上海市锦天城（深圳）律师事务所 法律意见书 华润三九医药股份有限公司 2024 年年度股东会 之 上海市锦天城（深圳）律师事务所 地址：深圳市福田中心区福华三路卓越世纪中心 1 号楼 21、22、23 层 电话：0755-82816698 传真：0755-82816898 关于 法律意见书 致：华润三九医药股份有限公司 上海市锦天城（深圳）律师事务所（以下简称"本所"）接受华润三九医药股 份有限公司（以下简称"公司"）委托，就公司召开 2024 年年度股东会的有关事 宜，根据《中华人民共和国公司法》（以下简称《公司法》）、《上市公司股东会规 则》等有关法律、法规、规章和其他规范性文件以及《华润三九医药股份有限公 司章程》（以下简称《公司章程》）的有关规定，出具本法律意见书。 为出具本法律意见书，本所律师对本次股东会所涉及的相关事项进行了必要 的核查和验证，审查了本所律师认为出具本法律意见书所需审查的相关文件、资 料，并参加了公司本次股东会的全过程。 在本法律意见书中，本所律师仅对本次股东会的召集、召开、出席现场会议 人员资格、召集人资格及会议表决程序、表决结果是否符合《公司法》等法律、 法规、规章和其他规范性 ...

股票代码：000999 股票简称：华润三九 编号：2025—033 华润三九医药股份有限公司 2025 年第六次董事会会议决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、 误导性陈述或重大遗漏。 华润三九医药股份有限公司董事会 2025 年第六次会议于 2025 年 4 月 17 日在华润 三九医药工业园综合办公中心 105 会议室以现场会议方式召开，会议通知以书面方式于 2025 年 4 月 14 日发出。会议由董事长邱华伟先生主持，本次会议应到董事 11 人，实到 董事 11 人，公司监事会成员和部分高级管理人员列席会议。本次会议的召开及程序符 合《公司法》和《公司章程》的规定，会议合法有效。会议以投票方式审议通过了以下 议案，并形成决议： 一、关于聘任公司高级管理人员的议案 喻翔先生：男，1980 年 9 月出生，中共党员，本科学历、工商管理硕士学位。曾 任华润三九医药股份有限公司 OTC 业务部副总经理、大健康事业部副总经理（主持工作）、 专业品牌事业部总经理。深圳华润三九医药贸易有限公司总经理、澳诺（中国）制药有 限公司执行董事、华润三九（唐山）药业有限公司执行董事 ...

| 序号 | 代码 | 名称 | 最新价 | 涨跌幅 | 主力净流入 | 主力净占比 | | --- | --- | --- | --- | --- | --- | --- | | 1 | 300401 | 花园生物 | 13.85 | 0.29 | 3228.33万元 | 11.12% | | 2 | 002001 | 新和成 | 21.8 | -1.71 | 1602.23万元 | 2.5% | | 3 | 002562 | 兄弟科技 | 4.02 | -6.07 | 979.58万元 | 2.94% | | 4 | 600216 | 浙江医药 | 12.8 | -1.23 | 114.20万元 | 0.71% | | 5 | 301211 | 亨迪药业 | 15.86 | -1.37 | -48.71万元 | -1.03% | | 6 | 603676 | 卫信康 | 9.25 | -1.8 | -48.95万元 | -2.06% | | 7 | 000597 | 东北制药 | 5.48 | 0.18 | -88.26万元 | -0.55% | | 8 | 000952 | 广济药业 | 5.16 | ...

Summary of China Resources Sanjiu Medical & Pharma Conference Call Company Overview - **Company**: China Resources Sanjiu Medical & Pharma (Ticker: 000999.SZ) - **Industry**: Healthcare, specifically Traditional Chinese Medicine (TCM) - **Market Capitalization**: Rmb54,603 million - **Current Stock Price**: Rmb42.79 (as of March 27, 2025) - **Price Target**: Rmb62.00, indicating a potential upside of 45% [5][5][5] Key Takeaways Industry Dynamics - Post-Covid-19, there has been a rise in health consciousness, leading to a re-evaluation of the flu franchise by Sanjiu. The flu season in 2025 was shorter and less severe compared to 2024, yet respiratory sales have shown positive trends in Q1 2025 [2][2][2]. - Sanjiu is normalizing its channel inventory for the Ganmaoling series while expanding its respiratory product offerings to include both TCM and Western medicines, such as cough syrup and oseltamivir capsules [2][2][2]. Financial Performance and Guidance - Management has reiterated a revenue and earnings growth guidance of over 10% for 2025, driven by product development and marketing initiatives rather than flu incidence [8][8][8]. - Revenue projections for the fiscal years ending December 2024 and 2025 are Rmb26,339 million and Rmb35,790 million, respectively, with EBITDA expected to grow from Rmb4,826 million in 2024 to Rmb6,387 million in 2025 [5][5][5]. Risks and Challenges - The primary risk to the prescription segment is potential price cuts, which can be mitigated through the integration of Tasly, an R&D-driven TCM company [3][3][3]. - Sanjiu's exposure to TCM formula granules is less than 10% of sales, indicating a strategic deprioritization in this area [3][3][3]. - Other risks include regulatory challenges and market competition, particularly from smaller manufacturers in the TCM space [12][12][12]. Valuation Metrics - The company is rated as "Overweight" with a P/E ratio projected to decrease from 16.8 in 2023 to 11.6 by 2026, indicating a favorable valuation trend [5][5][5]. - Return on Equity (ROE) is expected to improve from 17.2% in 2023 to 21.1% in 2026, reflecting strong operational efficiency [5][5][5]. Strategic Initiatives - The renewal of the Employee Stock Ownership Plan (ESOP) is pending review and is expected to provide added visibility and alignment with growth targets [8][8][8]. - Sanjiu is focusing on diversifying its product offerings and enhancing its market presence through strategic marketing and product development initiatives [8][8][8]. Conclusion China Resources Sanjiu Medical & Pharma is positioned favorably within the healthcare sector, particularly in TCM, with a strong growth outlook and strategic initiatives aimed at enhancing its market position. However, it faces challenges related to pricing pressures and regulatory risks that need to be managed effectively.

Group 1 - The Chinese medicine index (930641) has seen a strong increase of 2.61%, with notable gains in constituent stocks such as Longshen Rongfa (300534) up 20.05% and Shanghai Kaibao (300039) up 7.44% [1] - The Chinese medicine ETF (560080) has risen by 2.70%, with a latest price of 1.06 yuan and a trading volume reaching 100 million yuan, indicating a turnover rate of 4.58% [1] - Over the past two weeks, the Chinese medicine ETF has experienced a significant growth in scale, increasing by 61.09 million yuan and adding 81.5 million shares, ranking in the top quarter among comparable funds [1] Group 2 - On March 20, the State Council issued an opinion aimed at enhancing the quality of traditional Chinese medicine (TCM) and promoting high-quality development in the TCM industry, focusing on quality improvement, technological innovation, and systemic reforms [2] - Ping An Securities notes that the opinion covers various aspects of the TCM industry, including resource development, clinical application, and innovation in TCM, suggesting that improved price regulation and brand strategies will enhance the profitability of TCM companies [3] - The opinion also emphasizes the need for optimized procurement policies for TCM, which may reduce price risks for high-quality TCM products, and encourages the development of innovative TCM drugs with significant clinical efficacy [3]

Core Insights - The report highlights China Resources Sanjiu's commitment to sustainable development and ESG practices under its "14th Five-Year Plan" strategy, focusing on green manufacturing and social responsibility while identifying areas for improvement in supply chain ESG management and biodiversity protection [1] Group 1: ESG Highlights - The company has established near-zero carbon park trials, with distributed photovoltaic annual power generation reaching 10.7841 million kWh and a green electricity self-use rate of 92.9% [2] - Smart manufacturing initiatives have led to a 20% increase in production efficiency and a 12% reduction in energy consumption per unit of output at the Guanlan base [2] - The number of national-level green factories has increased to 7, with greenhouse gas emission intensity reduced by 13.58% year-on-year, exceeding the "14th Five-Year Plan" targets [2] - The board of directors shows diversity, with female directors making up 18.18%, and 24 board meetings held throughout the year, with compliance training covering 100% of employees [2] - Supply chain risk management has been strengthened, with 742 suppliers completing ESG audits and anti-corruption training reaching 53,000 participants, with no major corruption incidents reported [2] - Employee training investment totaled 10.432 million yuan, with an average of 30.32 hours of training per employee [2] - The innovative "Three Uncle Health Steward" initiative has conducted over 96 community health public welfare events, benefiting tens of thousands of people [2] Group 2: ESG Shortcomings - Only 43% of subsidiaries have obtained ISO 14001 certification, and the ESG training coverage for suppliers is below 50%, indicating weak environmental compliance capabilities among some small and medium-sized suppliers [3] - The report mentions genetic resource protection but lacks established ecological impact assessment indicators for medicinal herb cultivation [3] - Overall, the company's ESG practices reflect the foresight of a leading player in the traditional Chinese medicine industry, balancing commercial value with social benefits, but still requires breakthroughs in supply chain empowerment and quantitative biodiversity management [3]

Core Viewpoint - The launch of 999 Yiqi Qingfei Granules by China Resources Sanjiu marks a significant advancement in the treatment of respiratory infection recovery symptoms, filling a market gap for rehabilitation medications [1][2]. Group 1: Product Launch and Significance - China Resources Sanjiu officially released its first traditional Chinese medicine class 3.2 new drug, 999 Yiqi Qingfei Granules, at the First Traditional Chinese Medicine Industry Interconnectivity Conference [1]. - The drug is developed in collaboration with academician Zhang Boli and is the first to be approved by the National Medical Products Administration specifically for treating symptoms during the recovery phase of respiratory infections [1][2]. - The launch signifies an expansion of China Resources Sanjiu's product offerings in the respiratory category, aiming to address the rehabilitation issues often overlooked in respiratory infections [1][2]. Group 2: Development and Composition - The formulation of 999 Yiqi Qingfei Granules is based on classic prescriptions such as Shengmai San and Pingwei San, adjusted according to clinical rehabilitation experiences [2]. - The granules focus on enhancing energy and nourishing yin, improving symptoms like fatigue, shortness of breath, and dry cough with little phlegm during the recovery phase of respiratory infections [2]. Group 3: Strategic Vision - The company aims to leverage traditional Chinese medicine values through innovative research, providing safe and effective treatment options for consumers suffering from prolonged cold symptoms [2]. - The product is part of a broader "1+N" brand strategy that encompasses full-cycle management of common household diseases, indicating a comprehensive approach to health care [2]. - 999 Yiqi Qingfei Granules is positioned as a key product in the company's respiratory category, highlighting its strategic importance for future growth [2].

Core Viewpoint - China Resources Sanjiu Medical & Pharmaceutical Co., Ltd. has completed the acquisition of 418,306,002 shares of Tianjin Tasly Pharmaceutical Group Co., Ltd., representing 28% of its total issued shares, thereby becoming its controlling shareholder [2][3][4]. Group 1: Transaction Details - The acquisition was executed through cash payment to Tasly Group and its affiliates, with the shares transferred to China Resources Sanjiu [2]. - The shares acquired include 351,619,489 shares from Tasly Group and smaller amounts from its affiliates [2]. - Following the transaction, the controlling shareholder of Tasly will change from Tasly Group to China Resources Sanjiu, with the actual controller being China Resources Limited [2]. Group 2: Payment Structure - The payment for the share transfer is structured in three phases: 1. 35% of the transfer price to be paid within 10 working days of the agreement's effectiveness [7]. 2. 55% to be paid within 10 working days after the shares are registered under China Resources Sanjiu's name [7]. 3. The remaining 10% to be paid within 10 working days after a 6-month period post-registration [7]. - As of the announcement date, the first payment has already been made [7]. Group 3: Post-Transaction Matters - Following the completion of the share transfer, there are still outstanding payments and commitments that need to be fulfilled according to the share transfer agreement [8]. - The company is required to continue fulfilling its information disclosure obligations as per relevant laws and regulations [8]. Group 4: Verification Opinions - The independent financial advisor, Huatai United Securities, confirmed that the transaction complies with relevant laws and that the share transfer procedures are legal and effective [9]. - The legal advisor, Shanghai Jintiancheng Law Firm, also affirmed that the transaction followed the necessary legal procedures and that there are no significant discrepancies in the information disclosed [10][11].

地址：深圳市福田中心区福华三路卓越世纪中心 1 号楼 21-23 层 上海市锦天城（深圳）律师事务所 关于华润三九医药股份有限公司重大资产购买 实施情况 之法律意见书 上海市锦天城（深圳）律师事务所 法律意见书 电话：0755-82816698 传真：0755-82816898 上海市锦天城（深圳）律师事务所 法律意见书 日 录 | 一、 本次交易方案概述 | | --- | | 二、 本次交易的批准与授权 | | 三、 本次交易的实施情况 … | | .. 四、 信息披露 | | 五、 相关协议及承诺的履行情况 | | 六、 本次交易的后续事项 | | 七、结论意见 . | 2 上海市锦天城（深圳）律师事务所 法律意见书 上海市锦天城（深圳）律师事务所 关于华润三九医药股份有限公司重大资产购买 实施情况 上海市锦天城（深圳）律师事务所（以下简称"本所"）接受华润三九医药 股份有限公司（以下简称"上市公司"或"华润三九"）的委托，并根据华润三 九与本所签订的《专项法律服务合同》，作为华润三九以支付现金的方式收购天 士力医药集团股份有限公司（以下简称"天士力"、"标的公司"）418,306,002 股股份（占天 ...