General Principles - The rules aim to standardize the decision-making process and enhance the operational efficiency of the board of directors of Hangzhou Tianmu Mountain Pharmaceutical Co., Ltd. [1] - The board consists of 9 directors, including 3 independent directors, and is led by a chairman elected by a majority of the board [1][2]. Board Authority and Responsibilities - The board is responsible for convening shareholder meetings, reporting to shareholders, executing resolutions, and making key decisions regarding the company's operations and investments [2][3]. - The chairman has specific powers, including presiding over meetings, signing important documents, and making emergency decisions in extraordinary circumstances [3]. Meeting Procedures - Board meetings are categorized into regular and temporary meetings, with at least one regular meeting held in each half of the year [4][5]. - A temporary meeting must be convened under certain conditions, such as a request from shareholders holding over 10% of voting rights or a proposal from one-third of the directors [4][5]. Voting and Decision-Making - Decisions require a majority of the board members to be present, and proposals must be clearly stated in the meeting notice [10][12]. - Voting is conducted by a show of hands or written ballot, with options for approval, disapproval, or abstention [20][22]. Documentation and Record-Keeping - Meeting records must include details such as the date, attendees, agenda, and voting results, and should be signed by the directors [30][31]. - The board secretary is responsible for managing meeting archives, which must be kept for at least 10 years [36][41].

Core Viewpoint - Hangzhou Tianmu Mountain Pharmaceutical Co., Ltd. reported significant revenue growth and a return to profitability in the first half of 2025, driven by increased sales and effective management strategies [2][9]. Company Overview and Financial Indicators - The company achieved operating revenue of approximately 103.60 million yuan, a 73.97% increase compared to the same period last year [2][15]. - The total profit for the period was approximately 7.12 million yuan, a significant recovery from a loss of 21.38 million yuan in the previous year [2][15]. - The net profit attributable to shareholders was approximately 10.25 million yuan, compared to a loss of 18.50 million yuan in the same period last year [2][15]. - The net cash flow from operating activities improved by 61.35%, reaching approximately -10.87 million yuan, compared to -28.13 million yuan in the previous year [2][15]. - The company's total assets decreased by 8.33% to approximately 404.71 million yuan, while net assets attributable to shareholders increased by 19.56% to approximately 62.63 million yuan [2][15]. Business Operations - The company operates in the pharmaceutical manufacturing industry, focusing on traditional Chinese medicine, Western medicine, raw materials, and health products [3][4]. - It has established modern production bases in Hangzhou and Huangshan, compliant with national GMP standards, and holds 99 drug approval numbers [3][4]. - The marketing strategy emphasizes a "three-chain collaboration" approach, integrating the industrial chain, innovation chain, and supply chain to enhance product innovation and market coverage [3][4]. Industry Context - The pharmaceutical manufacturing industry is strategically important for national economic development, with ongoing reforms aimed at improving quality and promoting innovation [6][8]. - The "14th Five-Year Plan" encourages pharmaceutical innovation and the development of high-end production technologies, particularly in traditional Chinese medicine [6][8]. - The market for the aging population, projected to reach approximately 7 trillion yuan by 2025, presents new opportunities for growth in the health sector [7][8].

Core Viewpoint - Hangzhou Tianmu Mountain Pharmaceutical Co., Ltd. reported significant growth in revenue for the first half of 2025, with a 73.97% increase compared to the same period last year, despite a decrease in total assets by 8.33% [1] Financial Summary - Total assets at the end of the reporting period were CNY 404.71 million, down from CNY 441.46 million at the end of the previous year, representing an 8.33% decrease [1] - Operating revenue for the reporting period reached CNY 103.60 million, compared to CNY 59.55 million in the same period last year, marking a 73.97% increase [1] - The total profit for the period was CNY 7.12 million, a significant recovery from a loss of CNY 21.38 million in the previous year [1] - Net profit attributable to shareholders of the listed company was CNY 5.90 million, compared to a loss of CNY 22.06 million in the same period last year [1] - The net cash flow from operating activities improved to -CNY 10.87 million, an improvement from -CNY 28.13 million in the previous year, indicating a 61.35% increase in cash flow [1] Shareholder Information - The total number of shareholders at the end of the reporting period was 8,381 [1] - The largest shareholder, Qingdao Huilong Huaze Investment Co., Ltd., holds 29.99% of the shares, amounting to 36,519,460 shares [2] - Other significant shareholders include Qingdao Yuanjia Medical Technology Co., Ltd. with 13.27% and Zhejiang Qingfeng Original Culture Co., Ltd. with 4.26% [2]

二、监事会会议审议情况 经与会监事书面表决,会议审议并通过了如下决议： 证券代码：600671 证券简称：天目药业 公告编号：临 2025-035 杭州天目山药业股份有限公司 第十二届监事会第九次会议决议公告 本公司监事会及全体监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。 一、监事会会议召开情况 杭州天目山药业股份有限公司（以下简称"公司"）于 2025 年 8 月 26 日召 开第十二届监事会第九次会议，本次会议通知及会议材料于 2025 年 8 月 16 日以 电子或书面的方式送达各位监事。本次会议应出席监事 3 名，实际出席监事 3 名。会议由监事会主席刘德胜先生主持，本次会议的召开符合《公司法》和《公 司章程》的有关规定。本次会议审议情况如下： (一）审议并通过《关于公司 2025 年半年度报告全文及摘要的议案》 监事会认为：董事会编制和审核公司《2025 年半年度报告》及其摘要的程 序符合法律、行政法规及中国证监会的规定，报告内容真实、准确、完整地反映 了公司的实际情况，不存在任何虚假记载、误导性陈述或者重大遗漏。 具体内容详见公司 ...

Meeting Information - The third extraordinary general meeting of shareholders for 2025 will be held on September 12, 2025, at 14:00 in Hangzhou, Zhejiang Province [1] - The meeting will be conducted both in-person and via an online voting system provided by the Shanghai Stock Exchange [1][2] Voting Procedures - Shareholders can vote through the Shanghai Stock Exchange's online voting system or in person [2][3] - Shareholders with multiple accounts can aggregate their voting rights across all accounts for the same class of shares [2][3] - The voting period for the online system is from 9:15 to 15:00 on the day of the meeting [1] Agenda Items - The meeting will review several proposals, including the cancellation of the supervisory board and amendments to corporate governance systems [1][4] - Specific proposals include the revision of the salary management system for directors and senior management [5] Attendance Requirements - Shareholders must be registered by the close of trading on September 8, 2025, to attend the meeting [3] - Documentation required for attendance includes valid identification and, if applicable, a power of attorney for representatives [4][5]

证券代码：600671 证券简称：天目药业 公告编号：临 2025-037 杭州天目山药业股份有限公司 关于召开2025年第三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。 召开的日期时间：2025 年 9 月 12 日 14 点 00 分 召开地点：浙江省杭州市博亚时代中心 1803 室会议室 (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 股东大会召开日期：2025年9月12日 本次股东大会采用的网络投票系统：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 9 月 12 日 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年第三次临时股东大会 (二)股东大会召集人：董事会 (三)投票方式：本次股东大会所采用的表决方式是现场投票和网络投票相结合的 方式 (四)现场会议召开的日期、时间和地点 二、 会议审议事项 (七)涉及公开征集股东投票权 无 至2025 年 9 月 12 日 | 序号 | 议案名称 | 投 ...

证券代码：600671 证券简称：天目药业 公告编号：临 2025-035 杭州天目山药业股份有限公司 第十二届监事会第九次会议决议公告 本公司监事会及全体监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。 一、监事会会议召开情况 杭州天目山药业股份有限公司（以下简称"公司"）于 2025 年 8 月 26 日召 开第十二届监事会第九次会议，本次会议通知及会议材料于 2025 年 8 月 16 日以 电子或书面的方式送达各位监事。本次会议应出席监事 3 名，实际出席监事 3 名。会议由监事会主席刘德胜先生主持，本次会议的召开符合《公司法》和《公 司章程》的有关规定。本次会议审议情况如下： 表决结果：同意票 3 票，反对票 0 票，弃权票 0 票。 （二）审议并通过《关于取消监事会并废止<议事规则>的议案》 1 经审议，监事会认为：本次调整内部监督机构，不再设置监事会和监事，《杭 州天目山药业股份有限公司监事会议事规则》相应废止，《公司法》规定的监事 会职权由董事会审计委员会行使，符合《公司法》《上市公司章程指引》《关于新 <公司法>配套制度规则实施 ...

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。 一、董事会会议召开情况 杭州天目山药业股份有限公司（以下简称"公司"）于 2025 年 8 月 26 日以 现场结合通讯表决方式召开了第十二届董事会第十四次会议。本次会议通知及会 议材料于 2025 年 8 月 16 日以电子或书面的方式送达各位董事。本次会议应出席 董事 9 名，实际出席董事 9 名。会议由董事长刘加勇先生主持，公司监事、高级 管理人员列席会议。 本次会议的召开符合《中华人民共和国公司法》和《公司章程》的有关规定。 本次会议审议情况如下： 证券代码：600671 证券简称：天目药业 公告编号：临 2025-034 杭州天目山药业股份有限公司 第十二届董事会第十四次会议决议公告 经与会董事表决，会议审议并通过了如下决议： （一）审议并通过《关于公司 2025 年半年度报告全文及摘要的议案》 经审核，公司 2025 年半年度报告全文及其摘要真实反映了公司 2025 年半年 度的财务状况和经营成果，编制程序符合相关法律法规、中国证券监督管理委员 会和上海证券交易所的相 ...

Section I Definitions [Definitions of Common Terms](index=4&type=section&id=Definitions%20of%20Common%20Terms) This section defines key terms, ensuring clarity on professional and company-specific terminology for readers - The reporting period refers to **January 1, 2025, to June 30, 2025**[14](index=14&type=chunk) - Tianmu Pharmaceutical, the Company, and Company all refer to **Hangzhou Tianmu Mountain Pharmaceutical Co., Ltd**[14](index=14&type=chunk) - GMP refers to **Good Manufacturing Practice for Pharmaceuticals**[14](index=14&type=chunk) Section II Company Profile and Key Financial Indicators [I. Company Information](index=4&type=section&id=I.%20Company%20Information) This section introduces the company's basic registration information, including its Chinese name, abbreviation, foreign name, and legal representative - The company's Chinese name is Hangzhou Tianmu Mountain Pharmaceutical Co., Ltd., abbreviated as **Tianmu Pharmaceutical**[13](index=13&type=chunk) - The company's legal representative is **Liu Jiayong**[13](index=13&type=chunk) [II. Contact Person and Contact Information](index=5&type=section&id=II.%20Contact%20Person%20and%20Contact%20Information) This section provides contact information for the company's Board Secretary and Securities Affairs Representative, facilitating investor communication - The Board Secretary is **Dang Guojun**, and the Securities Affairs Representative is **Chen Guoxun**[15](index=15&type=chunk) - The contact number is **0571-63722229**, and the email address is **tianmuyaoye@126.com**[15](index=15&type=chunk) [III. Introduction to Changes in Basic Information](index=5&type=section&id=III.%20Introduction%20to%20Changes%20in%20Basic%20Information) This section outlines the historical changes in the company's registered address and lists the current office address - The company's registered address changed to **No. 18 Shangyang Road, Jinnan Street, Lin'an District, Hangzhou City, Zhejiang Province** in November 2019[16](index=16&type=chunk) - The company's office address is **Room 1803, Boya Times Center, Xiaoshan District, Hangzhou City, Zhejiang Province**[16](index=16&type=chunk) [IV. Introduction to Changes in Information Disclosure and Document Storage Locations](index=5&type=section&id=IV.%20Introduction%20to%20Changes%20in%20Information%20Disclosure%20and%20Document%20Storage%20Locations) This section specifies the company's designated information disclosure newspaper, the website address for the semi-annual report, and the report's storage location - The company's designated information disclosure newspaper is **Securities Daily**[17](index=17&type=chunk) - The website address for publishing the semi-annual report is **http://www.sse.com.cn**[17](index=17&type=chunk) [V. Company Stock Overview](index=5&type=section&id=V.%20Company%20Stock%20Overview) This section provides the company's stock listing information, including stock type, listing exchange, stock abbreviation, code, and previous abbreviation - The company's stock is **A-shares**, listed on the **Shanghai Stock Exchange**, with stock abbreviation **Tianmu Pharmaceutical** and stock code **600671**[18](index=18&type=chunk) - The previous stock abbreviation was **ST Muyuan**[18](index=18&type=chunk) [VII. Key Accounting Data and Financial Indicators](index=5&type=section&id=VII.%20Key%20Accounting%20Data%20and%20Financial%20Indicators) This section summarizes the company's key accounting data and financial indicators, reflecting its operating results and financial position, showing significant revenue growth and a return to profitability Key Accounting Data (January-June 2025 vs. Prior Year Period) | Key Accounting Data | Current Period (Jan-Jun) | Prior Year Period | Change from Prior Year Period (%) | | :--- | :--- | :--- | :--- | | Operating Revenue (yuan) | 103,597,373.91 | 59,548,398.28 | 73.97 | | Total Profit (yuan) | 7,118,740.85 | -21,382,023.77 | Not applicable | | Net Profit Attributable to Shareholders of Listed Company (yuan) | 10,247,808.74 | -18,500,728.95 | Not applicable | | Net Profit Attributable to Shareholders of Listed Company After Deducting Non-Recurring Gains and Losses (yuan) | 5,903,269.48 | -22,057,080.85 | Not applicable | | Net Cash Flow from Operating Activities (yuan) | -10,872,094.27 | -28,128,424.22 | 61.35 | Key Financial Indicators (January-June 2025 vs. Prior Year Period) | Key Financial Indicators | Current Period (Jan-Jun) | Prior Year Period | Change from Prior Year Period (%) | | :--- | :--- | :--- | :--- | | Basic Earnings Per Share (yuan/share) | 0.0842 | -0.1519 | Not applicable | | Diluted Earnings Per Share (yuan/share) | 0.0842 | -0.1519 | Not applicable | | Basic Earnings Per Share After Deducting Non-Recurring Gains and Losses (yuan/share) | 0.0485 | -0.1811 | Not applicable | | Weighted Average Return on Net Assets (%) | 17.8199 | -66.3401 | Not applicable | | Weighted Average Return on Net Assets After Deducting Non-Recurring Gains and Losses (%) | 10.2652 | -79.0925 | Not applicable | Assets and Liabilities Data (End of Current Period vs. End of Prior Year) | Indicator | End of Current Period (yuan) | End of Prior Year (yuan) | Change from End of Prior Year (%) | | :--- | :--- | :--- | :--- | | Net Assets Attributable to Shareholders of Listed Company | 62,631,693.54 | 52,383,884.80 | 19.56 | | Total Assets | 404,706,947.80 | 441,463,237.69 | -8.33 | [VIII. Non-Recurring Gains and Losses Items and Amounts](index=6&type=section&id=VIII.%20Non-Recurring%20Gains%20and%20Losses%20Items%20and%20Amounts) This section details the non-recurring gains and losses items and their amounts for the reporting period, totaling **4,344,539.26 yuan**, primarily including other non-operating income and expenses, and government grants Non-Recurring Gains and Losses Items and Amounts | Non-Recurring Gains and Losses Item | Amount (yuan) | | :--- | :--- | | Gains and losses from disposal of non-current assets | -659,717.50 | | Government grants recognized in current profit or loss | 189,158.28 | | Other non-operating income and expenses apart from the above | 4,513,033.85 | | Other gains and losses items that meet the definition of non-recurring gains and losses | 3,095.89 | | Less: Income tax impact | 37.79 | | Impact on minority interests (after tax) | -299,006.53 | | Total | 4,344,539.26 | Section III Management Discussion and Analysis [I. Description of the Company's Industry and Main Business Operations During the Reporting Period](index=7&type=section&id=I.%20Description%20of%20the%20Company%27s%20Industry%20and%20Main%20Business%20Operations%20During%20the%20Reporting%20Period) This section outlines the company's pharmaceutical manufacturing industry, core business, operating model, and market trends, emphasizing its strategic presence in drug manufacturing, distribution, medical training, and health - The company operates in the **pharmaceutical manufacturing industry**, with main businesses including R&D, manufacturing, and sales of **traditional Chinese medicine, Western medicine, and raw materials**, as well as **drug distribution, medical technology training, equipment sales services, and the broader health sector**[26](index=26&type=chunk)[28](index=28&type=chunk)[29](index=29&type=chunk) - The company holds **99 drug approval numbers**, including **7 exclusive ones**, focusing on the inheritance and innovation of classic traditional Chinese medicine formulas and breakthroughs in modern traditional Chinese medicine preparation technology[27](index=27&type=chunk)[28](index=28&type=chunk) - The pharmaceutical industry is influenced by policies such as **medical insurance cost control and centralized procurement**, while the **'14th Five-Year Plan' encourages pharmaceutical innovation and the development of traditional Chinese medicine**, and the **silver economy market size is projected to grow significantly**, bringing new opportunities to the industry[33](index=33&type=chunk)[34](index=34&type=chunk) [(I) Main Businesses Engaged by the Company](index=7&type=section&id=(I)%20Main%20Businesses%20Engaged%20by%20the%20Company) The company's business covers four major segments: pharmaceutical manufacturing, drug distribution, medical training, and the broader health sector, possessing multiple production bases and **99 drug approval numbers**, actively promoting R&D and market expansion - The company owns two GMP-certified modern production bases in Hangzhou and Huangshan, holding a total of **99 drug approval numbers**, with **7 being exclusive approval numbers**[27](index=27&type=chunk)[28](index=28&type=chunk) - Key products include **Amoxicillin and Clavulanate Potassium Tablets, Liuwei Dihuang Oral Liquid, Heche Dazao Capsules, Menthol, Mentha Oil**, and enjoy high market recognition[28](index=28&type=chunk) - The company achieves product innovation through a **'three-chain synergy' strategy** (industry chain, innovation chain, supply chain), building a 'pyramid-shaped' product hierarchy and actively exploring online marketing platforms[28](index=28&type=chunk) [(II) Company's Operating Model](index=8&type=section&id=(II)%20Company%27s%20Operating%20Model) The company has established comprehensive procurement, production, and sales models, with centralized bidding and qualified supplier management for procurement, strict adherence to GMP standards for production, and both direct and distribution sales models, while expanding into drug distribution and medical device/training businesses - The procurement model adopts **centralized bidding**, evaluating suppliers across four dimensions: quality, technology, service, and price, to establish long-term stable strategic partnerships[31](index=31&type=chunk) - The production model strictly adheres to national **Good Manufacturing Practice (GMP) requirements**, covering the entire drug production process to ensure product quality, safety, and efficacy[31](index=31&type=chunk) - The sales model includes **direct sales** (directly to drug distribution enterprises and other terminals) and **distribution** (sales promotion through distributors), and has established **Jiahe Pharmaceutical as a GSP-qualified sales platform**[31](index=31&type=chunk)[32](index=32&type=chunk) [(III) Industry Development Status](index=10&type=section&id=(III)%20Industry%20Development%20Status) The pharmaceutical manufacturing industry, as a strategic sector, is driven by the "14th Five-Year Plan," traditional Chinese medicine quality improvement policies, and the development of the silver economy, moving towards innovation, high-quality development, and digital transformation - The **'14th Five-Year Plan' encourages pharmaceutical innovation and R&D**, the development of high-end preparation production technologies, and the promotion of traditional Chinese medicine reform and development[33](index=33&type=chunk) - The General Office of the State Council issued the **'Opinions on Improving the Quality of Traditional Chinese Medicine and Promoting High-Quality Development of the Traditional Chinese Medicine Industry'**, providing top-level design for the industry's development[33](index=33&type=chunk) - The **silver economy market size is projected to grow to 30 trillion yuan by 2035**, bringing new development opportunities for the pharmaceutical industry[34](index=34&type=chunk) [II. Discussion and Analysis of Operations](index=10&type=section&id=II.%20Discussion%20and%20Analysis%20of%20Operations) In the first half of 2025, the company focused on "stabilizing pharmaceuticals, promoting health, and turning losses into profits," achieving double-digit growth in revenue and net profit, successfully lifting the "ST" risk warning, and actively advancing work in production, channels, products, and management, revitalizing its operations - In the first half of the year, the company achieved operating revenue of **103.60 million yuan**, a year-on-year increase of **73.97%**, and net profit attributable to owners of the parent company of **10.25 million yuan**, successfully **turning losses into profits**[37](index=37&type=chunk) - Effective May 20, 2025, the company successfully **lifted the 'other risk warning'**, and its stock abbreviation changed from 'ST Muyuan' to **'Tianmu Pharmaceutical'**, marking its entry into a new phase of vitality[36](index=36&type=chunk)[37](index=37&type=chunk) - In the first half of the year, the company made significant progress in **strict control of production risks, improving channel construction, revitalizing dormant products, and optimizing its management system**[37](index=37&type=chunk)[38](index=38&type=chunk)[39](index=39&type=chunk)[40](index=40&type=chunk) [(I) Strict Control of Production Risks, Solidifying the Foundation for Development](index=11&type=section&id=(I)%20Strict%20Control%20of%20Production%20Risks%2C%20Solidifying%20the%20Foundation%20for%20Development) The company strictly adheres to GMP management requirements, implementing full-chain quality management from raw material procurement to product release, obtaining **25 drug re-registration approval numbers** in the first half of the year, and accelerating the construction of the Huangshan Tianmu capacity enhancement and technical transformation project - The company strictly adheres to **GMP management requirements**, implementing full-chain quality management for products to ensure a **100% ex-factory pass rate**[37](index=37&type=chunk) - In the first half of the year, **25 drug re-registration approval numbers** were obtained, and all other re-registration varieties have been accepted[38](index=38&type=chunk) - The main structure of the first phase of the **Huangshan Tianmu capacity enhancement and technical transformation project** was topped out in May 2025, with production expected by the **end of 2026**[38](index=38&type=chunk) [(II) Improving Channel Construction, Expanding Market Space](index=11&type=section&id=(II)%20Improving%20Channel%20Construction%2C%20Expanding%20Market%20Space) The company comprehensively promotes channel construction in pharmaceutical manufacturing, raw materials, drug distribution, and health product sales, effectively increasing market coverage and sales scale through self-built marketing networks, market segmentation, expanding professional pharmaceutical services, and online-offline integration - In pharmaceutical manufacturing, **Jiahe Pharmaceutical** was established to build a self-owned marketing network, forming a **'recruitment + agency' system** to enhance national product coverage[38](index=38&type=chunk) - In drug distribution, **Sanshentai Baofeng's business** has expanded to traditional Chinese medicine clinics and halls in East China, South China, and other regions, offering services such as **decoction preparation and delivery**[39](index=39&type=chunk) - In health product sales, relying on northern and southern sales centers, the company actively participates in large marketing events, leverages shareholder resources, and expands e-commerce channels such as **Taobao**[39](index=39&type=chunk) [(III) Market-Oriented Approach, Revitalizing Dormant Products](index=12&type=section&id=(III)%20Market-Oriented%20Approach%2C%20Revitalizing%20Dormant%20Products) The company is committed to the inheritance and innovation of traditional Chinese medicine, focusing on a "boutique traditional Chinese medicine" development strategy, re-evaluating and re-developing existing varieties, and accelerating the resumption of production and marketization of "dormant products" - The company focuses on revitalizing **'dormant products'** such as **Pearl Eye Drops, Compound Fresh Bamboo Juice Liquid, and Baihe Gujin Oral Liquid**[40](index=40&type=chunk) - Research is conducted by integrating factors such as prescription, process, efficacy, and market, covering aspects like formulation, pharmacological activity, process optimization, and sensory evaluation, to accelerate the approval for resuming product production inspections[40](index=40&type=chunk) [(IV) Optimizing Management System, Promoting Standardized Operations](index=12&type=section&id=(IV)%20Optimizing%20Management%20System%2C%20Promoting%20Standardized%20Operations) The company comprehensively enhances its overall management level and standardized operation capabilities by optimizing management systems, streamlining approval processes, deepening organizational synergy, and strengthening subsidiary supervision and management - The management team promotes **optimization of management systems**, streamlines approval processes, and improves business circulation efficiency[40](index=40&type=chunk) - Through regular operational meetings and special conferences, the company deepens **organizational synergy** and clarifies responsibilities[40](index=40&type=chunk) - The company continuously strengthens **supervision and management of subsidiaries**, conducts self-inspections of system and process construction, utilizes internal audit functions, and promotes standardized operations of subsidiaries[40](index=40&type=chunk) [III. Analysis of Core Competitiveness During the Reporting Period](index=12&type=section&id=III.%20Analysis%20of%20Core%20Competitiveness%20During%20the%20Reporting%20Period) Leveraging its profound historical heritage, rich drug approval documents, professional marketing team, and strict quality management system, the company has formed four core competitive advantages: brand, product, marketing, and quality - The company owns well-known brands such as **'Tianmu Mountain,' 'Xin'an River,' and 'Huangshan,'** with **'Tianmu Mountain Traditional Chinese Medicine Culture'** listed as an intangible cultural heritage of Zhejiang Province, demonstrating strong brand influence[41](index=41&type=chunk) - The company holds **99 drug approval numbers and 5 health product approval numbers**, with **67 varieties included in the medical insurance catalog**, and possesses multiple national exclusive varieties, forming a comprehensive product line[41](index=41&type=chunk) - Leveraging the opportunity of state-owned capital entry, the company has assembled an experienced management team, established northern and southern sales centers, and continuously expanded marketing channels by relying on **Qingdao state-owned assets resources and local policies**[42](index=42&type=chunk)[43](index=43&type=chunk) - The company adheres to the principle of **'quality first, brand paramount,'** possessing standard production workshops certified by national GMP and comprehensive quality testing equipment[43](index=43&type=chunk) [IV. Major Operating Conditions During the Reporting Period](index=13&type=section&id=IV.%20Major%20Operating%20Conditions%20During%20the%20Reporting%20Period) This section analyzes the company's financial statement item changes, the impact of non-core businesses on profit, asset and liability status, and investment activities, revealing improvements in operating performance, adjustments in asset structure, and strategic investment布局 - Operating revenue increased by **73.97%** year-on-year, primarily due to increased revenue from **Huangshan Tianmu, Qingdao Tianmu Mountain, and Sanshentai Baofeng**[44](index=44&type=chunk) - Net cash flow from operating activities increased by **61.35%** year-on-year, mainly due to an increase of **32.43 million yuan** in cash received from sales of goods and provision of services[44](index=44&type=chunk) - Changes in non-core business profit primarily stemmed from **2.99 million yuan in relocation subsidies** and **1.57 million yuan in debt restructuring gains** for Huangshan Tianmu[46](index=46&type=chunk) [(I) Analysis of Main Business Operations](index=13&type=section&id=(I)%20Analysis%20of%20Main%20Business%20Operations) The company's main business revenue and costs both increased significantly, with operating revenue growing by **73.97%**, primarily driven by contributions from Huangshan Tianmu, Qingdao Tianmu Mountain, and Sanshentai Baofeng, and a notable improvement in net cash flow from operating activities Analysis of Changes in Financial Statement Items (Current Period vs. Prior Year Period) | Item | Current Period Amount (yuan) | Prior Year Period Amount (yuan) | Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 103,597,373.91 | 59,548,398.28 | 73.97 | | Operating Cost | 59,951,092.44 | 43,458,675.67 | 37.95 | | Selling Expenses | 6,399,486.78 | 4,554,216.37 | 40.52 | | Administrative Expenses | 29,653,362.27 | 31,789,446.65 | -6.72 | | Financial Expenses | 3,214,080.59 | 4,260,602.06 | -24.56 | | R&D Expenses | 0.00 | 106,796.12 | -100.00 | | Net Cash Flow from Operating Activities | -10,872,094.27 | -28,128,424.22 | 61.35 | | Net Cash Flow from Investing Activities | -19,598,473.16 | -9,977,465.06 | -96.43 | | Net Cash Flow from Financing Activities | -2,629,198.95 | -7,580,475.03 | 65.32 | - The change in operating revenue was primarily due to increases of **9.08 million yuan** from Huangshan Tianmu, **12.92 million yuan** from Qingdao Tianmu Mountain, and **4.54 million yuan** from Sanshentai Baofeng[44](index=44&type=chunk) - The change in net cash flow from operating activities was mainly due to an increase of **32.43 million yuan** in cash received from sales of goods and provision of services compared to the prior year period[44](index=44&type=chunk) [(II) Explanation of Significant Profit Changes Caused by Non-Core Businesses](index=13&type=section&id=(II)%20Explanation%20of%20Significant%20Profit%20Changes%20Caused%20by%20Non-Core%20Businesses) During the reporting period, significant changes in the company's profit were partly due to non-core businesses, primarily including relocation subsidies and debt restructuring gains, which positively impacted the company's profit - The listed company and Huangshan Tianmu received a total of **2.99 million yuan** in relocation subsidies[46](index=46&type=chunk) - Huangshan Tianmu realized **1.57 million yuan** in debt restructuring gains[46](index=46&type=chunk) [(III) Analysis of Assets and Liabilities](index=14&type=section&id=(III)%20Analysis%20of%20Assets%20and%20Liabilities) The company's asset and liability structure underwent several changes at the end of the reporting period, with a decrease in monetary funds, a significant increase in accounts receivable and construction in progress, and a substantial decrease in taxes payable and other payables, reflecting adjustments in the company's operating and investment activities Changes in Assets and Liabilities (End of Current Period vs. End of Prior Year) | Item Name | End of Current Period Amount (yuan) | Proportion of Total Assets at End of Current Period (%) | End of Prior Year Amount (yuan) | Proportion of Total Assets at End of Prior Year (%) | Change from End of Prior Year (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | Monetary Funds | 25,367,141.74 | 6.27 | 65,724,985.87 | 14.89 | -61.40 | | Accounts Receivable | 113,431,446.03 | 28.03 | 96,565,118.72 | 21.87 | 17.47 | | Construction in Progress | 9,093,268.10 | 2.25 | 1,253,350.94 | 0.28 | 625.52 | | Taxes Payable | 4,343,460.18 | 1.07 | 15,659,645.82 | 3.55 | -72.26 | | Other Payables | 19,766,084.80 | 4.88 | 35,019,264.50 | 7.93 | -43.56 | | Total Equity Attributable to Parent Company Shareholders | 62,631,693.54 | 15.48 | 52,383,884.80 | 11.87 | 19.56 | - Monetary funds decreased by **61.40%**, mainly due to payments for purchases and various renovation projects[47](index=47&type=chunk) - Construction in progress increased by **625.52%**, primarily due to an increase of **7.84 million yuan** in project investments by wholly-owned subsidiary Huangshan Tianmu[47](index=47&type=chunk) - Total restricted assets at period-end amounted to **59,850,279.73 yuan**, mainly comprising bank acceptance bill deposits, engineering payment guarantee deposits, bank guarantee deposits, and fixed assets and intangible assets pledged for loans[50](index=50&type=chunk) [(IV) Investment Analysis](index=15&type=section&id=(IV)%20Investment%20Analysis) The company engaged in equity and non-equity investments, including a **50 million yuan** capital increase to wholly-owned subsidiary Huangshan Tianmu to boost production capacity, and the joint establishment of Jiahe Pharmaceutical with a partner, acquiring control, while also advancing the Lin'an Pharmaceutical Center plant relocation and renovation project - The company increased capital in its wholly-owned subsidiary Huangshan Tianmu by **50 million yuan** using its own funds, raising the registered capital to **80 million yuan**, to promote capacity enhancement and technical transformation project construction[51](index=51&type=chunk) - The company, through its wholly-owned subsidiary Huangshan Tianmu, jointly invested with a partner to establish **Jiahe Pharmaceutical**, with Huangshan Tianmu holding **42%** equity, and acquired control of Jiahe Pharmaceutical by signing a **'Concerted Action Agreement'** with Kanghe Technology, thus including it in the consolidated financial statements[52](index=52&type=chunk)[53](index=53&type=chunk)[58](index=58&type=chunk) - The first phase of the **Lin'an Pharmaceutical Center plant relocation and renovation project** has invested over **47.30 million yuan**, with **Amoxicillin and Clavulanate Potassium Tablets** having resumed production and sales, and the re-production of **Pearl Eye Drops** is being actively promoted[56](index=56&type=chunk) [(VI) Analysis of Major Holding and Associate Companies](index=18&type=section&id=(VI)%20Analysis%20of%20Major%20Holding%20and%20Associate%20Companies) This section lists the basic information and financial data of the company's major holding subsidiaries, including their business nature, registered capital, total assets, net assets, operating revenue, operating profit, and net profit, and explains the reason for including Jiahe Pharmaceutical in the consolidated financial statements Financial Performance of Major Subsidiaries (Unit: yuan) | Company Name | Company Type | Main Business | Registered Capital (yuan) | Total Assets (yuan) | Net Assets (yuan) | Operating Revenue (yuan) | Operating Profit (yuan) | Net Profit (yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Huangshan Tianmu Pharmaceutical Co., Ltd. | Subsidiary | Traditional Chinese Medicine Preparations, Proprietary Chinese Medicines | 80,000,000 | 96,137,100 | 13,341,000 | 13,853,600 | -1,841,900 | 74,100 | | Huangshan Tianmu Mentha Pharmaceutical Co., Ltd. | Subsidiary | Raw Materials, Menthol, Mentha Oil | 9,750,000 | 82,172,300 | 27,919,500 | 16,557,100 | -358,200 | -376,300 | | Hangzhou Sanshentai Baofeng Traditional Chinese Medicine Co., Ltd. | Subsidiary | Traditional Chinese Medicine Wholesale, Economic Information Consulting, etc. | 1,000,000 | 45,232,600 | 13,569,700 | 21,375,200 | -964,200 | -816,700 | | Shanghai Tianmu Mountain Pharmaceutical Technology Co., Ltd. | Subsidiary | Pharmaceutical Wholesale | 3,000,000 | 3,797,800 | 2,937,600 | 3,450,100 | 1,525,500 | 1,555,600 | | Qingdao Simulation Medical Technology Co., Ltd. | Subsidiary | Medical Training | 50,000,000 | 61,523,200 | 22,540,700 | 335,600 | -7,638,000 | -7,644,300 | | Qingdao Tianmu Mountain Medical Technology Co., Ltd. | Subsidiary | Medical Device Sales, Medical Device Operations | 20,000,000 | 22,684,400 | 12,098,900 | 2,952,900 | 1,602,900 | 1,642,500 | | Qingdao Tianmu Mountain Health Technology Co., Ltd. | Subsidiary | Pharmaceutical, Health Product Sales | 3,000,000 | 73,415,200 | 15,143,700 | 13,211,500 | 4,300,300 | 3,421,600 | | Zhejiang Jiahe Kangyuan Pharmaceutical Co., Ltd. | Subsidiary | Pharmaceutical Wholesale | 10,000,000 | 12,433,500 | 3,099,000 | 1,201,300 | 49,100 | 99,000 | - Jiahe Pharmaceutical was included in Tianmu Pharmaceutical's consolidated financial statements after Huangshan Tianmu signed a **'Concerted Action Agreement'** with Kanghe Technology, granting the company **63%** of its voting rights and a majority of board seats[58](index=58&type=chunk) [V. Other Disclosure Matters](index=19&type=section&id=V.%20Other%20Disclosure%20Matters) This section details six major categories of risks the company may face, including policy, product R&D, product quality, concentration of leading products, accounts receivable, environmental, and safety risks, and outlines the company's strategies and measures to address these risks - The company faces **policy risks**, such as adjustments to the medical insurance catalog and medical insurance payment reforms, which may affect product entry into clinical pathways[59](index=59&type=chunk)[60](index=60&type=chunk) - Product R&D is characterized by **long cycles, high difficulty, and significant investment**, posing risks such as inability to launch successfully, extended cycles, and loss of key technologies or talent[60](index=60&type=chunk) - Leading products (such as **Liuwei Dihuang Oral Liquid, Heche Dazao Capsules**, etc.) are relatively concentrated, and their production and sales status directly determine the company's revenue and profitability, posing **performance fluctuation risks**[60](index=60&type=chunk) - Accounts receivable increase with business growth, posing the risk of **bad debts**; the company has adopted measures such as strengthening assessments, regular reconciliation, and strict credit management to control this risk[61](index=61&type=chunk) [(I) Potential Risks](index=19&type=section&id=(I)%20Potential%20Risks) The company identified and disclosed six major risks, including policy adjustments, R&D failures, product quality issues, reliance on leading products, accounts receivable bad debts, and environmental and safety incidents, emphasizing proactive response and management measures - Policy risk: Normalization of adjustments to the medical insurance catalog and essential drug catalog, and medical insurance payment reforms may prevent the company's products from entering corresponding disease or diagnosis-related group clinical pathways[59](index=59&type=chunk)[60](index=60&type=chunk) - Product R&D risk: Long cycle, high difficulty, and significant investment, with risks such as inability to launch successfully, extended cycles, and loss of key technologies or talent[60](index=60&type=chunk) - Risk of concentrated leading products: Abnormal fluctuations in the production and sales of leading products such as Liuwei Dihuang Oral Liquid and Heche Dazao Capsules will have a significant impact on the company's performance[60](index=60&type=chunk) - Environmental and safety risks: Increased national environmental supervision, with pharmaceutical enterprises facing higher environmental standardization management and pollution prevention requirements, posing risks of environmental accidents and production safety incidents[62](index=62&type=chunk) Section IV Corporate Governance, Environment, and Society [I. Changes in Directors, Supervisors, and Senior Management](index=22&type=section&id=I.%20Changes%20in%20Directors%2C%20Supervisors%2C%20and%20Senior%20Management) During the reporting period, Mr. Yu Hongjian resigned as a director, deputy general manager, and CFO due to work adjustments; the board appointed Mr. Leng Liang as deputy general manager and Ms. Wang Yihui as CFO, and Ms. Wang Yihui was elected as a non-independent director - Mr. Yu Hongjian resigned from his positions as **company director, deputy general manager, and CFO**[65](index=65&type=chunk) - Mr. Leng Liang was appointed as **deputy general manager**, and Ms. Wang Yihui was appointed as **CFO**[65](index=65&type=chunk) - Ms. Wang Yihui was elected as a **non-independent director** of the company's twelfth board of directors[66](index=66&type=chunk) [II. Profit Distribution or Capital Reserve Conversion Plan](index=22&type=section&id=II.%20Profit%20Distribution%20or%20Capital%20Reserve%20Conversion%20Plan) The company has no profit distribution or capital reserve conversion plan applicable for this semi-annual report - This semi-annual report does not include a **profit distribution plan or a capital reserve to share capital conversion plan**[67](index=67&type=chunk) [III. Status and Impact of Company Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures](index=22&type=section&id=III.%20Status%20and%20Impact%20of%20Company%20Equity%20Incentive%20Plans%2C%20Employee%20Stock%20Ownership%20Plans%2C%20or%20Other%20Employee%20Incentive%20Measures) During the reporting period, the company had no disclosed equity incentive, employee stock ownership plans, or other employee incentive measures with subsequent progress or changes - During the reporting period, the company had **no progress or changes related to equity incentive plans, employee stock ownership plans, or other employee incentive measures**[68](index=68&type=chunk) [IV. Environmental Information of Listed Companies and Their Major Subsidiaries Included in the List of Enterprises Required to Disclose Environmental Information by Law](index=23&type=section&id=IV.%20Environmental%20Information%20of%20Listed%20Companies%20and%20Their%20Major%20Subsidiaries%20Included%20in%20the%20List%20of%20Enterprises%20Required%20to%20Disclose%20Environmental%20Information%20by%20Law) The company and two major subsidiaries are included in the list of enterprises required to disclose environmental information by law, with information disclosed through the National Pollutant Discharge Permit Management Information Platform and Anhui Province Enterprise Environmental Information Disclosure System - A total of **3 enterprises**, including the company, Huangshan Tianmu Mentha Pharmaceutical Co., Ltd., and Huangshan Tianmu Pharmaceutical Co., Ltd., are included in the list of enterprises required to disclose environmental information by law[69](index=69&type=chunk) - Environmental information disclosure reports can be accessed through the **National Pollutant Discharge Permit Management Information Platform** and the **Anhui Province Enterprise Environmental Information Disclosure System**[69](index=69&type=chunk) [V. Specific Progress in Consolidating and Expanding Poverty Alleviation Achievements, Rural Revitalization, and Other Initiatives](index=23&type=section&id=V.%20Specific%20Progress%20in%20Consolidating%20and%20Expanding%20Poverty%20Alleviation%20Achievements%2C%20Rural%20Revitalization%2C%20and%20Other%20Initiatives) During the reporting period, the company had no specific progress to disclose regarding consolidating and expanding poverty alleviation achievements, rural revitalization, or other related initiatives - During the reporting period, the company had **no specific progress in consolidating and expanding poverty alleviation achievements, rural revitalization, or other related initiatives**[70](index=70&type=chunk) Section V Significant Matters [I. Fulfillment of Commitments](index=24&type=section&id=I.%20Fulfillment%20of%20Commitments) The company's controlling shareholder, Huilong Huaze/Jinjialing Holding Group, and other related parties strictly fulfilled commitments regarding resolving horizontal competition, related-party transactions, and maintaining company independence during the reporting period; Yuanjia Medical also fulfilled its share lock-up commitment - Controlling shareholder **Huilong Huaze/Jinjialing Holding Group** committed not to engage in business activities that compete with the listed company and has strictly fulfilled this commitment[72](index=72&type=chunk) - The controlling shareholder committed to minimize or reduce related-party transactions with the listed company and its subsidiaries, ensuring adherence to the principles of openness, fairness, and impartiality in market transactions, and has strictly fulfilled this commitment[72](index=72&type=chunk)[73](index=73&type=chunk) - Yuanjia Medical committed not to transfer its shares in Tianmu Pharmaceutical within **18 months** from November 1, 2023, and has strictly fulfilled this commitment[74](index=74&type=chunk) [II. Non-Operating Fund Occupation by Controlling Shareholder and Other Related Parties During the Reporting Period](index=27&type=section&id=II.%20Non-Operating%20Fund%20Occupation%20by%20Controlling%20Shareholder%20and%20Other%20Related%20Parties%20During%20the%20Reporting%20Period) During the reporting period, there was no non-operating fund occupation by the controlling shareholder or other related parties - During the reporting period, the company was **not subject to non-operating fund occupation by its controlling shareholder or other related parties**[7](index=7&type=chunk) [III. Irregular Guarantees](index=27&type=section&id=III.%20Irregular%20Guarantees) During the reporting period, the company did not provide external guarantees in violation of prescribed decision-making procedures - During the reporting period, the company did **not provide external guarantees in violation of prescribed decision-making procedures**[8](index=8&type=chunk) [IV. Semi-Annual Report Audit Status](index=28&type=section&id=IV.%20Semi-Annual%20Report%20Audit%20Status) This semi-annual report is unaudited - This semi-annual report is **unaudited**[4](index=4&type=chunk) [V. Changes and Handling of Matters Related to Non-Standard Audit Opinions in the Prior Year's Annual Report](index=28&type=section&id=V.%20Changes%20and%20Handling%20of%20Matters%20Related%20to%20Non-Standard%20Audit%20Opinions%20in%20the%20Prior%20Year%27s%20Annual%20Report) During the reporting period, there were no changes or handling of matters related to non-standard audit opinions in the prior year's annual report - Not applicable to **changes and handling of matters related to non-standard audit opinions in the prior year's annual report**[77](index=77&type=chunk) [VI. Bankruptcy and Reorganization Matters](index=28&type=section&id=VI.%20Bankruptcy%20and%20Reorganization%20Matters) During the reporting period, the company had no bankruptcy and reorganization matters - Not applicable to **bankruptcy and reorganization matters**[77](index=77&type=chunk) [VII. Major Litigation and Arbitration Matters](index=28&type=section&id=VII.%20Major%20Litigation%20and%20Arbitration%20Matters) During the reporting period, the company had no major litigation or arbitration matters - The company had **no major litigation or arbitration matters** during this reporting period[77](index=77&type=chunk) [VIII. Alleged Violations, Penalties, and Rectification by the Listed Company, Its Directors, Supervisors, Senior Management, Controlling Shareholder, and Actual Controller](index=28&type=section&id=VIII.%20Alleged%20Violations%2C%20Penalties%2C%20and%20Rectification%20by%20the%20Listed%20Company%2C%20Its%20Directors%2C%20Supervisors%2C%20Senior%20Management%2C%20Controlling%20Shareholder%2C%20and%20Actual%20Controller) During the reporting period, the listed company, its directors, supervisors, senior management, controlling shareholder, and actual controller had no alleged violations, penalties, or rectification situations - Not applicable to **alleged violations, penalties, and rectification situations involving the listed company, its directors, supervisors, senior management, controlling shareholder, and actual controller**[77](index=77&type=chunk) [IX. Explanation of the Integrity Status of the Company, Its Controlling Shareholder, and Actual Controller During the Reporting Period](index=28&type=section&id=IX.%20Explanation%20of%20the%20Integrity%20Status%20of%20the%20Company%2C%20Its%20Controlling%20Shareholder%2C%20and%20Actual%20Controller%20During%20the%20Reporting%20Period) During the reporting period, the company, its controlling shareholder, and actual controller maintained good integrity, with no instances of unfulfilled effective court judgments or large overdue debts - During the reporting period, the company, its controlling shareholder, and actual controller maintained **good integrity**, with **no instances of unfulfilled effective court judgments or large overdue debts**[77](index=77&type=chunk) [X. Significant Related-Party Transactions](index=28&type=section&id=X.%20Significant%20Related-Party%20Transactions) This section discloses the company's related-party transactions involving sales of goods in ordinary operations during the reporting period, including transaction amounts and comparisons with estimated amounts - The company's sales of goods to related parties totaled **14.02 million yuan** in the first half of 2025, representing **36.22%** of the estimated total of **38.70 million yuan**[78](index=78&type=chunk)[79](index=79&type=chunk) - Major related-party sales recipients include **Hangzhou Dehetang Sanshentai Traditional Chinese Medicine

杭州天目山药业股份有限公司对外投资管理办法 第一条 为规范杭州天目山药业股份有限公司（以下简称公司）投资的管 理，提高投资合规效益，降低投资风险，有效、合理地开展资金运作，保护 公司和股东的利益，根据《中华人民共和国公司法》（以下简称《公司 法》）、《上海证券交易所股票上市规则》（以下简称"《股票上市规 则》"）《上海证券交易所上市公司自律监管指引第 5 号——交易与关联交 易》等法律、法规、规范性文件，以及《杭州天目山药业股份有限公司章程》 （以下简称"《公司章程》"），并结合公司实际情况，制定本办法。 第二条 本办法所称投资，是指本公司为获取未来收益而将一定数量的货 币资金、股权、土地使用权、经评估后的实物或无形资产以法律、法规允许 的其他方式作价出资，对外进行的投资活动。 第三条 按照投资期限的长短，公司对外投资分为短期投资和长期投资。 短期投资主要指公司购入的能随时变现且持有时间不超过一年（含）的投资， 包括各种股票、债券、基金等；长期投资主要指投资期限超过一年，不能随 时变现或不准备变现的各种投资，包括债券投资、股权投资和其他投资等。 包括但不限于以下类型： （一） 公司独立兴办的企业或独立出资的经 ...