Financial Performance - The company's operating revenue for the first half of 2024 was RMB 4,371,739,444.62, a decrease of 0.46% compared to RMB 4,392,000,759.73 in the same period last year[16]. - The net profit attributable to shareholders for the first half of 2024 was RMB 662,308,440.34, down 6.33% from RMB 707,094,109.36 in the previous year[16]. - The net profit after deducting non-recurring gains and losses increased by 6.31% to RMB 734,591,718.12 from RMB 691,002,965.92 in the same period last year[16]. - Basic earnings per share decreased by 5.98% to CNY 0.4433 compared to the same period last year[17]. - Net profit attributable to shareholders decreased by 6.33%, primarily due to higher losses from changes in the fair value of financial assets[18]. - Non-GAAP net profit attributable to shareholders increased by 6.31%, driven by growth in industrial revenue[18]. - The company reported a 0.46% decline in total revenue, with pharmaceutical industrial revenue growing by 4.55% and pharmaceutical commercial revenue declining by 28.08%[18]. - The company achieved a net profit of 735 million yuan in the first half of 2024, representing a year-on-year increase of 6.31%[33]. - Pharmaceutical industrial revenue reached 3.896 billion yuan, up 4.55% compared to the same period last year, with the traditional Chinese medicine segment generating 3.121 billion yuan, a growth of 3.53%[33]. Cash Flow and Investments - The net cash flow from operating activities was RMB 886,713,703.55, reflecting a 5.43% increase compared to RMB 841,061,289.85 in the previous year[16]. - The net cash flow from investing activities showed a substantial decline of 211.10%, mainly due to increased investment in financial products[65]. - The company has disposed of 36.46% of its holdings in I-MAB, recovering the entire investment cost and generating a disposal gain of RMB 591 million[75]. - The net cash flow from operating activities for the first half of 2024 was ¥826,947,139.60, an increase from ¥342,277,530.21 in the same period of 2023, representing a growth of approximately 142.3%[185]. - Cash inflow from sales of goods and services was ¥2,901,509,428.89, compared to ¥2,571,362,105.95 in the previous year, marking an increase of approximately 12.8%[184]. Research and Development - Research and development investment for the first half of 2024 was 470 million yuan, an increase of 3.50% year-on-year, reflecting the company's commitment to innovation[33]. - The company has a pipeline of 101 products under development, including 40 Class 1 innovative drugs, with 35 in clinical trials and 25 in Phase II or III trials[28]. - The company is focusing on integrating innovation in the pharmaceutical and research sectors to create a health value ecosystem centered around cardiovascular, metabolic, and oncology diseases[32]. - The company is advancing its innovative traditional Chinese medicine products, with clinical trials for various indications, including chronic heart failure and acute ischemic stroke[38]. - The company has established partnerships with authoritative experts to enhance clinical evidence for its products, adding 7 new varieties to 13 guidelines and consensus during the reporting period[35]. Marketing and Sales Strategy - The company operates a dual sales model, including self-operated pharmaceutical industrial sales and third-party product sales[23]. - The company has established a nationwide marketing network through its wholly-owned subsidiary, Tianjin Tianshili Pharmaceutical Commercial Co., Ltd.[24]. - The company is focusing on precision marketing and compliance to enhance market competitiveness and expand market share[80]. - The marketing strategy emphasizes the integration of digital and traditional channels, enhancing product coverage and ensuring market access for new products[62]. - The company is innovating its retail model by establishing strategic partnerships with chain pharmacies, focusing on integrated online and offline marketing to achieve balanced product coverage[55]. Environmental Compliance - The company reported total emissions of 0.012 tons of particulate matter and 0.053 tons of TRVOC in the first half of 2024, adhering to pollution discharge standards[97]. - The company has implemented new pollution control measures, including multi-stage activated carbon adsorption systems[97]. - The company has established a solid waste management program to ensure compliance with national regulations for hazardous waste disposal[108]. - The company has implemented noise reduction measures, ensuring that project boundary noise meets the industrial noise emission standards[109]. - The company is focused on reducing emissions and improving environmental compliance through ongoing monitoring and adjustments[102]. Corporate Governance - The company has undergone a board and supervisory committee reshuffle, with several key personnel changes, including the election of new directors and supervisors[93]. - The company has committed to maintaining an independent production, supply, sales, and financial system to protect its assets and interests[153]. - The board guarantees that all related transactions will be conducted at fair and reasonable prices[153]. - The company has established measures to compensate for any dilution of immediate returns resulting from major asset restructuring[149]. - All board members and senior management have committed to act diligently and protect the legal rights of the listed company and all shareholders[149]. Shareholder Information - The total share capital of the company is 1,493,950,005 shares[94]. - The largest shareholder, Tianjin Tianshili Biological Pharmaceutical Industry Group Co., Ltd., holds 683,481,524 shares, representing 45.75% of the total shares[163]. - The total number of ordinary shareholders as of the end of the reporting period was 68,470[162]. - The company reported a profit distribution of CNY 493,003,501.65 to shareholders during the first half of 2024[192]. - The total guarantee amount at the end of the reporting period (excluding guarantees to subsidiaries) is CNY 514,351,150.43, which accounts for 4.10% of the company's net assets[158].

天士力医药集团股份有限公司 关于为子公司提供担保的进展公告 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个别及连带责任。 重要内容提示： 被担保人名称：济南平嘉大药房有限公司（以下简称"济南平嘉"）、天津天 士力医药商业有限公司（以下简称"医药商业"）。 本次担保金额及已实际为其提供的担保余额：天士力医药集团股份有限公司 （以下简称"公司"）为济南平嘉提供担保金额为1,500万元人民币，为医药商业提 供担保金额为30,000万元人民币。截至目前，已实际为济南平嘉提供的担保余额为 1,856万元人民币，已实际为医药商业提供的担保余额为31,672万元人民币。 证券代码：600535 证券简称：天士力 编号：临 2024-032 号 一、担保情况概述 为满足公司生产经营和业务发展需求，公司分别于2024年4月12日、2024年5月 1 本次担保是否有反担保：无。 对外担保逾期的累计数量：无。 8日召开第八届董事会第26次会议和2023年年度股东大会，审议并通过了《关于2024 年度为子公司提供担保的议案》，公司预计为子公司提供的担保额度不 ...

Investment Rating - The investment rating for Tasly Pharmaceutical is maintained at OVERWEIGHT, with a target price of RMB17.30, indicating a potential upside of 25% from the closing price of RMB13.85 as of August 9, 2024 [3][10][30]. Core Insights - The controlling shareholder of Tasly, Tasly Group, plans to transfer 28% of its share capital (approximately 418 million shares) to CR Sanjiu for a total consideration of around RMB6,212 million. This acquisition is expected to enhance CR Sanjiu's industrial chain and leverage Tasly's expertise in traditional Chinese medicine and innovative pharmaceuticals [3][4]. - Tasly is projected to achieve attributable net profits of RMB1.18 billion, RMB1.31 billion, and RMB1.46 billion for the years 2024, 2025, and 2026, respectively, reflecting year-on-year growth rates of 10%, 11%, and 11% [3][4]. - The report anticipates stable business fundamentals for Tasly in 2024, with steady growth in its traditional Chinese medicine segment and a rally in sales volume for chemical drugs driven by the VBP program [5][6]. Summary by Sections Business Overview - Tasly is recognized as a leader in traditional Chinese medicine prescription drugs and has a strong R&D pipeline with 98 products in development. The company has developed blockbuster products such as Danshen and Yangxue Qingnao [4][5]. Financial Projections - Revenue is expected to grow from RMB8,593 million in 2022 to RMB10,506 million by 2026, with net profit projected to increase from a loss of RMB256.51 million in 2022 to RMB1,460 million in 2026 [8][15]. - The earnings per share (EPS) is forecasted to rise from a loss of RMB0.17 in 2022 to RMB0.98 in 2026 [8][15]. R&D and Innovation - Tasly has consistently invested in R&D, with annual expenses ranging from RMB600 million to RMB900 million since 2018, representing an R&D expense ratio of 5-10%. The company has independently developed over 20 novel TCM products, with several projects expected to submit NDAs starting in 2024-2025 [6][4]. Market Position - The acquisition by CR Sanjiu is expected to reshape Tasly's competitive landscape, integrating management systems and potentially adjusting business practices from 2025 onwards [4][5].

Investment Rating - The report assigns an "Accumulate" rating for the company [5]. Core Views - Tianshili Group plans to transfer 74,697,501 shares, representing 5% of the total share capital, to Guoxin Investment at a price of RMB 14.85 per share, totaling RMB 1.11 billion [2]. - On August 4, 2024, Tianshili Group and its concerted parties signed a share transfer agreement with China Resources Sanjiu, which intends to acquire 418,306,002 shares, accounting for 28% of the total share capital, at the same price of RMB 14.85 per share, amounting to RMB 6.212 billion [2]. - Tianshili is a leading player in the innovative Chinese medicine sector, with a strong focus on R&D, having invested 17.73% of its pharmaceutical industrial revenue in R&D in 2023. The company has 98 products in its pipeline, including 25 modern Chinese medicine products [2][3]. - The share transfer price represents a 5.47% premium over the closing price on August 2, 2024, with a corresponding valuation of RMB 22.185 billion and a PE ratio of 20.71 times based on the 2023 net profit [2]. - The partnership with China Resources Sanjiu is expected to enhance Tianshili's operational efficiency and product development capabilities [3]. Financial Summary - The company’s projected net profit for 2024-2026 is expected to be RMB 1.192 billion, RMB 1.325 billion, and RMB 1.474 billion, reflecting year-on-year growth rates of 11.3%, 11.1%, and 11.3% respectively [5][6]. - The revenue forecast for the same period is RMB 9.063 billion, RMB 9.524 billion, and RMB 10.018 billion, with growth rates of 4.5%, 5.1%, and 5.2% respectively [6]. - The gross margin is projected to improve slightly from 66.8% in 2023 to 67.6% in 2026 [6]. - The company’s PE ratio is expected to decrease from 20.0 in 2023 to 14.5 in 2026, indicating an improving valuation [6].

Investment Rating - The investment rating for the company is "Outperform the Market" and is maintained [2] Core Views - The report highlights that the entry of state-owned capital is expected to empower new development, with continuous strengthening of innovation and research capabilities in traditional Chinese medicine [6][7] - The company has a robust pipeline of innovative products, with 98 products under research as of the end of 2023, including 25 modern traditional Chinese medicine products and 18 class 1 innovative drugs [7] - The financial forecast indicates a significant recovery in net profit, with expected figures of 1.18 billion yuan, 1.30 billion yuan, and 1.39 billion yuan for 2024, 2025, and 2026 respectively, reflecting year-on-year growth rates of 10.2%, 10.1%, and 7.1% [8][11] Summary by Sections Investment Highlights - The company announced a share transfer agreement on August 4, where China Resources Sanjiu acquired 418 million shares, representing 28% of the total share capital, at a price of 14.85 yuan per share, totaling 6.212 billion yuan [6] - The integration into the China Resources system is expected to enhance resource synergy and improve the overall efficiency of the traditional Chinese medicine industry [7] Financial Performance - The company's revenue for 2023 is reported at 8.674 billion yuan, with a slight year-on-year increase of 0.4% [8] - The gross profit margin is projected to remain stable, with figures of 66.8% for 2023 and slightly decreasing to 66.2% in 2024 [11] - The earnings per share (EPS) are expected to rise from 0.72 yuan in 2023 to 0.79 yuan in 2024, indicating a positive trend in profitability [11] Research and Development - The company invested 17.73% of its pharmaceutical industrial revenue into research and development in 2023, showcasing its commitment to innovation [7] - The report emphasizes the company's leading position in the innovative research and development of traditional Chinese medicine, with a diverse pipeline that supports long-term growth [7][8]

Investment Rating - The report maintains a "Buy" rating for the company [1][2][3] Core Views - The change of actual controller to China Resources will enhance collaboration in the traditional Chinese medicine industry, improving core competitiveness across the entire industry chain [1][2] - The partnership with China Resources will bolster research and development capabilities, promoting digital transformation in traditional Chinese medicine [2] - The company has a strong marketing network and unique products, which will complement China Resources' manufacturing and commercial strengths, accelerating product pipeline development [2] Summary by Sections Investment Summary - The company is expected to achieve net profits of RMB 1.071 billion, RMB 1.075 billion, and RMB 1.135 billion for 2024-2026, with corresponding EPS of RMB 0.72, RMB 0.76, and RMB 0.85 [3][8] - The current PE ratios are projected to be 19.9x, 18.8x, and 16.8x for the respective years [3][8] Financial Performance - The company's revenue is projected to grow from RMB 8.674 billion in 2023 to RMB 10.617 billion in 2026, with a CAGR of approximately 7% [3][8] - EBITDA is expected to increase from RMB 1.925 billion in 2023 to RMB 2.134 billion in 2026 [3][8] - The net profit margin is projected to stabilize around 12.3% to 12.0% over the forecast period [8] Market Position - The company has established a strong marketing network with exclusive products in the cardiovascular medication sector, enhancing its competitive edge [2][3] - The collaboration with China Resources is anticipated to create synergies that will facilitate the launch of new products and the commercialization of R&D outcomes [2][3]

Summary of the Conference Call on the Strategic Cooperation between China Resources Sanjiu and Tianshili Industry and Companies Involved - **Industry**: Pharmaceutical Industry, focusing on Traditional Chinese Medicine (TCM) and biopharmaceuticals - **Companies**: China Resources Sanjiu (华润三九) and Tianshili (天士力) Core Points and Arguments 1. **Strategic Cooperation Overview**: The dialogue centers on a strategic cooperation plan between China Resources Sanjiu and Tianshili aimed at enhancing collaboration in TCM research and innovation, as well as across the supply chain [2][3][4] 2. **Acquisition Details**: China Resources Sanjiu plans to acquire 28% of Tianshili's shares for approximately 6.212 billion RMB, which is expected to foster mutual growth in the pharmaceutical industry, particularly in R&D innovation and market expansion [2][3][10] 3. **Leadership in TCM**: The cooperation aims to strengthen Tianshili's leadership position in the TCM sector and establish a leading brand in innovative TCM products [2][3][10] 4. **Challenges and Opportunities**: While acknowledging potential challenges in merger integration, both companies are optimistic about leveraging their strengths to achieve significant revenue and profit growth, especially in the OTC and prescription drug markets [4][12] 5. **Funding Strategy**: The acquisition will be financed through sufficient internal funds and a phased payment approach, with plans to utilize low-cost external funding for future development [5][12] 6. **Future Development Focus**: The companies will focus on the TCM niche market, particularly in the aging population sector, to solidify their industry leadership [4][12][14] 7. **OTC and Internationalization Strategy**: Both companies discussed resource sharing and complementary advantages in the OTC sector, as well as strategies for promoting TCM internationally [7][16] Other Important but Possibly Overlooked Content 1. **R&D and Product Pipeline**: Tianshili has a strong focus on modern TCM, particularly in cardiovascular medications, with a diverse product pipeline and several innovative drugs in clinical trials [9] 2. **Talent Development**: China Resources Sanjiu plans to establish training programs and ensure seamless integration of management teams to maintain stability and growth post-acquisition [15] 3. **Market Positioning**: The companies aim to differentiate their market strategies, with China Resources Sanjiu focusing on OTC and prescription drugs, while Tianshili emphasizes innovative TCM and hospital markets [14] 4. **Long-term M&A Strategy**: China Resources Sanjiu intends to continue pursuing M&A opportunities in the TCM sector, targeting companies that align with its strategic vision of becoming a leader in the industry [12][17] 5. **Regulatory Approvals**: The acquisition process includes necessary audits, evaluations, and approvals from relevant authorities, highlighting the importance of compliance in the transaction [17]

Investment Rating - The report maintains a "Buy" rating for the company [3]. Core Views - The company has signed a share transfer agreement with China Resources Sanjiu, changing its controlling shareholder and actual controller to China Resources. This transfer involves 418 million shares, accounting for 28% of the total share capital, at a price of 14.85 yuan per share, totaling 6.212 billion yuan [1]. - The partnership is expected to enhance the company's innovation capabilities, particularly in the field of traditional Chinese medicine (TCM), by integrating TCM theories with digital technology through a joint venture [1]. - The company has a strong R&D pipeline with 98 products under development, including 25 modern TCM products, which positions it well for future growth [1]. Financial Summary - The company's revenue for 2023 was 8.674 billion yuan, with a projected increase to 9.259 billion yuan in 2024, reflecting a year-on-year growth rate of 6.7% [2]. - The net profit attributable to the parent company is expected to reach 1.189 billion yuan in 2024, with a growth rate of 11.0% compared to 2023 [2]. - The earnings per share (EPS) is projected to be 0.80 yuan in 2024, increasing from 0.72 yuan in 2023 [2]. - The company’s R&D expenditure accounted for 17.73% of its pharmaceutical industrial revenue in 2023, indicating a strong commitment to innovation [1]. Financial Ratios - The projected P/E ratios for 2024, 2025, and 2026 are 18.7, 17.0, and 15.5, respectively [6]. - The return on equity (ROE) is expected to improve from 8.0% in 2023 to 9.8% in 2024 [6]. - The company's gross margin is projected to be 65.9% in 2024, slightly decreasing to 65.5% in 2025 [6].

Investment Rating - The investment rating for the company is "Buy" [5] Core Views - The control of Tian Shi Li has changed hands to China Resources Sanjiu, with the transfer of 28% of shares at a price of RMB 14.85 per share, totaling RMB 62.12 billion [3] - This transaction solidifies Tian Shi Li's position as an innovation leader and enhances China Resources Sanjiu's status in the traditional Chinese medicine industry [3] - The collaboration is expected to leverage synergies in the traditional Chinese medicine supply chain, including cultivation, R&D, smart manufacturing, and marketing [3] - A joint venture will be established to develop a multimodal large model for traditional Chinese medicine research, integrating traditional theories with digital technology [3] - The company anticipates a resolution to existing competition issues within five years post-transaction [3] Financial Summary - The projected financials for Tian Shi Li are as follows: - Revenue for 2023 is estimated at RMB 8,674 million, with a growth of 0.42%, and expected to reach RMB 9,291 million in 2024, RMB 10,124 million in 2025, and RMB 11,030 million in 2026 [4] - Net profit attributable to the parent company is projected to be RMB 1,071 million in 2023, with a significant increase of 505.34%, reaching RMB 1,342 million in 2024, RMB 1,536 million in 2025, and RMB 1,737 million in 2026 [4] - Earnings per share (EPS) are expected to be RMB 0.72 in 2023, increasing to RMB 0.90 in 2024, RMB 1.03 in 2025, and RMB 1.16 in 2026 [4] - The price-to-earnings (P/E) ratio is projected to decrease from 20.75x in 2023 to 12.80x in 2026 [4]

Investment Rating - The report maintains a "Buy-A" investment rating for the company [5] Core Views - The company is undergoing a significant change in control, with the controlling shareholder being transferred to China Resources Sanjiu, which will transform the company into a state-owned enterprise [2] - The partnership with China Resources Sanjiu is expected to enhance the company's operational efficiency and market presence through various synergies [3][10] - The report suggests monitoring key milestones during the transition, including approvals from the State-owned Assets Supervision and Administration Commission (SASAC) and changes in the board of directors [2] Summary by Sections Company Overview - The company is transitioning to a state-owned enterprise with the controlling stake being sold to China Resources Sanjiu, which will enhance its market position and operational capabilities [2] Financial Projections - Projected revenues for 2024, 2025, and 2026 are estimated at 9.09 billion, 9.73 billion, and 10.48 billion yuan respectively, with net profits expected to be 1.27 billion, 1.44 billion, and 1.63 billion yuan [12] - The report anticipates a PE ratio of 16.5, 14.6, and 12.9 for the years 2024, 2025, and 2026 respectively [12] Strategic Initiatives - The collaboration with China Resources Sanjiu is expected to leverage its strong retail network, enhancing the distribution of the company's core products [4] - The focus will be on modern traditional Chinese medicine, which is the company's most profitable segment, while streamlining other less profitable business lines [10] - The company aims to improve operational efficiency, with a strong emphasis on enhancing both research and sales capabilities [11]