2025 年第一次临时股东大会会议资料 天士力医药集团股份有限公司 2025 年第一次临时股东大会会议资料 2025 年 4 月 15 日 2025 年第一次临时股东大会会议资料 天士力医药集团股份有限公司 2025 年第一次临时股东大会议程 一、会议时间： 现场会议召开时间：2025 年 4 月 15 日 14 点 30 分 网络投票系统及投票时间： 网络投票系统：上海证券交易所股东大会网络投票系统 网络投票起止时间：自 2025 年 4 月 15 日 至 2025 年 4 月 15 日 采用上海证券交易所网络投票系统，通过交易系统投票平台的投票时间为股东大会 召开当日的交易时间段，即 9:15-9:25，9:30-11:30，13:00-15:00；通过互联网投票平台的 投票时间为股东大会召开当日的 9:15-15:00。 二、会议地点：天津市北辰科技园区天士力现代中药城天士力医药集团股份有限公司会 议室 三、会议议程： （一）宣布会议正式开始 （二）宣布大会出席情况和事项的表决方法 （三）推举表决票清点人、监票人、结果宣布人 （四）宣读议案并请股东针对议案发表意见 | 序号 | 议案名称 | | --- ...

Group 1 - The core point of the news is the completion of the equity transaction between China Resources Sanjiu and Tasly, marking a significant change in Tasly's ownership structure and management [1][5][6] - China Resources Sanjiu acquired 28% of Tasly's shares for approximately 6.212 billion yuan, while Tasly's controlling shareholder changed from the Yan family to China Resources [1][4] - Following the acquisition, several senior executives at Tasly resigned, indicating a major internal restructuring [1][2] Group 2 - Tasly, founded in 1994, has faced unstable performance and over-reliance on a single product, leading to its sale [3][5] - The company experienced a significant revenue decline of 31.43% in 2021, with a net profit drop of 110.8% in 2022, marking its first loss since going public [3][5] - In 2023, Tasly reported a slight revenue increase to 8.67 billion yuan, but revenue fell again in 2024 to 8.498 billion yuan [3][5] Group 3 - The acquisition is part of China Resources' strategy to expand its presence in the traditional Chinese medicine sector, having previously acquired other pharmaceutical companies [6][5] - The integration of Tasly is expected to enhance China Resources' capabilities in innovative Chinese medicine and cardiovascular products, creating potential synergies [5][6] - Industry experts anticipate that China Resources will continue to pursue mergers and acquisitions in the Chinese medicine sector, intensifying competition among leading companies [6][5]

Investment Rating - The report maintains a "Buy" rating for the company, with a target price of 15.75 CNY based on a 21x PE valuation for 2025 [2][5]. Core Insights - The company has shown stable performance, with a slight decline in revenue for 2024 but a projected recovery in the following years. The revenue is expected to grow from 8.498 billion CNY in 2024 to 10.248 billion CNY by 2027, reflecting a compound annual growth rate (CAGR) of approximately 5.4% [4][9]. - The company is focusing on product innovation and has a robust pipeline with 98 products under development, including two classic traditional Chinese medicine formulations that are in the production application stage [9]. - The acquisition by China Resources Sanjiu is anticipated to enhance the company's competitive edge through improved management and marketing resources [9]. Financial Summary - Revenue for 2023 was 8.674 billion CNY, with a slight decrease to 8.498 billion CNY in 2024, followed by an increase to 9.069 billion CNY in 2025 [4]. - The net profit attributable to the parent company is projected to recover from 956 million CNY in 2024 to 1.423 billion CNY by 2027, with a significant growth rate of 17.6% in 2025 [4]. - The company's gross margin is expected to remain stable around 66.5% to 66.7% from 2025 to 2027, indicating consistent profitability [4].

Investment Rating - The report maintains a "Buy" rating for the company, with a target price of 15.75 CNY based on a 21x PE valuation for 2025 [2][5]. Core Insights - The company has shown stable performance, with a slight decline in revenue in 2024 but a projected recovery in the following years. The revenue for 2024 is expected to be 8.498 billion CNY, down 2.0% year-on-year, while the net profit is projected at 956 million CNY, a decrease of 10.8% [9]. - The company is focusing on product innovation and has a robust pipeline with 98 products under development, including two classic traditional Chinese medicine formulations that are in the production application stage [9]. - The acquisition by China Resources Sanjiu is expected to enhance the company's competitive edge through improved management and marketing resources [9]. Financial Performance Summary - **Revenue Forecast**: - 2023: 8.674 billion CNY - 2024: 8.498 billion CNY - 2025: 9.069 billion CNY (6.7% growth) - 2026: 9.723 billion CNY (7.2% growth) - 2027: 10.248 billion CNY (5.4% growth) [4][11] - **Net Profit Forecast**: - 2023: 1.071 billion CNY - 2024: 0.956 billion CNY - 2025: 1.124 billion CNY (17.6% growth) - 2026: 1.325 billion CNY (17.9% growth) - 2027: 1.423 billion CNY (7.4% growth) [4][11] - **Earnings Per Share (EPS)**: - 2023: 0.72 CNY - 2024: 0.64 CNY - 2025: 0.75 CNY - 2026: 0.89 CNY - 2027: 0.95 CNY [4][11] - **Profitability Ratios**: - Gross Margin: 66.8% in 2023, projected to be around 66.5% in 2025 - Net Margin: 12.3% in 2023, expected to improve to 12.4% in 2025 - Return on Equity (ROE): 8.6% in 2023, projected to be 9.1% in 2025 [4][11].

Meeting Information - The first extraordinary general meeting of shareholders for 2025 will be held on April 15, 2025, at 14:30 [1] - The meeting will take place at Tianjin Beichen Technology Park, Tianshili Modern Chinese Medicine City [1] - Voting will be conducted through a combination of on-site and online methods using the Shanghai Stock Exchange's online voting system [1] Voting Procedures - Shareholders can vote via the Shanghai Stock Exchange's online voting system, with specific time slots for trading system voting and internet platform voting on the day of the meeting [1][2] - Shareholders holding multiple accounts can aggregate their voting rights across all accounts for the same category of common and preferred shares [3][4] - Votes exceeding the number of shares held or duplicate votes will be considered invalid [5] Meeting Agenda - The meeting will review proposals that have been approved by the company's board and supervisory committee [3] - Detailed materials for the meeting will be published on the Shanghai Stock Exchange's website prior to the meeting [3] Registration and Attendance - Registration for attendance must be completed by April 11, 2025, with specific documentation required for representatives [5] - The company will cover no expenses for travel or accommodation for attending shareholders [5] Proxy Voting - Shareholders can appoint proxies to attend the meeting and vote on their behalf, with specific instructions required on the proxy form [8][10] - Each share held grants the shareholder a corresponding number of votes for the election of directors and supervisors [10][11]

Core Points - The article outlines the articles of association for Tasly Pharmaceutical Group Co., Ltd, detailing the company's legal framework and governance structure [2][3][4]. Company Overview - Tasly Pharmaceutical Group Co., Ltd was established as a joint-stock company in accordance with the Company Law of the People's Republic of China [2]. - The company was approved by the Tianjin Municipal Government and registered with the Tianjin Market Supervision Administration, with a unified social credit code of 9112000023944464XD [2][3]. Capital Structure - The registered capital of the company is RMB 1,493,950,005 [3]. - The total number of shares issued by the company is 1,493,950,005 shares, with the founding shareholders holding varying percentages of equity [6][19]. Business Objectives - The company's business objectives emphasize high technology, market orientation, marketing as a driving force, and quality assurance [4][5]. - The company aims to leverage its resources and technological advantages to enhance economic efficiency and ensure satisfactory returns for investors [4]. Share Issuance and Transfer - Shares are issued in the form of stocks, adhering to principles of openness, fairness, and justice [6][15]. - The company does not accept its own stocks as collateral [8]. Shareholder Rights and Responsibilities - Shareholders have rights to dividends, participation in shareholder meetings, and the ability to supervise company operations [9][10]. - Shareholders are obligated to comply with laws and regulations, and they cannot abuse their rights to harm the company or other shareholders [11][12]. Shareholder Meetings - The company holds annual and extraordinary shareholder meetings, with specific procedures for calling and conducting these meetings [41][43]. - Shareholder proposals must be submitted in writing and are subject to specific timelines for notification [53][55]. Voting and Resolutions - Resolutions at shareholder meetings can be ordinary or special, with different thresholds for approval [76][78]. - Voting can be conducted in person, online, or through other means, ensuring accessibility for all shareholders [80][86].

General Provisions - The purpose of the guidelines is to standardize the daily operations of Tianjin Tasly Pharmaceutical Group Co., Ltd. and clarify the responsibilities of the general manager [1] - The general manager is appointed by the board of directors and is responsible for all daily management activities of the company [1][2] - The general manager and other senior management must uphold the leadership of the Communist Party of China and implement national policies [1][2] Responsibilities and Authority - The general manager must comply with national laws and company regulations, ensuring efficient daily operations [2] - The general manager has the authority to manage daily operations, implement annual plans, and propose internal management structures [2][3] - The general manager must act in the best interest of shareholders and avoid conflicts of interest [2][3] Daily Operations - The general manager oversees daily business management and represents the company in signing contracts approved by the board [6] - In the absence of the general manager, a deputy manager must be appointed to act on their behalf [6] - The general manager is responsible for executing board decisions and must inform the board of any difficulties in implementation [6][14] Business Planning - The general manager is responsible for drafting annual business plans, investment plans, and other operational proposals [7][16] - The process for drafting business plans involves collaboration with relevant departments and submission to the board for approval [7][16] Management Structure - The general manager proposes internal organizational structures and management systems based on board decisions [8][19] - The establishment of temporary work units and specific regulations can be initiated by the general manager as needed [8][19] Reporting System - The general manager must provide timely and accurate reports to the board and supervisory committee regarding company performance and significant transactions [9][23] - An annual work report is submitted to the board, and any major events affecting investor decisions must be reported promptly [9][23] Meeting Procedures - Joint office meetings are held to discuss and resolve significant business issues, with the general manager leading these meetings [10][25] - Meeting minutes are to be documented and signed by the general manager, ensuring confidentiality of sensitive discussions [11][12][33] Information Disclosure - The general manager is responsible for reporting significant matters affecting investor decisions to the board and ensuring timely information disclosure [12][34] - The board secretary is involved in meetings where major decisions are made to provide insights on regulatory compliance [12][34]

Core Viewpoint - Tianjin Tasly Pharmaceutical Group Co., Ltd. held its 7th meeting of the 9th Board of Directors, where several key resolutions were passed, including the appointment of additional directors and supervisors, and revisions to the company's articles of association [2][3][4] Group 1: Meeting Details - The meeting was held on March 28, 2025, at 3:00 PM in Tianjin, combining in-person and video attendance [2] - Out of 9 board members, 8 attended the meeting, with one member delegating voting rights due to work commitments [2] - The meeting complied with the Company Law and the company's articles of association, confirming its legality and validity [2] Group 2: Resolutions Passed - The board unanimously approved the proposal to appoint additional directors and supervisors, with 9 votes in favor and no opposition or abstentions [3] - The board also approved the hiring of senior management personnel, with the same voting outcome [3] - Revisions to the company's General Manager Work Guidelines were approved, reflecting the company's operational needs [3] Group 3: Upcoming Actions - The first temporary shareholders' meeting of 2025 will review the first, second, and fourth proposals from the board meeting [4] - The company will publish detailed announcements regarding these resolutions on the Shanghai Stock Exchange website [4]

证券代码：600535 证券简称：天士力 编号：临 2025-028 号 天士力医药集团股份有限公司 关于召开 2025 年第一次临时股东大会的通知 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： 一、召开会议的基本情况 (一) 股东大会类型和届次 2025 年第一次临时股东大会 召开的日期时间：2025 年 4 月 15 日 14 点 30 分 召开地点：天津市北辰科技园区天士力现代中药城天士力医药集团股份有限公司 会议室 (五) 网络投票的系统、起止日期和投票时间 网络投票系统：上海证券交易所股东大会网络投票系统 网络投票起止时间：自 2025 年 4 月 15 日 至 2025 年 4 月 15 日 采用上海证券交易所网络投票系统，通过交易系统投票平台的投票时间为股东大 会召开当日的交易时间段，即 9:15-9:25，9:30-11:30，13:00-15:00；通过互联网投票 平台的投票时间为股东大会召开当日的 9:15-15:00。 (六) 融资融券、转融通、约定购回业务账户和沪股通投资者的投票程序 ...

证券代码：600535 证券简称：天士力 编号：临 2025-024 号 天士力医药集团股份有限公司 第九届董事会第 7 次会议决议公告 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个别及连带责任。 天士力医药集团股份有限公司（以下简称"公司"或"本公司"）第九届董事 会第 7 次会议通知和会议材料于 2025 年 3 月 27 日向全体董事、监事及公司高级 管理人员以直接送达、邮寄等方式发出，会议于 2025 年 3 月 28 日下午 3:00 在公 司天津本部会议室以现场与视频相结合的方式召开。会议应到董事 9 人，实到 8 人，蒋晓萌先生、孙鹤先生、蔡金勇先生、李克新先生、周水平先生、张斌先生、 王爱俭女士、韩秀桃先生出席会议，其中蒋晓萌先生、张斌先生、韩秀桃先生视 频参会。闫凯境先生因工作原因未能出席并书面委托李克新先生代为行使表决权。 公司监事、高级管理人员等相关人员列席会议。会议符合《公司法》和《公司章 程》的有关规定，会议合法、有效。经公司半数以上董事共同推举，由蔡金勇先 生现场主持本次会议，经与会人员逐项审议，通过了以 ...