泰和泰(北京)律师事务所 关于漳州片仔擴药业股份有限公司 2024 年年度股东大会 法律意见书 泰和泰证字[2025]PZH-01 号 泰和泰（北京）律师事务所 北京市朝阳区东四环中路 56 号远洋国际中心 A 座 12 层 电话: （010）85865151 传真: （010）85861922 邮政编码: 100025 泰和泰（北京）律师事务所关于漳州片仔擴药业股份有限公司 2024 年年度股东大会法律意见书 泰和泰（北京）律师事务所 关于漳州片仔癫药业股份有限公司 2024 年年度股东大会法律意见书 泰和泰证字[2025]PZH-01 号 致:漳州片仔赛药业股份有限公司 泰和泰（北京）律师事务所（以下简称"本所"）接受漳州片仔擴药业股份 有限公司（以下简称"公司"）的委托,指派许军利律师、殷庆莉律师对公司 2024 年年度股东大会（以下简称"本次股东大会"）进行见证,并依据《中华 人民共和国公司法》（以下简称"《公司法》"）、中国证券监督管理委员会《上 市公司股东会规则》（以下简称"《股东会规则》"）、《上海证券交易所上市 公司自律监管指引第 1 号——规范运作（2025 年 5 月修订 》（以下简称"《 ...

Industry Overview - The Chinese medicine sector experienced a decline of 0.32% last week, while the overall pharmaceutical sector showed mixed performance with a 1.4% increase in the pharmaceutical and biological index [3][4] - The performance of the Chinese medicine sector is relatively weak compared to other pharmaceutical sub-sectors, with chemical pharmaceuticals showing the best performance with a 3.53% increase [3][4] Company Performance - Top-performing companies in the Chinese medicine sector include Kanghui Pharmaceutical, Enwei Pharmaceutical, Kangyuan Pharmaceutical, Zhongsheng Pharmaceutical, and Zhendong Pharmaceutical [4] - Underperforming companies include Wanbangde, Longjin Retreat, Biological Valley, Guangyuyuan, and Jiu Zhitang [4] Valuation Metrics - The price-to-earnings (PE) ratio for the Chinese medicine sector is 27.68X, reflecting a decrease of 0.1X week-on-week, with a one-year maximum of 30.13X and a minimum of 22.58X [5] - The price-to-book (PB) ratio stands at 2.29X, down 0.01X from the previous week, with a one-year maximum of 2.65X and a minimum of 1.99X [5] - The current PE is at the 29.83% percentile since 2013, while the PB is at the 5.56% percentile during the same period [6] Raw Material Market - The market for raw Chinese medicinal materials is under pressure, with a total index price of 241.57 points, reflecting a 0.7% decrease week-on-week [7] - Among the twelve categories of medicinal materials, five categories saw price increases while seven experienced declines, with the plant leaf category showing the largest drop [7] Policy and Market Dynamics - The third batch of national collection for traditional Chinese medicine began implementation in April 2025, with at least 19 provinces releasing results [8] - The collection involves 20 product groups and 95 products, with 174 selected drugs, indicating a trend towards price rationalization in the sector [8] - There is a need for further optimization of selection rules due to insufficient completion rates in local collections [8] Investment Recommendations - The report maintains an "overweight" rating for the industry, suggesting three main investment themes: price governance, consumption recovery, and state-owned enterprise reform [9][10][11] - Price governance focuses on the impact of collection and negotiation on drug prices, with a recommendation to pay attention to companies with strong R&D capabilities and unique products [9] - Consumption recovery is driven by macroeconomic improvement and aging population, favoring companies with brand and material advantages [10] - State-owned enterprise reform presents opportunities for performance improvement and efficiency gains in the Chinese medicine sector [11] - Recommended investment targets include Zoli Pharmaceutical, Pian Zai Huang, and Shou Xian Gu, which are expected to benefit from these trends [11]

Core Viewpoint - Pianzaihuang (600436.SH) has topped the "Hurun Brand List" for five consecutive years but is facing significant challenges, including a slowdown in revenue and profit growth in 2024, attributed to rising raw material costs and a failed pricing strategy [1][2]. Financial Performance - In 2024, Pianzaihuang achieved revenue of approximately 10.788 billion yuan, a year-on-year increase of 7.25%, and a net profit of 2.977 billion yuan, up 6.42% [2]. - The revenue growth rate for 2024 is the lowest since 2016, with a notable decline in Q4, where both revenue and net profit decreased [2][3]. - Q4 revenue was 2.338 billion yuan, marking a year-on-year decline of 4.92%, while net profit fell by 26.07% [2][3]. Cost Pressures - Rising prices of key raw materials have significantly impacted profit margins, with the price of natural cow bile increasing from 650,000 yuan/kg in January 2023 to 1.65 million yuan/kg by January 2025 [4][5]. - Pianzaihuang's inventory increased by 47.01% year-on-year to approximately 4.987 billion yuan, with raw material inventory growing by about 60% [5]. Pricing Strategy - In May 2023, Pianzaihuang raised the price of its main product, Pianzaihuang pills, by 28.8%, but this led to a decline in sales volume in 2024 [6][7]. - The revenue from the pharmaceutical manufacturing segment was approximately 5.663 billion yuan in 2024, a growth rate lower than the previous year [6][7]. Business Segments - The liver disease medication segment generated about 5.31 billion yuan in revenue, growing 18.98%, while the cardiovascular medication segment saw a revenue increase of only 7.03% [7]. - The cosmetics business, viewed as a secondary growth driver, accounted for less than 10% of total revenue and has shown stagnant growth over the past four years [9]. Regional Performance - Revenue growth varied by region, with the Northeast and North China regions experiencing declines in revenue and gross margin [8]. - The East China region, a key market for Pianzaihuang, saw only a 0.79% increase in revenue, the slowest growth among domestic regions [8].

Core Viewpoint - The 16th Tianma Award ceremony, themed "Sailing Forward with New Quality Leadership," recognized Zhangzhou Pien Tze Huang Pharmaceutical Co., Ltd. for its significant shareholder return performance, awarding it the "Shareholder Return Award" in investor relations management [1][3]. Group 1: Award Significance - The Tianma Award is one of the earliest evaluations focusing on investor relations management in China's capital market, aiming to enhance the management level of listed companies and showcase their investment value [3]. - This year's award emphasizes investor protection and industry-finance collaboration, aiming to establish benchmark examples that empower listed companies to demonstrate their investment value [3]. Group 2: Company Performance - Pien Tze Huang has maintained a prudent profit distribution policy, actively returning profits to shareholders, which has garnered widespread market acclaim and long-term trust from investors [3]. - The company places a high priority on investor relations management, establishing multi-level and multi-dimensional communication channels to engage with investors proactively and professionally, thereby enhancing market transparency and investor confidence [3]. Group 3: Future Plans - The company plans to continue maintaining the continuity and stability of its profit distribution policy while balancing business development and shareholder returns, aiming to enhance its ability to return value to investors [5]. - Pien Tze Huang is committed to strengthening interactions with investors and sharing the company's development achievements with its shareholders [5].

Core Viewpoint - The article emphasizes the importance of identifying companies with deep economic moats for long-term investment success, highlighting that many investors confuse short-term advantages with long-term barriers [2][3]. Group 1: Economic Moats - The article categorizes economic moats into six types: brand premium, network effects, scale cost advantages, high user switching costs, core technology barriers, and resource exclusivity [3]. - Brand value is not just about recognition but also about consumers' willingness to pay a premium [3]. - Network effects create a positive feedback loop where the value of a platform increases with more users [3]. Group 2: Misconceptions about Moats - Common misconceptions that can lead to investment risks include: technology leadership that is easily iterated, reliance on a single blockbuster product, short-term traffic benefits, channel advantages under pressure, and over-dependence on management capabilities [3]. - These factors may provide temporary growth but lack structural barriers, making them less reliable for long-term investment [3]. Group 3: Investment Analysis - In dynamic competitive markets, the strength of an economic moat determines investment certainty [3]. - Instead of chasing superficial high-growth data, it is crucial to analyze whether a company possesses pricing power or user lock-in capabilities [3].

Core Viewpoints - The Chinese medicine industry is expected to see a performance turning point, with significant improvements in revenue and profit growth anticipated in Q2 2025 compared to Q1 2025, and continued growth in H2 2025 [3][7] - The industry exhibits characteristics similar to the banking sector, including high cash reserves, substantial dividends, and low profit volatility, with minimal impact from overseas situations [3][7] Key Indicators Tracking - Influenza data has stabilized, reducing revenue growth pressure on companies [11] - The price index of Chinese medicinal materials has declined, which is expected to alleviate gross margin pressure [13] - Institutional holdings are low, with the proportion of fund holdings in the Chinese medicine sector dropping to 0.46% as of Q1 2025, indicating potential for increased investment interest under favorable tariff policies in the U.S. [18] - The sector's valuation is slightly above the average level since 2021, with a TTM price-to-earnings ratio of 27.78x as of June 12, 2025 [21] Investment Recommendations - Companies with stable and rapid profit growth and new consumption logic include Dong'e Ejiao and Lingrui Pharmaceutical, with a focus on Mayinglong [30] - High-barrier, large-cap state-owned enterprises with light institutional positions include Tianshili, Yunnan Baiyao, Tongrentang, and Pianzaihuang [30][6] Mid-Year Performance Outlook - The report provides a forecast for the first half of 2025, indicating expected year-on-year growth rates for various companies, with Dong'e Ejiao projected to grow by approximately 20% in Q2 2025 [34]

Core Viewpoint - The company has released promising results from recent studies on the efficacy of its traditional Chinese medicine, Pian Zai Huang, in treating COVID-19 and herpes simplex virus (HSV) infections, indicating significant survival rates and clinical benefits [1][2][3][4]. Group 1: COVID-19 Research - In animal experiments, the low-dose group of Pian Zai Huang showed an 83% survival rate among hamsters infected with COVID-19, compared to a 0% survival rate in the control group [2]. - The study demonstrated that hamsters treated with Pian Zai Huang had significantly reduced lung hemorrhage and lesions compared to untreated hamsters [2]. - Previous clinical observations published in the journal "Frontiers in Medicine" also support the efficacy of Pian Zai Huang in COVID-19 recovery [2]. Group 2: Herpes Virus Research - Animal studies indicated that medium-dose Pian Zai Huang could extend the survival of mice infected with HSV-1, with some mice achieving full recovery [2]. - A clinical study led by Guangdong Provincial Hospital showed that Pian Zai Huang significantly alleviated pain intensity and improved immune function in patients with shingles, particularly in older adults [3]. Group 3: Broader Clinical Applications - The company is actively exploring the clinical value of Pian Zai Huang beyond liver diseases, with recent studies indicating its potential in treating chronic hepatitis B and improving liver fibrosis [4]. - A prospective randomized controlled trial involving 144 chronic hepatitis B patients showed that Pian Zai Huang combined with entecavir significantly improved liver fibrosis stages [4]. - The company plans to advance 11 clinical research projects and 23 pharmacological studies in 2024, further expanding the applications of Pian Zai Huang [5].

Group 1 - The Shanghai Composite Index opened lower but rose throughout the day, with the CSI 300 Pharmaceutical and Biotechnology Index reported at 7971.61 points [1] - The CSI 300 Pharmaceutical and Biotechnology Index has increased by 5.53% in the past month, 7.39% in the past three months, and 7.09% year-to-date [1] - The CSI 300 Index categorizes its 300 sample stocks into 11 primary industries, 35 secondary industries, over 90 tertiary industries, and more than 200 quaternary industries [1] Group 2 - The top ten holdings of the CSI 300 Pharmaceutical and Biotechnology Index are: Heng Rui Medicine (25.29%), WuXi AppTec (16.43%), Pian Zai Huang (6.37%), Yunnan Baiyao (5.21%), Kelun Pharmaceutical (5.11%), East China Pharmaceutical (4.06%), Xinhecheng (3.51%), Changchun High-tech (3.48%), Fosun Pharma (3.34%), and Shanghai Raas (3.27%) [1] - The market segments of the CSI 300 Pharmaceutical and Biotechnology Index show that the Shanghai Stock Exchange accounts for 63.65% and the Shenzhen Stock Exchange accounts for 36.35% [2] - The industry composition of the CSI 300 Pharmaceutical and Biotechnology Index includes: chemical drugs (43.80%), pharmaceutical and biotechnology services (21.66%), traditional Chinese medicine (18.52%), and biological drugs (16.02%) [2] Group 3 - The index samples are adjusted every six months, with adjustments implemented on the next trading day following the second Friday of June and December each year [2] - Weight factors are adjusted along with the periodic sample adjustments, which are generally fixed until the next scheduled adjustment [2] - Temporary adjustments occur when the CSI 300 Index samples are modified, and changes in industry classification due to special events will also lead to corresponding adjustments in the CSI 300 industry index samples [2]

Group 1 - The company, Pianzaihuang, has announced its investment in the Zhaoying Huikang Fund, contributing 200 million yuan, which represents 20% of the fund [1] - The investment is part of the company's strategic development plan, aimed at enhancing its competitiveness in the pharmaceutical industry by leveraging professional investment resources [1] - The fund will primarily invest in sectors such as biomedicine, traditional Chinese medicine, medical devices, consumer healthcare, and medical services [1] Group 2 - The Zhaoying Huikang Fund is a component of the "Yuanshan Plan," initiated by Zhangzhou to promote the development of the traditional Chinese medicine industry and facilitate cross-strait integration in healthcare [2] - Pianzaihuang is identified as a key enterprise in the implementation of the "Yuanshan Plan," which includes the establishment of six funds totaling 6 billion yuan [2] - The successful registration of the Zhaoying Huikang Fund marks it as the third fund to complete the process under the Yuanshan medical health fund initiative, with additional funds in progress [2]

Investment Overview - The company, through its wholly-owned subsidiary, is participating in the establishment of the Zhaoying Huikang Fund, contributing 200 million yuan, which represents 20% of the fund [1][2] - The investment is part of the company's strategic development to enhance its core competitiveness while ensuring stable growth in its main business [2] Fund Registration Progress - The Zhaoying Huikang Fund has completed the private investment fund registration process with the China Securities Investment Fund Industry Association and has obtained the Private Investment Fund Registration Certificate [2] - The fund is managed by招商致远资本投资有限公司 and is custodied by招商银行股份有限公司 [2]