证券代码：600535 证券简称：天士力 编号：临 2024-038 号 天士力医药集团股份有限公司 关于公司 2024 年半年度主要经营数据的公告 分治疗领域 营业收入 营业成本 毛利率 （%） 营业收入比上 年增减（%） 营业成本比上 年增减（%） 毛利率比上 年增减（%） 心脑血管 2,791,924,109.56 751,163,505.87 73.10 6.60 15.64 -2.10 抗肿瘤 104,687,846.04 29,050,432.57 72.25 20.20 -13.91 11.00 感冒发烧 183,587,682.71 64,615,536.35 64.80 -37.39 -40.15 1.62 肝病治疗 345,229,579.12 68,560,550.91 80.14 17.15 24.16 -1.12 其他 470,769,088.89 185,144,661.06 60.67 8.77 11.24 -0.87 医药工业小计 3,896,198,306.32 1,098,534,686.76 71.80 4.55 8.45 -1.01 医药商业小计 453,702,295 ...

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]