Core Viewpoint - Shanghai Pharmaceuticals reported a revenue increase of 5.75% year-on-year, reaching 275.25 billion yuan, while facing challenges in its industrial segment and compliance issues [1][2]. Financial Performance - The company achieved a net profit of 4.55 billion yuan, up 20.82% year-on-year, with the industrial segment contributing 2.19 billion yuan and the commercial segment contributing 3.39 billion yuan [1]. - The pharmaceutical industrial segment's revenue declined by 9.62%, while the commercial segment's revenue grew by 7.47% [1][2]. Market Reaction - Despite the positive financial results, the stock market response was lukewarm, with A-shares down 1.65% and Hong Kong shares down 2.74% as of March 28 [1]. Compliance and Governance Issues - The company has faced multiple compliance risks, including monopoly agreements and fraudulent invoicing, which may impact its long-term stability [1][6]. - Compliance was mentioned 11 times in the latest financial report, highlighting the company's focus on improving its governance and compliance systems [6]. R&D and Innovation - Shanghai Pharmaceuticals terminated 15 R&D projects in the past year, with a total investment of over 770 million yuan, to focus on core projects [3][4]. - The company has 54 new drug pipelines, with 40 being innovative drugs, and aims to balance short-term performance with long-term development [3][4]. Sales and Marketing Expenses - The company's sales expenses reached 12.71 billion yuan, with a significant portion allocated to marketing and advertising [4][5]. - Shanghai Pharmaceuticals has the highest sales expense ratio among its peers, which it claims is managed through a structured budgeting process [5]. Industry Context - The pharmaceutical industry in China is undergoing a transformation towards high-quality development, with compliance management becoming increasingly important for sustainable growth [2][6]. - The company is focusing on international market expansion and innovation to adapt to ongoing healthcare reforms and pricing pressures [2][7].

Core Insights - Shanghai Pharmaceuticals achieved a revenue of 275.25 billion yuan in 2024, marking a year-on-year growth of 5.75% [1] - The net profit attributable to shareholders reached 4.55 billion yuan, reflecting a 20.82% increase compared to the previous year [1] - The company invested 2.82 billion yuan in R&D, focusing on six key areas including immunology and oncology [2] Financial Performance - Revenue breakdown: Pharmaceutical manufacturing generated 23.73 billion yuan, while pharmaceutical commerce contributed 251.52 billion yuan [1] - Operating cash flow was 5.83 billion yuan, up 11.39% year-on-year [1] - Profit contributions: Industrial business contributed 2.19 billion yuan (up 3.95%), commercial business contributed 3.39 billion yuan (up 1.05%), and associated companies contributed 470 million yuan [1] R&D and Innovation - The company has 54 new drug applications in clinical research, including 40 innovative drugs [2] - Progress in rare diseases with 51 products covering 67 indications [2] - Establishment of a scientific committee to enhance R&D capabilities and partnerships with top research institutions [2] Marketing and Sales Strategy - Integration of the industrial marketing system and transformation of marketing models [4][5] - 44 products achieved sales exceeding 100 million yuan, with two products surpassing 1 billion yuan in sales [5] - Expansion of the commercial network across 25 provinces and cities [5] International Expansion - Acquisition of a 10% stake in Shanghai Hutchison Pharmaceuticals to enhance capabilities in evidence-based medicine and internationalization [6] - Overseas sales reached 3.97 billion yuan, a 24.53% increase, with 18 new product registrations [6] - Focus on the Greater Bay Area and collaboration with Hong Kong institutions to promote traditional Chinese medicine [6]

Core Viewpoint - Shanghai Pharmaceuticals plans to issue debt financing products to expand financing channels, optimize debt structure, and control financial costs while meeting funding needs flexibly [1][2]. Issuance Plan - The company intends to issue various short-term and medium to long-term debt financing products with a total amount not exceeding RMB 15 billion [1][2]. - The types of financing products include but are not limited to short-term financing bonds, ultra-short-term financing bonds, short-term corporate bonds, medium-term notes, medium to long-term corporate bonds, perpetual bonds, quasi-perpetual bonds, asset-backed notes, and other short and medium to long-term debt financing products [1][2]. Fund Utilization - The funds raised from the issuance will be used to supplement the operating capital of the company and its subsidiaries, as well as to repay debts [2]. Financing Terms - The financing term for the short-term debt financing products will not exceed 1 year, while the term for medium to long-term products will be determined based on the company's funding needs and market conditions [2]. Approval and Authorization - The resolution for the issuance must be approved by the company's shareholders' meeting and will be valid for 12 months from the date of approval [2][4]. - The board of directors is authorized to handle specific matters related to the issuance of debt financing products, including determining the issuance plan, negotiating with underwriters, and deciding on the timing and amount of issuance [2][3]. Regulatory Compliance - The issuance plan and authorization matters are subject to approval by the shareholders' meeting and must be reported to relevant regulatory authorities for approval before implementation [4].

Summary of Shanghai Pharmaceuticals Holding Co., Ltd. Audit Report Core Viewpoint The audit report details the non-operational fund occupation and other related fund transactions of Shanghai Pharmaceuticals Holding Co., Ltd., highlighting the financial interactions with its subsidiaries and associated parties. Group 1: Non-Operational Fund Occupation - The report indicates that there are no non-operational fund occupations from the current controlling shareholders or their affiliated enterprises [1] - The total non-operational fund occupation is summarized as not applicable for the listed company and its related parties [1] Group 2: Related Fund Transactions - The report lists various related fund transactions, including amounts and reasons for these transactions, with a total of 2,059,212.49 thousand yuan in initial transaction amounts [4] - Specific transactions include: - Shanghai Yingdalai Real Estate Co., Ltd. with a transaction amount of 492.71 thousand yuan for leasing income [1] - Shanghai Shishi Group Financial Services Co., Ltd. with a transaction amount of 416,604.36 thousand yuan, primarily for financial services [1] - Shanghai Pharmaceutical Holdings Co., Ltd. subsidiaries showing various amounts in non-operational fund transactions, such as 574,191.24 thousand yuan from Shanghai Keyuan Xinhai Medical Co., Ltd. [2][3] - The report also notes that the total amount of related fund transactions for the year 2024 is significant, with various subsidiaries involved in both operational and non-operational transactions [4]

Core Viewpoint - Shanghai Pharmaceuticals Holding Co., Ltd. is proceeding with the cancellation of certain stock options related to its 2019 A-share stock option incentive plan due to the expiration of the exercise periods for these options [1][18]. Group 1: Approval and Authorization of Cancellation - The cancellation of stock options has been approved and authorized by the company's board and supervisory board, in accordance with relevant laws and regulations [3][18]. - The company has provided all necessary factual documents to the legal counsel, ensuring their authenticity and completeness [2]. Group 2: Details of the Stock Option Plan - The 2019 A-share stock option incentive plan initially granted 25.68 million stock options to 211 incentive targets, which was later adjusted to 25.60 million options for 210 targets due to one target's departure [5][6]. - The plan included multiple meetings where adjustments to the incentive targets and stock option quantities were discussed and approved [4][7]. Group 3: Reasons for Cancellation - The cancellation is mandated by the regulations stating that stock options that are not exercised within the designated periods must be terminated and subsequently canceled by the company [17][18]. - Specific stock options being canceled include 2,147,930 options from the third exercise period and 523,815 options from the second reserved stock option period, both of which expired without being exercised [16][18]. Group 4: Conclusion - The legal opinion concludes that the cancellation of stock options has received the necessary approvals and complies with the relevant regulations and the company's articles of association [18].

General Overview - The document outlines the implementation rules for the Nomination Committee of Shanghai Pharmaceuticals Holding Co., Ltd, aimed at standardizing the selection of directors and optimizing the board composition [2][3]. Composition of the Nomination Committee - The Nomination Committee consists of at least three directors, with independent directors making up more than half of the members [4]. - The committee is chaired by an independent director, who is elected by the committee members and approved by the board [5]. Responsibilities and Authority - The main responsibilities of the Nomination Committee include reviewing the composition of the board, establishing selection criteria for directors, and proposing candidates to the board [9][10]. - The committee is also tasked with evaluating the performance of the board and individual directors, ensuring diversity in board membership, and assessing the independence of independent directors [9][10][11]. Decision-Making Procedures - The Nomination Committee must conduct its meetings at least once a year, with a quorum of two-thirds of its members required for decisions [16][17]. - Decisions made by the committee must be documented and submitted in writing to the board for approval [24][25]. Additional Provisions - The rules state that the Nomination Committee's recommendations should be respected by the controlling shareholders, and any non-acceptance of the committee's suggestions must be documented [12][13]. - The implementation rules will take effect upon approval by the board and will be subject to relevant laws and regulations [26][27].

Core Viewpoint - The supervisory board of Shanghai Pharmaceuticals has approved the 2024 annual report, confirming its compliance with legal and regulatory requirements, and reflecting the company's operational and financial status accurately [1][2]. Group 1: Annual Report Review - The supervisory board conducted a thorough review of the 2024 annual report, affirming that the preparation and review processes adhered to all relevant laws, regulations, and internal management systems [2]. - The content and format of the 2024 annual report meet the requirements set by the China Securities Regulatory Commission and the Shanghai Stock Exchange, accurately reflecting the company's operational management and financial condition [2]. Group 2: Stock Option Plan - The board agreed to cancel 2,147,930 stock options from the third exercise period and 523,815 stock options from the second exercise period of the 2019 A-share stock option incentive plan that had not been exercised [2]. - The decision regarding the cancellation of stock options will also be submitted for approval at the company's shareholders' meeting [2]. Group 3: Dividend Distribution - A proposal regarding the distribution of cash dividends for the 2024 fiscal year was discussed, with one supervisor expressing concern that the total cash dividends distributed were relatively low compared to the net profit attributable to shareholders [2]. - The proposal for dividend distribution will be presented at the upcoming shareholders' meeting for further deliberation [2].

上海医药集团股份有限公司 对 2024 年度会计师事务所履职情况的评估报告 二、2024 年变更会计师事务所的情况说明 - 1 - （一） 前任会计师事务所情况及上年度审计意见 普华永道中天会计师事务所(特殊普通合伙)（以下简称"普华永道中天"） 前身为 1993 年 3 月 28 日成立的普华大华会计师事务所，经批准于 2000 年 6 月 更名为普华永道中天会计师事务所有限公司；经 2012 年 12 月 24 日财政部财会 函[2012]52 号批准，于 2013 年 1 月 18 日转制为普华永道中天会计师事务所（特 殊普通合伙）。注册地址为中国（上海）自由贸易试验区陆家嘴环路 1318 号星展 银行大厦 507 单元 01 室。普华永道中天已连续 13 年为本公司提供审计服务，对 2023 年度财务报表进行审计并出具了标准无保留意见的审计报告。公司与普华 永道中天不存在重要意见不一致的情况。 （二） 变更会计师事务所的原因 上海医药集团股份有限公司（以下简称"公司"）聘请德勤华永会计师事务 所（特殊普通合伙）（以下简称"德勤华永"）为公司 2024 年度财务报告审计机 构及内部控制审计机构。根据相关 ...

证券代码：601607 证券简称：上海医药 编号：临 2025-031 上海医药集团股份有限公司 第八届监事会第十一次会议决议公告 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个别及连带责任。 上海医药集团股份有限公司（以下简称"本公司"）第八届监事会第十一次 会议（以下简称"本次会议"）于 2025 年 3 月 27 日在上海市太仓路 200 号上海 医药大厦 1101 会议室召开，参加本次会议应到监事 3 名，实到监事 3 名，符合 《中华人民共和国公司法》和本公司章程关于监事会召开法定人数的规定。本次 会议由徐有利监事长主持。本次会议审议通过以下议案： 1、《2024 年年度报告及摘要》 根据有关规定，本公司监事会对公司 2024 年年度报告进行了仔细审核。 监事会经审核后认为，公司 2024 年年度报告的编制和审议程序符合法律、 法规、公司章程和公司内部管理制度的各项规定；公司 2024 年年度报告的内容 和格式符合中国证监会和上海证券交易所的各项规定，所包含的信息真实地反映 了公司 2024 年度的经营管理和财务状况等事项； ...

证券代码：601607 证券简称：上海医药 公告编号：临2025-030 上海医药集团股份有限公司 第八届董事会第二十次会议决议公告 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。 三、《2024 年度公司内部控制评价报告》 本议案已提交公司第八届董事会审计委员会第十次会议审议通过，同意提交 董事会审议。 表决结果：赞成 9 票，反对 0 票，弃权 0 票 四、《2024 年度全面风险管理报告》 本议案已提交公司第八届董事会审计委员会第十次会议审议通过，同意提交 董事会审议。 表决结果：赞成 9 票，反对 0 票，弃权 0 票 上海医药集团股份有限公司（以下简称"本公司"或"上海医药"）第八届 董事会第二十次会议（以下简称"本次会议"）于 2025 年 3 月 27 日在上海市太 仓路 200 号上海医药大厦 1101 会议室以现场结合通讯方式召开。本次会议应到 董事九名，实到董事九名，符合《中华人民共和国公司法》和本公司章程关于董 事会召开法定人数的规定。本次会议由杨秋华董事长主持，监事和部分高级管理 人员列席本次会议 ...