2021年9月起，华润三九医药股份有限公司（以下简称"华润三九"）陆续推进2021年限制性股票激励计 划相关事宜。近期，该公司完成了部分限制性股票的回购注销工作。 2021年9月15日，华润三九董事会薪酬与考核委员会2021年第四次会议，审议通过激励计划草案等相关 议案。此后，历经多次董事会、监事会会议，以及独立董事发表意见、国资委批复等一系列程序，激励 计划逐步落地实施。2022年5月25日，公司完成首次授予限制性股票登记，向267名激励对象以14.84元/ 股授予824.00万股；2022年8月29日，完成预留授予限制性股票登记，向131名激励对象以23.48元/股授 予120.60万股。 登录新浪财经APP 搜索【信披】查看更多考评等级 激励计划推进历程回顾 2025年7月8日，华润三九发布《关于回购注销部分限制性股票通知债权人的公告》，截至法律意见书出 具之日，公示期已满45天，期间公司未收到债权人要求清偿债务或提供担保的请求。北京兴华会计师事 务所（特殊普通合伙）对本次限制性股票回购注销事项进行了审验并出具《验资报告》。公司已在中国 证券登记结算有限责任公司深圳分公司开设回购专用账户，递交回购注销申 ...

关于部分限制性股票回购注销完成的公告 股票代码：000999 股票简称：华润三九 编号：2025—070 华润三九医药股份有限公司 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。 重要内容提示： ●华润三九医药股份有限公司（以下简称"公司"或"华润三九"）本次回购注销限制 性股票合计 533.3927 万股，占回购前公司股本总额的 0.319%，回购资金总额合计为 34,551,411.32 元，涉及人数合计 376 人。 ●中国证券登记结算有限责任公司深圳分公司确认已于 2025 年 9 月 9 日办理完成公司 部分限制性股票回购注销事宜。本次注销符合法律、行政法规、部门规章、规范性文件、公 司章程、限制性股票激励计划等相关规定。 ●本次回购注销完成后，公司总股本减少 533.3927 万股，由 1,669,588,290 股减少至 1,664,254,363 股。 华润三九分别于 2025 年 5 月 14 日、2025 年 6 月 16 日召开董事会 2025 年第八次会议、 董事会 2025 年第九次会议、监事会 2025 年第五次会议、监事会 202 ...

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 2021 年限制性股票激励计划之 限制性股票回购注销实施的 法律意见书 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 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 2021 年限制性股票激励计划之 限制性股票回购注销实施的 | 声明事项 | 5 | | --- | --- | | | 正文 7 | | 一、 | 本次回购注销的批准与授权 7 | | 二、 | 本次回购注销的具体情况 13 | | 三、 | 本次回购注销的实施 15 | | 四、 | 结论意见 16 | 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"或"华润三九"）的委托，就公司 2021 年限 制性股票激励计划（以下简称"激励计划"或"本次激励计划"）相关事宜提供 专项法律服务。 本所根据《中华人民共和国公司法》（以下简称"《公司法 ...

Core Viewpoint - The traditional Chinese medicine (TCM) industry is experiencing structural opportunities amid policy promotion, price adjustments, technological innovations, and differentiated demand, with mixed performance among leading companies in the sector [1] Revenue and Profit Analysis - Yunnan Baiyao achieved both revenue and net profit growth, reporting revenue of 21.257 billion yuan, up 3.92%, and a net profit of 3.633 billion yuan, up 13.93%, marking a historical high for the period [2][6] - In contrast, Pizhou Huang experienced declines in both revenue and net profit, with revenue of 5.379 billion yuan, down 4.81%, and a net profit of 1.442 billion yuan, down 16.22%, marking its first revenue decline since its listing in 2003 [2][6] - Other companies like Huayuan Sanjiu, Tongrentang, and Baiyunshan reported revenue growth without corresponding profit increases, with Baiyunshan's revenue at 41.835 billion yuan, up 1.93%, but net profit down 1.31% to 2.516 billion yuan [2][8] Industry Trends - The TCM industry is transitioning from resource dependence to quality orientation, with enhanced quality control of medicinal materials [3] - The industry is undergoing deep price adjustments, with supply chains facing both pressure and restructuring, leading to a differentiated pricing landscape for medicinal materials [3] Innovation and R&D Focus - Innovation is emphasized as a core driver for growth in the pharmaceutical industry, with major TCM companies focusing on various aspects of research and development [10] - Yunnan Baiyao is actively pursuing projects in innovative drug development and has over 160 ongoing projects, including several innovative drugs in clinical trials [10][11] - Huayuan Sanjiu has increased its R&D investment by 68.99% to 662 million yuan, with a total of 205 projects in progress, following its acquisition of a 28% stake in Tian Shili [11] Future Outlook - The ability of these companies to convert their strategic innovations and R&D efforts into performance growth remains to be seen, with expectations for future developments in the TCM sector [12]

Core Viewpoint - The traditional Chinese medicine (TCM) industry is experiencing structural opportunities driven by policy support, price adjustments, technological innovations, and differentiated demand in the first half of 2025, with notable performance disparities among leading companies [1][3]. Group 1: Company Performance - Yunnan Baiyao achieved revenue of 212.57 billion yuan, a year-on-year increase of 3.92%, and a net profit of 36.33 billion yuan, up 13.93%, marking a historical high for the period [2][4]. - Baiyun Mountain reported revenue growth of 1.93% to 418.35 billion yuan, but net profit fell by 1.31% to 25.16 billion yuan [5][6]. - Huaren Sanjiu's revenue increased by 4.99% to 148.10 billion yuan, while net profit dropped significantly by 24.31% to 18.15 billion yuan [6][10]. - Tongrentang's revenue was 97.69 billion yuan, a slight increase of 0.06%, but net profit decreased by 7.39% to 9.45 billion yuan [5][6]. - Pianzaihuang experienced a revenue decline of 4.81% to 53.79 billion yuan and a net profit drop of 16.22% to 14.42 billion yuan, marking its first revenue decline since its listing in 2003 [4][5]. Group 2: Industry Trends - The TCM industry is transitioning from resource dependence to quality orientation, with enhanced quality control of medicinal materials [3][4]. - The industry is undergoing deep price adjustments, with supply chain pressures and restructuring, leading to a differentiated pricing landscape [3][4]. - The normalization of centralized procurement is accelerating market differentiation within the industry [3]. Group 3: Research and Innovation - Companies are emphasizing innovation as a core driver for growth, with Baiyun Mountain focusing on innovative drugs, generic drug consistency evaluation, and product redevelopment [7][10]. - Pianzaihuang is advancing multiple new drug projects, including 18 research projects and several clinical studies [8]. - Huaren Sanjiu has increased its R&D investment by 68.99% to 6.62 billion yuan, with 205 projects in progress following its acquisition of a 28% stake in Tian Shili [10][11]. - Yunnan Baiyao is integrating AI technologies across its operations, aiming for a digital transformation that enhances efficiency [9].

Investment Rating - The report maintains a "Market Weight" rating for the pharmaceutical and biotechnology industry [6][29]. Core Insights - The SW pharmaceutical and biotechnology industry underperformed the CSI 300 index, declining by 1.27% from August 22 to September 4, 2025, which is approximately 3.07 percentage points lower than the index [13][29]. - Most sub-sectors within the industry recorded negative returns during the same period, with the medical research outsourcing and chemical preparation sectors showing the highest gains of 12.17% and 5.45%, respectively. In contrast, the in vitro diagnostics and raw materials sectors experienced declines of 5.96% and 4.95% [16][19]. - Approximately 22% of stocks in the industry recorded positive returns, while around 78% experienced negative returns during the reporting period [17][19]. - The overall price-to-earnings (PE) ratio for the SW pharmaceutical and biotechnology industry was approximately 55.41 times, with a relative PE ratio of 4.23 times compared to the CSI 300 index, indicating little change in industry valuation [20][29]. Summary by Sections 1. Market Review - The SW pharmaceutical and biotechnology industry underperformed the CSI 300 index, with a decline of 1.27% from August 22 to September 4, 2025 [13]. - Most sub-sectors recorded negative returns, with medical research outsourcing and chemical preparations leading in gains [16]. - About 22% of stocks in the industry had positive returns, while 78% had negative returns [17]. 2. Industry News - The National Healthcare Security Administration announced the list of drugs for the 2025 National Basic Medical Insurance, with 718 submissions and 535 passing the initial review [27]. - The report highlights the upcoming national medical insurance negotiations and the analysis of 25 traditional Chinese medicine products [27]. 3. Company Announcements - Guangzhou Baiyunshan Pharmaceutical Group announced that its subsidiary received approval for a drug to pass the consistency evaluation for generic drugs [28]. 4. Industry Outlook - The report suggests focusing on investment opportunities in the innovative drug sector and related areas, including medical devices and traditional Chinese medicine [29][32].

Core Viewpoint - The Chinese medicine sector is experiencing a phase of performance pressure, but there are signs of potential recovery in demand and profitability in the second half of 2025, with a focus on companies with strong fundamentals and innovative pipelines [7][10][11]. Market Performance - On September 4, the Shanghai Composite Index fell over 1%, and the Sci-Tech Innovation 50 Index dropped more than 5%, indicating a volatile market environment [1]. - The Chinese medicine ETF (560080) saw a slight decline of 0.54%, with a trading volume exceeding 44 million yuan, reflecting strong demand for buying on dips despite recent losses [1]. Valuation Metrics - As of September 3, 2025, the TTM price-to-earnings ratio of the CSI Traditional Chinese Medicine Index is 25.75x, which is at a low level since 2021 [3]. Company Performance - In the first half of 2025, the total revenue of 64 Chinese medicine companies was 172.9 billion yuan, a year-on-year decrease of 4.95%, while the net profit attributable to shareholders decreased by 9.31% to 19.1 billion yuan [7]. - The gross margin for the sector was 42.05%, down 1.01 percentage points year-on-year, while the net profit margin was 11.04%, down 0.56 percentage points [7]. Cash Flow and Expenses - The median expense ratio for the Chinese medicine sector in the first half of 2025 was 44.5%, up 1.5 percentage points from the same period in 2024, indicating stable expense management [9]. - Operating cash flow improved by 30.77% year-on-year, suggesting better collection of receivables [7][9]. Market Trends - Despite weak OTC demand, the consolidation of retail pharmacies is expected to enhance market concentration for leading OTC products, with market shares for key products increasing [10]. - The Chinese medicine industry is expected to benefit from three main themes: price governance, consumption recovery, and state-owned enterprise reform, which could lead to improved performance for competitive companies [11][12].

Core Viewpoint - The company aims to provide high-quality medical solutions centered around patients through innovation and business development, focusing on becoming a leading enterprise in the Chinese pharmaceutical market driven by innovation [1] Group 1: Business Integration and Strategy - The company has accelerated integration with China Resources Sanjiu since becoming a member in March 2025, focusing on cultural, business, and management integration [4][5] - The company has established a comprehensive chain from raw material planting to research, intelligent manufacturing, and commercial promotion in the traditional Chinese medicine sector [5] - The company has a clear strategy for product layout and pipeline enhancement, particularly in three major therapeutic areas: cardiovascular and metabolic diseases, neurological/psychiatric disorders, and digestive diseases [7][9] Group 2: Research and Development Focus - The company has 83 projects in its pipeline, with 31 being innovative drugs, and approximately 80% of the innovative pipeline is concentrated in traditional Chinese medicine [7][8] - The company is advancing in cutting-edge technologies such as cell and gene therapy and antibody drugs, with several clinical approvals already obtained [8] - The company emphasizes collaboration with clinical experts to support drug development and new target discovery [8] Group 3: Financial Performance and Market Strategy - The company reported a revenue of 4.288 billion yuan and a net profit of 775 million yuan in the first half of the year, reflecting a year-on-year growth of 16.97% [9] - The company is preparing for multiple product launches in the coming years, with expectations for new drugs to be approved annually [9] - The company is enhancing its international presence, having registered products in 47 countries, and is focusing on digital transformation to improve operational efficiency [10]

Core Viewpoint - The company aims to provide high-quality medical solutions centered around patients through innovation and business development, focusing on "innovation-driven" core positioning and deepening research and development in three major therapeutic areas [1][3]. Group 1: Business Integration and Strategy - The company has a primary focus on the research, production, and sales of pharmaceuticals, covering cardiovascular and metabolic diseases, neurological/psychiatric disorders, and digestive diseases with a diverse product portfolio [2]. - Following the acquisition by China Resources Sanjiu, the company has implemented a phased integration plan, completing the first phase successfully by the end of June, which includes cultural, business, and management integration [2][3]. - The company is positioned as a key player in the "one body, two wings" strategy of China Resources Sanjiu, emphasizing its role in innovation within the traditional Chinese medicine sector [3]. Group 2: Product Development and Pipeline - The company has 83 projects in its pipeline, with 31 being innovative drugs, and 21 in clinical phases II and III, focusing on traditional Chinese medicine [5][6]. - Specific diseases are prioritized in each core therapeutic area, with a focus on heart failure and metabolic diseases as high-risk factors for cardiovascular diseases [6]. - The company is advancing its product pipeline with several clinical trials, including traditional Chinese medicine and cutting-edge biopharmaceuticals [5][6]. Group 3: Performance and Market Strategy - The company reported a revenue of 4.288 billion yuan and a net profit of 775 million yuan in the first half of the year, reflecting a year-on-year growth of 16.97% [8]. - The company is preparing for multiple product launches in the coming years, with expectations for new drug approvals each year [8]. - The company is enhancing its international presence, having registered products in 47 countries, and is focusing on emerging markets for commercial cooperation [8]. Group 4: Digital Transformation and Innovation - The company has implemented digital management systems for quality control and production efficiency, significantly improving operational metrics [9]. - The company is actively seeking collaboration opportunities that align with its strategic direction, particularly in innovative drug development [9].

Investment Rating - The report maintains an "Overweight" rating for the traditional Chinese medicine sector [4]. Core Viewpoints - The traditional Chinese medicine sector is experiencing short-term performance pressure, but there are expectations for demand recovery in the future [7][10]. - The overall revenue and profit decline in the sector has narrowed compared to 2024, indicating a gradual recovery in industry sentiment [10]. - The report highlights the importance of brand OTC products, which are expected to see market share increases despite current demand pressures [7][26]. Summary by Sections 2025H1 Performance - In 2025H1, the total revenue of traditional Chinese medicine companies reached 172.9 billion yuan, a year-on-year decrease of 4.95% [10]. - The net profit excluding non-recurring items was 19.1 billion yuan, down 9.31% year-on-year [10]. - The operating cash flow improved significantly, reaching 16.96 billion yuan, an increase of 30.77% year-on-year [10]. OTC Market Analysis - The OTC segment is under pressure, with a median revenue growth rate of -7.6% and a net profit decline of -19.7% in Q2 2025 [26]. - The retail market for pharmaceuticals and non-pharmaceuticals in China saw a slight decline, with a total of 296.1 billion yuan in H1 2025, down 2.2% year-on-year [26][29]. - The report notes that the concentration of leading OTC brands is increasing, with significant market share gains for products like Huaren Sanjiu's Ganmaoling Granules [26][31]. Cost and Margin Outlook - The median gross margin for the sector in 2025H1 was 42.05%, a decrease of 1.01 percentage points year-on-year [10]. - The report anticipates a recovery in gross margins in H2 2025 as the pressure from high-priced raw materials eases [13]. - The median expense ratio for the sector was 44.5%, reflecting a stable cost structure despite slight increases in certain areas [15]. R&D and Innovation - The median R&D expense ratio for the sector remains around 3%, with leading companies like Kangyuan Pharmaceutical and Tian Shili investing over 10% of their revenue in R&D [24]. - The report emphasizes the potential for revaluation of innovative pipelines as companies increase their R&D investments [7].