贺鑫 医药行业分析师 执业编号：S1500524120003 邮 箱：hexin1@cindasc.com 信达证券股份有限公司 CINDA SECURITIES CO.,LTD 北京市西城区宣武门西大街甲127号金隅大厦B 座 邮编：100031 [Table_Title] 前端业务保持高速增长，后端业务有望边际改善 [Table_ReportDate] 2025 年 03 月 28 日 [Table_S 事件：2025 ummar年y]3 月 27 日，公司发布 2024 年年度报告。2024 年公司实现 营业收入 22.70 亿元，同比增长 20.75%；公司实现归母净利润 2.02 亿元， 同比增长 58.17%；公司实现扣非归母净利润 1.79 亿元，同比增长 62.50%； 实现经营活动现金流净额 3.82 亿元，同比大幅转正。 证券研究报告 公司研究 [Table_ReportType] 公司点评报告 [Table_StockAndRank] 皓元医药(688131) 唐爱金 医药首席分析师 执业编号：S1500523080002 邮 箱：tangaijin@cindasc.com 点评： ➢ ...

【皓元医药 2024 年年度报告出炉，业绩增长韧性凸显】 3 月 28 日，皓元医药(688131.SH)披露 2024 年年度报告，全年营业收入 22.70 亿元，同比增 20.75%； 归母净利润 2.02 亿元，同比增 58.17%。报告期内，总资产 55.05 亿元，较报告期初增长 31.31%。 公司 紧扣"奋斗"主题，深化执行战略，聚焦主业，强化创新驱动，开拓市场，精进运营管理，加强应收账款 管理，提高库存周转效率，合理规划现金流。 公司聚焦"工具化合物和生化试剂""分子砌块""原料药和 中间体、制剂"三大引擎业务，为超 13000 家合作伙伴服务。前端生命科学试剂业务增长强劲，2024 年 营业收入 14.99 亿元，同比提升 32.41%，占公司收入比重约 66.0%。后端业务领域，原料药和中间体、 制剂业务营业收入 7.55 亿元，同比增长 2.49%。 作为国内 ADCPayload-Linker 研究的先行者，皓元医 药构建了 XDCPayload-LinkerCMC 一体化服务平台，报告期内承接 ADC 项目数超 110 个，12 个与 ADC 药物相关小分子产品完成美国 FDA·se ...

董监高薪酬方面，2024年，皓元医药董监高任职期间获得的报酬总额为817.85万元（含税金额），与上年683.95万元相比增长19.58%。其中，2024年，皓元 医药薪酬超70万元的董监高有4人：董事会秘书沈卫红薪酬为77.91万元，财务总监李敏薪酬为76.82万元，董事、分析总监徐影薪酬为75.53万元，董事长、 总经理、董事、核心技术人员郑保富薪酬73.87万元。 | 200 | | | | | | | | | | 报告期 | 单位:股 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 姓名 | 职务 | 性别 | 年齡 | 任期起她日 期 | 任開终止 日期 | 年初持股 数 | 年末特股 數 | 年度内股份 境减变动量 | 增减变动原因 | 内从公 可获得 的税前 报院总 | 是否 在公 司关 联方 | | | | | | | | | | | | 额(万 元) | 茶取 报酬 | | 年保富 | 董事长,总 经理、道 事、核心技 | 男 | 45 | 2019年1月 HII | 2028年1 月 ...

Transaction Overview - The company, Shanghai Haoyuan Pharmaceutical Co., Ltd., has completed the acquisition of 100% equity of Yaoyuan Pharmaceutical Chemical (Shanghai) Co., Ltd. through a share issuance and cash payment, as approved by various board meetings and the China Securities Regulatory Commission [1][2] - The transaction involved issuing 2,439,296 shares for asset purchase and 464,166 shares for raising matching funds, with the completion of registration at the China Securities Depository and Clearing Corporation [2] Performance Commitment and Compensation Arrangement - The performance commitment from WANG YUAN and other parties includes net profits of no less than 15 million yuan for 2022, 26 million yuan for 2023, and 38 million yuan for 2024, totaling at least 79 million yuan over three years [2][3] - If the cumulative net profit falls below 79 million yuan, the performance committers must compensate the company through additional shares or cash [3][4] Performance Commitment Achievement - The actual net profits for the years 2022, 2023, and 2024 were 17.90 million yuan, 24.12 million yuan, and 36.47 million yuan respectively, resulting in a cumulative net profit of 78.49 million yuan, achieving a completion rate of 99.36% [5][6] Impairment Testing Results - An impairment test conducted by Zhongshui Zhiyuan Asset Appraisal Co., Ltd. valued the 100% equity of Yaoyuan Pharmaceutical at 539.60 million yuan, indicating no impairment occurred as this value exceeded the purchase price of 411.80 million yuan [7][8] Reasons for Non-Achievement of Performance Commitment - The performance commitment was affected by a tightening financing environment for innovative drug companies, leading to a slowdown in R&D investment and difficulties in acquiring new orders [8] - Additionally, the financial strain on clients in the pharmaceutical industry caused delays in project progress, impacting the expected profit contributions [8] Compensation Plan and Share Buyback - The compensation plan includes share compensation and cash returns for dividends, with a total of 47,725 shares to be compensated and a cash compensation of 81.54 yuan [9][10] - The company plans to repurchase the compensatory shares at a nominal price of 1 yuan and subsequently cancel them [9][10] Approval Procedures - The company’s board and supervisory committee approved the performance commitment achievement and compensation plan, which will be submitted for shareholder approval [10][11] Independent Financial Advisor's Opinion - The independent financial advisor confirmed that the performance commitments were not fully met, but the acquired assets did not suffer impairment, and the compensation obligations must be fulfilled as per the agreements [12]

Group 1 - The core opinion of the internal control audit is that Shanghai Haoyuan Pharmaceutical Co., Ltd. maintained effective financial reporting internal controls as of December 31, 2024, in all material respects according to the relevant regulations [2][2][2] - The responsibility for establishing and implementing effective internal controls lies with the board of directors of Haoyuan Pharmaceutical, as per the guidelines and standards set forth [1][1][1] - The inherent limitations of internal controls mean that they may not prevent or detect misstatements, and changes in circumstances can lead to inadequacies in internal controls [1][1][1] Group 2 - The audit was conducted in accordance with the "Guidelines for Internal Control Audits" and relevant Chinese CPA standards [1][1][1] - The auditors are responsible for expressing an opinion on the effectiveness of internal controls based on the audit work performed and disclosing any significant deficiencies noted [1][1][1]

Summary of Shanghai Haoyuan Pharmaceutical Co., Ltd. - The report focuses on the non-operating fund occupation and other related fund transactions of Shanghai Haoyuan Pharmaceutical Co., Ltd. [1] - The audit was conducted by Rongcheng Accounting Firm (Special General Partnership) [1] Non-operating Fund Occupation - The total amount of non-operating fund occupation at the beginning of 2024 was not disclosed, with the cumulative amount for the year also not specified [1] - The report indicates that there are no non-operating fund occupations from the actual controlling shareholders and their subsidiaries [1] - The total amount of non-operating fund occupation at the end of 2024 is also not provided [1] Related Fund Transactions - The report lists various related fund transactions with specific amounts, including: - Shanghai Haohong Biological Technology Co., Ltd. had a transaction amount of 441,991,091.80 [2] - Anhui Haoyuan Pharmaceutical Co., Ltd. had a transaction amount of 62,000,992.36 [2] - Other subsidiaries also reported various amounts, such as 25,362,210.21 from Heze Haoyuan Pharmaceutical Technology Co., Ltd. [2] - The total amount of related fund transactions at the end of 2024 was reported as 801,505,992.80 [3]

Core Viewpoint - The report presents the asset impairment test for the performance commitment period of Yaoyuan Pharmaceutical Chemical (Shanghai) Co., Ltd., conducted by Shanghai Haoyuan Pharmaceutical Co., Ltd. and reviewed by RSM China [1][2]. Group 1: Management and Auditor Responsibilities - The management of Haoyuan Pharmaceutical is responsible for preparing the impairment test report in accordance with the relevant regulations and agreements, ensuring its content is true, accurate, and complete [2]. - The auditor's responsibility is to provide an opinion on the impairment test report based on the audit procedures performed, ensuring compliance with professional standards [2]. Group 2: Audit Conclusion - The audit concluded that the impairment test report prepared by the management of Haoyuan Pharmaceutical fairly reflects the conclusions regarding the performance commitment period for the acquisition of Yaoyuan Pharmaceutical Chemical (Shanghai) Co., Ltd. [3]. Group 3: Purpose of the Report - The audit report is intended solely for the disclosure of the asset impairment test related to the performance commitment period and should not be used for any other purpose [3].

Core Viewpoint - The report provides an overview of the fundraising activities and the actual usage of funds by Shanghai Haoyuan Pharmaceutical Co., Ltd. for the year 2024, confirming compliance with regulatory requirements and reflecting the company's financial management practices accurately [1][2][3]. Fundraising Overview - The total amount raised through the initial public offering (IPO) was RMB 1,208,814,000, with a net amount of RMB 1,108,194,309.86 after deducting issuance costs [4][6]. - The company issued 1,860,000 shares at a price of RMB 64.99 per share, with the funds fully received by June 3, 2021 [4][5]. - Additional fundraising through the issuance of shares for asset acquisition raised RMB 49,999,961.52, with a net amount of RMB 40,516,942.65 after costs, received by December 30, 2022 [4][5]. Fund Usage and Balance - As of December 31, 2024, all raised funds had been utilized, resulting in a balance of RMB 0.00 in the fundraising account [6][9]. - Cumulative investments in fundraising projects amounted to RMB 1,129,583,127.02, with no remaining balance in the fundraising storage account [6][9]. Fund Management Practices - The company established a fundraising management policy to ensure the proper storage, approval, usage, and supervision of the funds [7][8]. - The company signed tripartite agreements with banks for the management of fundraising accounts, ensuring compliance with regulatory guidelines [7][8]. Investment Project Details - The company reported specific investment amounts for various projects, including RMB 112,958.31 million for the IPO funds and RMB 5,007.79 million for the asset acquisition funds [9][10]. - The company utilized self-raised funds for preliminary investments in projects before the actual fundraising was completed, totaling RMB 104,896,289.07 [10][11]. Cash Management - The company engaged in cash management activities using temporarily idle funds, with a maximum of RMB 30 million allocated for safe, liquid investments [13][14]. - The cash management products included structured deposits and other financial instruments, ensuring the safety and liquidity of the funds [16][17]. Use of Surplus Funds - The company approved the use of surplus funds from completed projects for other fundraising projects, amounting to RMB 1,834.37 million [20][21]. - The company also utilized surplus funds for operational liquidity, with a total of RMB 16,919.43 million used for this purpose [18][19]. Compliance and Reporting - The company confirmed that all fundraising activities and fund usage were disclosed accurately and complied with relevant regulations, with no violations reported [24].

Core Viewpoint - The company and its subsidiaries plan to apply for a total comprehensive credit limit of up to 1.21 billion yuan from banks for the year 2025, with the company providing guarantees for these credit facilities [1][2][9]. Group 1: Credit Application Details - The total proposed credit limit is 121 million yuan, which will be used for normal operations and development needs [1][2]. - Specific banks involved in the credit application include Bank of China, Everbright Bank, China Merchants Bank, and others, with various amounts allocated to different subsidiaries [1][3]. - The credit application includes amounts such as 80 million yuan for the company itself and 41 million yuan for its subsidiaries [1][3]. Group 2: Guarantee Provision - The company intends to provide guarantees totaling no more than 20 million yuan for its subsidiaries [2][9]. - The current balance of guarantees provided by the company to its subsidiaries is 10 million yuan for Hefei Ouchuang and 1 million yuan for both Yantai Haoyuan and Yaoyuan Pharmaceutical [2][9]. - The company has no overdue guarantees or guarantees related to litigation [2][9]. Group 3: Internal Decision-Making Process - The board of directors and the supervisory board approved the credit application and guarantee provision on March 26, 2025, without needing to submit the matter to the shareholders' meeting [4][12]. - The decision was made considering the operational needs and overall development strategy of the company and its subsidiaries [10][12]. Group 4: Financial Performance - As of December 31, 2024, the total assets of the company were approximately 111 million yuan, with total liabilities of about 40.9 million yuan, resulting in a net asset value of around 70.2 million yuan [5][7]. - The company reported a revenue of approximately 105.6 million yuan and a net profit of about 35 million yuan for the year 2024 [5][7]. Group 5: Risk Management - The company maintains control over its subsidiaries, which are either wholly owned or controlled, ensuring manageable risk levels associated with the guarantees [10][12]. - The company believes that the guarantee provision will not adversely affect the interests of the company and its shareholders [10][12].