北京德恒（昆明）律师事务所 关于健之佳医药连锁集团股份有限公司 2025 年第一次临时股东会的 法律意见 关于健之佳医药连锁集团股份有限公司 2025 年第一次临时股东会的 法 律 意 见 健之佳医药连锁集团股份有限公司： 北京德恒（昆明）律师事务所 Beijing DeHeng Law Offices (KunMing) 云南省昆明市西山区西园路 126 号"融城优郡"B5 幢 3、4 层 电话（传真）：0871-63172192 邮编: 650034 北京德恒（昆明）律师事务所 北京德恒（昆明）律师事务所（下称"本所"）作为贵公司的常年法律顾问， 本次指派王琳律师、谢峰律师出席贵公司 2025 年第一次临时股东会（以下简称 "本次股东会"），并按照律师行业公认的业务标准、道德规范及勤勉尽责精神， 对贵公司提供的与本次股东会有关的文件资料进行了审查，现根据《中华人民共 和国公司法》《中华人民共和国证券法》《上市公司股东会规则》及贵公司《章 程》的规定，就贵公司本次股东会的相关问题出具如下法律意见： 一、关于本次股东会的召集和召开程序 根据贵公司提供的有关资料及公开披露的信息，表明贵公司已于2025年8月 2 ...

Market Overview - The pharmaceutical commercial sector experienced a decline of 0.29% on September 10, with Dazhenglin leading the drop [1] - The Shanghai Composite Index closed at 3812.22, up 0.13%, while the Shenzhen Component Index closed at 12557.68, up 0.38% [1] Stock Performance - Key stocks in the pharmaceutical commercial sector showed varied performance, with Seer Medical (603716) rising by 3.99% to a closing price of 28.70, and Dazhenglin (603233) falling by 2.37% to 17.30 [1][2] - Other notable gainers included Guofa Co. (600538) with a 1.65% increase and Dazhangzhang (002462) with a 1.22% increase [1] Trading Volume and Value - Seer Medical had a trading volume of 250,500 shares and a transaction value of 719 million yuan, while Dazhenglin had a trading volume of 77,200 shares and a transaction value of 134 million yuan [1][2] Capital Flow - The pharmaceutical commercial sector saw a net outflow of 11.87 million yuan from institutional investors and 50.86 million yuan from speculative funds, while retail investors contributed a net inflow of 62.74 million yuan [2] - Specific stocks like Seer Medical and Jiuzhoutong (600998) had significant net inflows from institutional investors, while others like Yifeng Pharmacy (603939) experienced net outflows from both institutional and speculative funds [3]

健之佳医药连锁集团股份有限公司 健之佳医药连锁集团股份有限公司 JZJ Chain Drugstore Corporation 2025 年第一次临时股东会 会议资料 股票代码：605266 股票简称：健之佳 中国 昆明 二〇二五年九月 健之佳医药连锁集团股份有限公司 健之佳医药连锁集团股份有限公司 会议召开地点：云南省昆明市盘龙区联盟街道旗营街 10 号健之佳总部 14 楼会议室 会议召集人：公司董事会 会议主持人：董事长蓝波先生 会议议程： 一、签到、宣布会议开始 2025 年第一次临时股东会会议资料目录 | 会议议程 | 1 | | --- | --- | | 会议须知 | 3 | | 关于取消监事会、设置职工董事并修订《公司章程》及附件的议案 | 5 | 健之佳医药连锁集团股份有限公司 2025 年第一次临时股东会 会议议程 会议召开时间：2025 年 9 月 17 日下午 14:30 1、董事长宣布会议开始并宣读会议出席情况； 2、推选现场的计票人、监票人； 3、播报会议须知。 二、审议会议议案 1、审议《关于取消监事会、设置职工董事并修订<公司章程>及附件的议案》 三、审议表决 四、投票结果汇总、 ...

Core Insights - The retail pharmacy industry is experiencing a significant transformation, with a shift from expansion to rapid contraction due to competition from online platforms like JD.com and Meituan [1][6][11] Industry Overview - In the first half of 2025, the retail pharmacy sector faced severe challenges, with four out of seven major chain pharmacies reporting revenue declines, while three maintained growth [1][3] - The overall growth of the retail pharmacy industry is slowing down, with a notable divergence in profitability among companies [4][5] Financial Performance - Major players include: - Dazhonglin: Revenue of 135.22 billion yuan, up 1.3%, net profit of 7.98 billion yuan, up 21.4% [3][4] - Yifeng Pharmacy: Revenue of 117.22 billion yuan, down 0.35%, net profit of 8.8 billion yuan, up 10.32% [3][4] - Laobaixing: Revenue of 107.74 billion yuan, down 1.51%, net profit of 3.98 billion yuan, down 20.86% [3][4] - Yixin Hall: Revenue of 89.14 billion yuan, down 4.20%, net profit of 2.50 billion yuan, down 11.44% [3][4] - Huaren Health: Revenue of 25.04 billion yuan, up 15.52%, net profit of 1.04 billion yuan, up 42.17% [3][4] Store Expansion and Market Dynamics - The industry is witnessing a trend of store closures, with major chains like Laobaixing, Yifeng, and Yixin Hall reducing their store counts significantly [6][11] - Approximately 3,000 pharmacies closed in the first quarter of 2025, indicating a significant market reshuffle [6] Competitive Pressures - The rise of online platforms has intensified competition, leading to price disparities in non-prescription drugs and health products, which has negatively impacted the average transaction value and gross margins of physical pharmacies [6][7] Regulatory and Cost Challenges - Recent policy changes, including healthcare reforms and procurement expansions, have severely impacted traditional profit models of pharmacies [7] - Rising operational costs, including rent and labor, along with expenses related to digital transformation, are increasing the financial burden on retail pharmacies [7] Strategic Responses - In response to online competition, pharmacies are diversifying their business models beyond just selling medications, venturing into health management and beauty products [9][10] - Initiatives include providing personalized medication guidance, health management services, and expanding into non-pharmaceutical product sales [10] Future Outlook - The retail pharmacy industry is expected to face more challenges and opportunities in the second half of 2025, with ongoing impacts from procurement policies and healthcare reforms [11]

Core Viewpoint - The pharmaceutical retail industry is undergoing a structural transformation, moving from extensive growth driven by scale expansion to a focus on quality optimization and efficiency improvement in 2025 [1][5]. Group 1: Performance Overview - In the first half of 2025, six major listed pharmacy chains showed a polarized performance, with Dazhenglin and Shuyupingmin achieving both revenue and net profit growth, while Laobaixing and Yixintang experienced declines [1][3]. - Dazhenglin reported the highest revenue among the chains at 13.522 billion yuan, a year-on-year increase of 1.33%, and a net profit of 798 million yuan, up 21.38% [2][3]. - Shuyupingmin's revenue and net profit were 4.881 billion yuan and 36.25 million yuan, respectively, reflecting increases of 1.30% and 49.83% [3]. - Laobaixing and Yixintang saw revenue declines of 1.51% and 4.20%, with net profits dropping by 20.86% and 11.44% respectively [4][3]. Group 2: Store Expansion Trends - Dazhenglin continued to expand its store count, adding 280 stores, although this growth rate has significantly slowed compared to previous years [1][7]. - Yixintang and Jianzhijia experienced net decreases in store numbers, with Yixintang losing 126 stores and Jianzhijia losing 22 [7]. - The overall trend indicates a shift from rapid expansion to focusing on the efficiency of existing stores, with many chains emphasizing the importance of franchise models for growth [7][8]. Group 3: Strategic Shifts and Innovations - The industry is moving towards diversification and specialization, with companies like Yixintang planning to develop 30% specialized pharmacies and 70% multi-category stores [8][9]. - Shuyupingmin is focusing on high-potential product categories and optimizing its product range while exploring various store formats [9]. - The implementation of O2O (Online to Offline) strategies is gaining traction, with significant sales contributions from O2O channels across multiple chains [10][11]. Group 4: Digital Transformation and AI Integration - Companies are increasingly adopting digital transformation strategies, with AI becoming a focal point for enhancing operational efficiency and customer service [11][12]. - Laobaixing has initiated AI development as a key strategic project, deploying various AI assistants to improve business operations [11][12]. - Dazhenglin has integrated AI tools to provide intelligent customer service and data analysis, enhancing its operational capabilities [12][13].

Investment Rating - The investment rating for the company is "Buy" (maintained) [1][4] Core Views - The company's operating performance is steadily improving, with a focus on high-quality store development. The revenue for H1 2025 was 4.457 billion yuan, a slight decrease of 0.64% year-on-year, while the net profit attributable to shareholders was 72 million yuan, an increase of 15.11% year-on-year [4] - The company aims to optimize store profitability and maintain stable growth in operating performance over the long term [4] Financial Performance Summary - For H1 2025, the company achieved revenue of 4.457 billion yuan (down 0.64% year-on-year) and a net profit of 72 million yuan (up 15.11% year-on-year). The gross margin was 35.69% (down 0.19 percentage points), and the net margin was 1.63% (up 0.27 percentage points) [4] - The company has adjusted its profit forecasts for 2025-2027, expecting net profits of 174 million yuan, 213 million yuan, and 258 million yuan respectively, with corresponding EPS of 1.12 yuan, 1.38 yuan, and 1.67 yuan [4][7] Segment Performance - In H1 2025, the pharmaceutical retail segment generated revenue of 4.020 billion yuan (down 0.37%), while the convenience retail segment generated 184 million yuan (down 2.73%). The personal care products segment saw revenue growth of 7.19% to 53 million yuan [5] - The company operates a total of 5,464 stores, with a net decrease of 22 stores during the reporting period. The company is focusing on optimizing its store network and improving the performance of underperforming stores [6] Valuation Metrics - The current stock price is 21.46 yuan, with a market capitalization of 3.316 billion yuan. The estimated P/E ratios for 2025, 2026, and 2027 are 19.1, 15.6, and 12.9 respectively [1][4][7]

Core Viewpoint - The pharmaceutical retail industry is undergoing a structural transformation, moving from extensive growth driven by scale expansion to a focus on quality optimization and efficiency enhancement. Major chain pharmacies are adjusting their strategies to improve existing store performance rather than aggressively expanding their number of stores [1][4]. Financial Performance - In the first half of 2025, six major listed chain pharmacies showed a polarized performance, with Dazhenlin and Shuyupingmin achieving growth in both revenue and net profit, while Laobaixing and Yixintang experienced declines [1][5]. - Dazhenlin reported revenue of 135.22 billion yuan, a year-on-year increase of 1.33%, and a net profit of 7.98 billion yuan, up 21.38% [2][5]. - Shuyupingmin's revenue and net profit were 48.81 billion yuan and 3625.09 million yuan, respectively, reflecting increases of 1.30% and 49.83% [5][6]. - Conversely, Laobaixing's revenue decreased by 1.51% to 107.74 billion yuan, with a net profit drop of 20.86% to 3.98 billion yuan [2][6]. Store Expansion Trends - Dazhenlin continued to expand its store count, adding 280 stores, although this growth rate has significantly slowed compared to previous years. Yixintang and Jianzhijia saw a net decrease in store numbers [1][9]. - The overall trend indicates a shift towards optimizing existing stores rather than aggressive new openings, with many companies reporting a reduction in the pace of store expansion [9][10]. Market Dynamics - The pharmaceutical retail market is currently experiencing a profound transformation, with a slight decline in overall market size. From January to May 2025, the market size was approximately 215.2 billion yuan, down 1.3% year-on-year [7]. - The market is characterized by significant disparities in store growth, with only 35% of stores achieving positive growth and about one-third experiencing declines of over 15% [7]. Strategic Adjustments - Companies are focusing on enhancing supply chain efficiency, strengthening professional pharmaceutical services, and optimizing digital operations to improve competitiveness [4][11]. - The shift towards diversified services and professional capabilities is becoming a key growth driver in the industry [4][11]. Digital Transformation - The integration of digital technologies is reshaping the pharmaceutical retail landscape, with O2O (Online to Offline) sales becoming a significant growth engine. In the first half of 2025, major chain pharmacies reported substantial increases in O2O sales [13][15]. - Companies like Laobaixing and Dazhenlin are leveraging AI technologies to enhance customer service and operational efficiency, with Laobaixing emphasizing AI as a strategic priority [15][16].

证券代码：605266 证券简称：健之佳 公告编号：2025-048 健之佳医药连锁集团股份有限公司 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法律责任。 重要内容提示： 1 / 9 | | ☑对外担保总额（含本次）超过上市公司最近 一期经审计净资产 50% □对外担保总额（含本次）超过上市公司最 | | --- | --- | | | 近一期经审计净资产 100% | | 特别风险提示（如有请勾选） | □对合并报表外单位担保总额（含本次）达 | | | 到或超过最近一期经审计净资产 30% | | | ☑本次对资产负债率超过 70%的单位提供担 | | | 保 | | 其他风险提示（如有） | 无 | 一、担保情况概述 （一）担保的基本情况 1、近日，健之佳医药连锁集团股份有限公司（以下简称"公司"） 全资子 公司云南健之佳连锁健康药房有限公司（以下简称"连锁药房"）、云南之佳便利 有限公司（以下简称"之佳便利"）、 广西健之佳勤康医药销售有限公司（以下 简称"广西勤康"）、 河北唐人医药有限责任 ...

Financial Performance - The company reported a net profit of 72.38 million yuan for the first half of 2025, a year-on-year increase of 15.11% [1] - Total revenue for the same period was 4.457 billion yuan, a decrease of 0.64% compared to the previous year [1] - The gross profit margin was 35.69%, down 0.54% year-on-year, while the net profit margin increased by 19.81% to 1.63% [1] - Operating cash flow per share increased by 91.53% to 3.56 yuan [1] Business Model and Strategy - The company relies heavily on marketing-driven performance, with a historical median ROIC of 13.69% since its listing [3] - The company is actively working to reduce its dependence on medical insurance revenue, which accounted for 40% of total revenue in the first half of 2025, down 4% year-on-year [6] - The company is focusing on expanding non-medical insurance business and enhancing its differentiated operating model [6] Product and Revenue Structure - The revenue structure for prescription drugs decreased by 2.31%, while non-prescription drug revenue increased by 1.77% [7] - The company has seen growth in sales of health foods, personal care products, medical devices, and convenience items, contributing to a 1.94% increase in overall non-drug sales [7] - Inventory turnover efficiency has improved, with inventory value decreasing by 5.99 billion yuan compared to the beginning of the period [7] Fund Holdings - The largest fund holding the company’s shares is the Rongtong Health Industry Flexible Allocation Mixed A/B, with a current scale of 2.074 billion yuan [5] - The fund has seen a 43.67% increase in value over the past year [5]

Core Insights - The company reported a net profit increase of 15.11% year-on-year, despite a slight decline in total revenue [1] - The company's revenue for the first half of 2025 was 4.457 billion yuan, down 0.64% compared to the previous year [1] - The company is focusing on reducing reliance on medical insurance income, which accounted for 40% of total revenue, down 4% year-on-year [6] Financial Performance - Total revenue for the second quarter of 2025 was 2.162 billion yuan, a decrease of 0.4% year-on-year [1] - The net profit for the second quarter was 388.53 million yuan, showing a significant increase of 265.85% year-on-year [1] - Gross margin was 35.69%, a decrease of 0.54% year-on-year, while net margin improved to 1.63%, an increase of 19.81% [1] Cost and Efficiency Metrics - Total expenses (selling, administrative, and financial) amounted to 1.473 billion yuan, accounting for 33.05% of revenue, a slight decrease of 0.19% year-on-year [1] - The company's return on invested capital (ROIC) was 3.77%, indicating weak capital returns [4] - The company's cash flow per share increased by 91.53% year-on-year to 3.56 yuan [1] Business Strategy and Market Position - The company is actively working to overcome challenges in obtaining medical insurance qualifications for new stores [5] - There is a strategic shift towards non-medical insurance business, with a focus on enhancing non-drug product sales [6] - The company has adjusted its product mix, with a 1.94% increase in non-drug sales, partially offsetting the decline in prescription drug sales [6]