漳州片仔癀药业股份有限公司董事、监事和 高级管理人员关于公司 2024 年年度报告的确认意见 根据《中华人民共和国证券法（2019 年修订）》《公开发行证 券的公司信息披露内容与格式准则第 2 号--年度报告的内容与格式 （2021 年修订）》和《上海证券交易所股票上市规则（2024 年修订）》 等相关规定和要求，作为漳州片仔癀药业股份有限公司的董事、监事 和高级管理人员，我们在全面了解和审核公司 2024 年年度报告后， 发表意见如下： 1、 公司严格按照股份制公司的财务制度规范运作，《公司2024 年度报告及摘要》的编制符合法律、行政法规、《漳州片仔癀药业股 份有限公司章程》及公司内部管理制度的各项规定，《公司 2024 年 度报告及摘要》公允、真实、全面地反映了公司 2024 年的财务状况 和经营成果。 2、 公司第七届董事会第二十八次会议、第七届监事会第二十 次会议审议通过《公司 2024 年度报告及摘要》的议案。 3、 公司全体董事、监事和高级管理人员保证《公司 2024 年度 报告及摘要》所披露的信息真实、准确、完整，承诺其中不存在任何 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 ...

Financial Performance - The company's operating revenue for 2024 reached ¥10,787,863,091.37, an increase of 7.25% compared to ¥10,058,497,338.92 in 2023[26]. - The net profit attributable to shareholders for 2024 was ¥2,977,002,486.34, reflecting a growth of 6.42% from ¥2,797,351,515.70 in the previous year[26]. - Basic earnings per share for 2024 were ¥4.93, up 6.25% from ¥4.64 in 2023[27]. - The weighted average return on equity for 2024 was 21.36%, a decrease of 1.28 percentage points from 22.64% in 2023[27]. - The company achieved total revenue of 10.79 billion RMB, an increase of 7.25% year-on-year, with a net profit of 2.996 billion RMB, up 5.06% year-on-year[59]. - The company’s total assets reached 17.54 billion RMB, with equity attributable to shareholders amounting to 14.27 billion RMB[59]. Dividend Distribution - The cash dividend distribution plan proposes a cash dividend of ¥18.20 per 10 shares, totaling ¥1,098,037,322.20, which accounts for 36.88% of the net profit attributable to shareholders[8]. - The total cash dividend for 2024, including interim distributions, amounts to ¥1,791,852,113.70, representing 60.19% of the net profit attributable to shareholders[8]. - The company approved a cash dividend of 23.20 CNY per 10 shares, totaling 1,399,695,927.20 CNY, which represents 50.04% of the net profit attributable to shareholders in the consolidated financial statements for 2023[184]. - The cash dividend amount (including tax) is CNY 1,791,852,113.70, which accounts for 60.19% of the net profit attributable to ordinary shareholders in the consolidated financial statements[188]. Cash Flow and Expenses - The net cash flow from operating activities decreased by 40.4% to ¥1,313,708,033.92 from ¥2,206,631,519.26 in 2023, primarily due to increased cash payments for raw materials[26][29]. - The company’s sales expenses decreased by 33.88% year-on-year, amounting to 517.55 million RMB, primarily due to reduced promotional and advertising costs[60]. - The company’s investment activities generated a net cash flow of 1.32 billion RMB, a significant increase compared to the previous year[61]. - The company reported a significant increase in inventory levels, with a stock increase of 93.64% year-over-year[69]. Research and Development - The company increased its R&D expenses and marketing costs, contributing to the decline in net profit due to changes in revenue structure, particularly in the pharmaceutical manufacturing sector[31]. - Research and development expenses increased by 16.02% year-on-year, totaling 269.59 million RMB, reflecting the company's commitment to innovation[60]. - The company is committed to R&D in innovative drugs, focusing on chronic and difficult-to-treat diseases, while managing associated risks throughout the drug development lifecycle[139]. - The company has a pipeline of innovative products, including new formulations and indications for existing drugs, which are expected to strengthen its market position[102]. Market and Product Development - The company is focusing on expanding its product line, including the successful market launch of "Pian Zai Huang" brand An Gong Niu Huang Wan, which utilizes traditional production techniques[53]. - The company plans to continue developing its cosmetics line, focusing on traditional Chinese ingredients and expanding its market presence in the health and beauty sector[55]. - The company is enhancing its technological capabilities by establishing partnerships with over 10 academicians and building key research platforms with prestigious institutions[40]. - The company has launched two investment funds with a total scale of 1 billion yuan each, focusing on traditional Chinese medicine, biomedicine, and health-related industries[45]. Corporate Governance - The company held 2 shareholder meetings during the reporting period, with all resolutions passed[149]. - The company disclosed 4 regular reports and 52 numbered announcements, totaling 89 documents, and received multiple awards for investor relations management[145]. - The board of directors held 9 meetings and 17 meetings of its specialized committees, ensuring independent directors provided professional opinions on key matters[144]. - The company has established a differentiated authorization system to enhance decision-making efficiency and operational effectiveness[145]. Environmental and Social Responsibility - The company invested CNY 435.89 million in environmental protection during the reporting period[198]. - The total wastewater discharge during the reporting period was 31,283.5 tons, and carbon emissions amounted to 6,879.09 tCO2e[200]. - The company has not faced any administrative penalties related to environmental issues during the reporting period[199]. - The company has established a comprehensive internal control system to enhance risk prevention and compliance awareness among employees[192]. Strategic Initiatives - The company plans to establish multiple new clinics and has recruited over 200 external medical experts, including six national medical masters, to enhance its healthcare services[45]. - The company is actively pursuing regulatory approvals for its products, with several applications submitted for supplementary registration and clinical trials[105]. - The company aims to enhance brand exposure through new media marketing strategies, including collaborations with influencers and KOLs to reach target consumer groups[132]. - The company is committed to maintaining its research and development leadership position, guided by market demands[97].

Core Viewpoint - The recent announcement by the National Medical Products Administration and the General Administration of Customs to allow the import of cow bile for traditional Chinese medicine production is expected to alleviate the supply shortage and stabilize prices of cow bile, benefiting high-end traditional Chinese medicine companies like Tong Ren Tang and Pian Zai Huang [2][3][12]. Group 1: Policy Changes and Implications - The pilot program for importing cow bile will last for two years and is limited to specific regions in China, allowing only designated companies to use the imported cow bile for their own production [5][7]. - The import of cow bile is a significant policy shift after nearly 24 years of restrictions due to concerns over mad cow disease, which had previously led to a complete ban on imported bovine materials [5][6]. - The pilot aims to create a controlled supply chain, ensuring that imported cow bile is used solely within the group of companies that import it, preventing external sales [7][8]. Group 2: Market Dynamics and Supply Chain - The natural cow bile market in China faces a significant supply-demand gap, with an annual demand of approximately 5 to 8 tons against a domestic production of only about 900 kilograms [6][12]. - The global cattle population is approximately ten times that of China, indicating a substantial potential for international supply to meet domestic needs [6]. - The introduction of imported cow bile is expected to lead to a stratified supply chain, where larger companies can better manage resources and mitigate price fluctuations in the international market [7][8]. Group 3: Price Trends and Market Reactions - The price of natural cow bile has seen a dramatic increase, rising from 570,000 yuan per kilogram at the beginning of 2023 to 1,700,000 yuan per kilogram by the end of 2024, marking a 198.25% increase [11][12]. - Despite the potential for imported cow bile to stabilize prices, some industry experts remain cautious, suggesting that the high price trend for natural cow bile may not change quickly [15]. - Companies like Tong Ren Tang have expressed a conservative stance regarding the impact of the new policy on cost pressures, indicating that multiple factors will influence the effectiveness of the pilot program [12][13].

Core Viewpoint - The recent announcement by the National Medical Products Administration and the General Administration of Customs to allow the import of natural bezoar for traditional Chinese medicine production has not led to significant market enthusiasm among midstream enterprises, as they continue to face challenges in sales channels and cost pressures [2][3][4]. Group 1: Import Policy and Market Reaction - The import ban on natural bezoar has been lifted, allowing imports from countries free of mad cow disease, with a pilot program set for two years in 12 regions [2]. - Despite the lifting of the ban, stock prices of key companies relying on natural bezoar as a raw material showed minimal increases, with most experiencing declines shortly after the announcement [3]. - The global supply of natural bezoar remains limited, as major exporting countries are not included in the approved list, leading to ongoing supply-demand imbalances [3][6]. Group 2: Supply and Demand Dynamics - Natural bezoar, a rare and expensive traditional Chinese medicine ingredient, has seen its price surge from 170,000 yuan per kilogram in 2016 to around 1.6 million yuan in 2024, reflecting a nearly tenfold increase over nine years [2][5]. - In 2023, China's production of natural bezoar was approximately 5.58 tons, while the demand reached 10.95 tons, indicating a significant supply shortfall [4][5]. - The limited supply is exacerbated by the decline in the number of working cattle and changes in farming practices, which reduce the formation of bezoar [4]. Group 3: Financial Performance of Key Companies - Companies like Tongrentang and Pizhouhuang have reported revenue growth but declining profits due to rising raw material costs, with Tongrentang's net profit down 8.54% year-on-year [9][10]. - Pizhouhuang has also faced challenges, with its core product's price increasing significantly without corresponding profit growth, leading to inventory issues [9][10]. - The retail pharmacy sector is experiencing a contraction, with thousands of stores closing, further complicating the sales environment for these companies [10]. Group 4: Strategic Responses - In response to market challenges, companies are increasing marketing expenditures and opening new stores, but these efforts have not yet translated into substantial revenue growth [11]. - The ongoing inventory issues faced by companies like Tongrentang and Pizhouhuang highlight the shifting preferences in the market, necessitating clinical validation of product efficacy to rejuvenate sales [11].

Core Insights - The article highlights the challenges faced by the Chinese traditional medicine company, Pianzaihuang, including slowing growth of core products, rising raw material costs, and changing policy environments, prompting the need for diversification [6][12]. Financial Performance - Pianzaihuang reported a revenue of 10.768 billion yuan for 2024, a year-on-year increase of 7.06%, and a net profit of 2.974 billion yuan, up 6.32%, indicating a significant slowdown in growth [7]. - In Q2 2024, net profit decreased by 3.11% year-on-year, contrasting with market expectations for rapid growth [7]. - The company's revenue growth for 2023 was only 15.69%, with net profit growth dropping to 13.04%, well below the previous average of over 20% [8]. Pricing Strategy and Market Dynamics - Pianzaihuang has raised prices of its products 21 times since 1999, with the price of its pills increasing from 115 yuan to 760 yuan per pill, a nearly sixfold increase [7]. - However, the acceptance of high-priced medications has reached a bottleneck, with reports indicating that the market price for some products has fallen below 500 yuan per pill [8]. Raw Material Dependency - The company relies heavily on raw materials, with over 90% of costs attributed to natural musk and cow bile, whose prices have surged significantly since 2019 [8]. - The price of natural cow bile rose from 350,000 yuan per kilogram in 2019 to 1.65 million yuan per kilogram in 2025, a 371% increase [8]. Diversification Strategy - Pianzaihuang's "one core, two wings" strategy aims to extend its core pharmaceutical business into cosmetics, health products, and medical devices, but progress has been slow [9]. - The cosmetics segment generated only 707 million yuan in revenue in 2023, and plans for a separate listing have faced regulatory delays [9][10]. Acquisition Attempts - The company attempted to acquire a stake in Mingyuan Fragrance to enhance its health product portfolio, but the acquisition faced scrutiny and was postponed [10]. Research and Development - Pianzaihuang's R&D expenditure was only 232 million yuan in 2023, representing just 2.31% of revenue, significantly lower than leading pharmaceutical companies [11]. - The company has potential new drugs in its pipeline, but the lengthy approval process means they are unlikely to contribute to short-term performance [11]. Supply Chain Initiatives - To address raw material shortages, Pianzaihuang is establishing breeding bases for musk deer and planting medicinal herbs to alleviate supply pressures [13]. - Recent regulatory changes may allow the import of cow bile, potentially easing supply constraints [13]. Market Valuation - The company's dynamic price-to-earnings ratio has decreased from 167 times in 2021 to 40 times, indicating a market reassessment of its business model [15]. - The challenges faced by Pianzaihuang reflect a broader strategic dilemma between maintaining the "scarcity value" of traditional medicine and pursuing market expansion [15].

Core Viewpoint - Pianzaihuang's acquisition of "Wenfei Dingchuan Granules" marks its entry into the respiratory market, with potential for becoming the first approved proprietary traditional Chinese medicine (TCM) in this field, indicating a significant market opportunity [1][2] Group 1: Acquisition Details - Pianzaihuang acquired all rights to the TCM "Wenfei Dingchuan Granules" for 13.58 million yuan, aiming to expand into the treatment of chronic obstructive pulmonary disease (COPD) [1][2] - The granules are designed to treat lung and kidney qi deficiency and phlegm obstruction in stable COPD patients, with no similar TCM products currently approved in China [2] Group 2: Market Potential and Challenges - The global burden of COPD results in over 3 million deaths annually, with predictions indicating that by 2030, China will see 1.0554 million deaths from COPD due to aging, smoking, and air pollution [2] - Despite the promising market outlook, Pianzaihuang faces intense competition from chemical and biological drugs in the COPD treatment space, necessitating proof of differentiated value for its TCM innovation [2][3] Group 3: R&D Investment Concerns - Pianzaihuang's R&D investment has decreased, with a 19.59% year-on-year decline in the first three quarters of 2024, raising concerns about its ability to sustain long-term innovation [1][6] - The company’s R&D expenses for the first half of 2024 were 116 million yuan, a slight decrease from previous years, positioning it lower than peers like Baiyunshan and Yiling [6] Group 4: Industry Trends and Future Outlook - The TCM innovation sector has seen a rise in IND applications, with a compound annual growth rate of 62.66% from 2020 to 2024, indicating a growing interest in TCM new drug development [7] - Pianzaihuang has invested nearly 500 million yuan in various health funds since 2024, suggesting a strategic shift towards integrating its operations within the broader health industry [8][9] - The company is also exploring acquisitions to enhance its growth potential, although some transactions have faced scrutiny regarding their strategic value [10]

Group 1 - The Shanghai Composite Index opened high and the CSI 300 Pharmaceutical and Biotechnology Index reported 7370.94 points [1] - The CSI 300 Pharmaceutical and Biotechnology Index has decreased by 1.33% in the past month, increased by 5.20% in the past three months, and decreased by 0.98% year-to-date [1] - The CSI 300 Index is categorized into 11 primary industries, 35 secondary industries, over 90 tertiary industries, and more than 200 quaternary industries [1] Group 2 - The top ten weights in the CSI 300 Pharmaceutical and Biotechnology Index are: Heng Rui Medicine (24.17%), WuXi AppTec (14.58%), Pian Zai Huang (6.92%), Yunnan Baiyao (5.68%), Kelun Pharmaceutical (5.11%), East China Pharmaceutical (3.63%), New Hope Liuhe (3.58%), Shanghai Raas (3.57%), Changchun High-tech (3.53%), and Fosun Pharma (3.39%) [1] - The market share of the CSI 300 Pharmaceutical and Biotechnology Index is 61.98% from the Shanghai Stock Exchange and 38.02% from the Shenzhen Stock Exchange [2] - The industry composition of the index includes: chemical drugs (42.08%), traditional Chinese medicine (20.00%), pharmaceutical and biotechnology services (19.84%), and biological drugs (18.08%) [2] Group 3 - The index samples are 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 generally fixed until the next scheduled adjustment, with temporary adjustments made when the CSI 300 Index samples are modified [2] - Special events affecting sample companies may lead to adjustments in the industry classification of the CSI 300 Industry Index [2]

Core Viewpoint - The company has signed a technology transfer contract with Shandong Kangzhonghong Pharmaceutical Technology Development Co., Ltd. for the acquisition of all rights to the traditional Chinese medicine "Wenfei Dingchuan Granules" for 13.58 million yuan, marking a significant step in the development of an innovative drug targeting chronic obstructive pulmonary disease (COPD) [1][2]. Group 1: Project Details - "Wenfei Dingchuan Granules" is designed to treat stable chronic obstructive pulmonary disease (COPD) with symptoms of lung and kidney qi deficiency and phlegm-stasis obstructing the lungs, and currently, there are no similar traditional Chinese medicine products approved for this indication in China [2][3]. - The technology transfer includes all intellectual property rights related to the granules, including the prescription, manufacturing methods, preclinical and clinical research data, and exclusive rights for production, development, and transfer [2]. Group 2: Clinical Research Progress - Following the technology transfer, the company is rapidly advancing the clinical research process, with a recent discussion meeting for the Phase II clinical trial plan held in Guangzhou, involving over 20 renowned medical institutions and experts in the respiratory field [3]. - The successful meeting is expected to ensure the scientific, rational, and feasible design of the clinical trial plan, laying a solid foundation for the project's smooth progress [3]. Group 3: R&D Pipeline - The company has been strengthening its R&D project layout, exploring innovation paths, and currently has multiple innovative drugs in clinical research, with several entering critical stages of development [4]. - As of now, the company has 18 new drug projects under research, including 5 traditional Chinese medicine innovative drugs and 4 chemical innovative drugs in clinical research [5]. - The acquisition of the "Wenfei Dingchuan Granules" project is seen as a further enhancement and improvement of the company's existing R&D pipeline, with plans to leverage traditional Chinese medicine theories and modern R&D technologies for continuous new product development [5].

Transaction Overview - Recently, Zhangzhou Pien Tze Huang Pharmaceutical Co., Ltd. signed a technology transfer contract with Shandong Kangzhonghong Pharmaceutical Technology Development Co., Ltd. for the transfer of rights related to the traditional Chinese medicine new drug "Wenfei Dingchuan Granules" for a total fee of RMB 13.58 million [2][5] - The contract does not require approval from the board of directors or shareholders and does not constitute a related party transaction or a major asset restructuring [2][3] Counterparty Information - Shandong Kangzhonghong Pharmaceutical Technology Development Co., Ltd. is a limited liability company established on September 23, 2002, with a registered capital of RMB 30 million [3] - The company is not a dishonest executor and has no relationship with Zhangzhou Pien Tze Huang Pharmaceutical [3] Transaction Target Information - The transaction involves the intellectual property rights of "Wenfei Dingchuan Granules," including clinical trial approval notices, production rights, development rights, usage rights, and transfer rights [4] - The granules are intended for treating chronic obstructive pulmonary disease and have no similar products approved for the same indications in the domestic market [4] Contract Details - The technology transfer includes all relevant data, materials, and rights associated with "Wenfei Dingchuan Granules," with Kangzhonghong providing technical guidance during the development phase [6] - The total transfer fee is RMB 13.58 million, to be paid in installments [6] - All developed results and subsequent development rights will belong to Zhangzhou Pien Tze Huang Pharmaceutical after the contract is signed [6] Impact on the Company - The execution of the contract aligns with the company's strategic development goals and enhances its existing research pipeline, improving competitiveness and profitability [6]