1] Shareholding Changes - PIANO's controlling shareholder is planning a change in control, leading to stock suspension [1] - Tai Long Pharmaceutical's controlling shareholder will change to Jiangyao Holdings, with stock resuming trading [1] - ST Yishite's control will shift to Jingzhou State-owned Assets Supervision and Administration Commission [1] Buybacks and Reductions - Midea Group has completed its share buyback plan with a total amount reaching 10 billion yuan [1] - Helen Zhe plans to repurchase shares worth between 50 million to 100 million yuan [1] - Several companies, including Zhongfu Circuit and Keri International, are planning to reduce their shareholdings by up to 3% [1] Operational Data - Zhongtong Bus reported a sales volume of 1,133 units in November, marking a year-on-year increase of 39.53% [1] - Keming Foods' subsidiary saw a 110.77% year-on-year increase in pig sales revenue in November [2] - Yisheng Co., Ltd. reported a 28.43% decrease in sales revenue from white feather broiler chicks in November, totaling 215 million yuan [2] Major Investments - Cambridge Technology plans to invest 100 million USD in CIG USA to expand high-speed optical module production capacity in North America and Southeast Asia [2] - Zhejiang Rongtai intends to invest approximately 545 million yuan in Thailand for the production of 14,000 tons of mica paper and other products [2] - China Ocean Shipping Company plans to invest 258 million yuan in Shenshan Port Investment Company [2]

（文章来源：每日经济新闻） 每经AI快讯，太龙药业早盘涨停开盘后下挫，午后盘中触及跌停，上演"天地板"。 ...