山东沃华医药科技股份有限公司 独立董事专门会议机制 （2023 年 12 月制订） 第一条 为进一步完善山东沃华医药科技股份有限公司 （以下简称"公司"） 的法人治理结构，充分发挥独立董事在公司治理中的作用，根据 中华人民共和 国公司法》（以下简称 " 公司法》"） 上市公司治理准则》 上市公司独立董事管 理办法》 公司章程》等其他有关规定并结合公司实际情况，制定本制度。 第二条 独立董事是指不在公司担任除董事外的其他职务，并与公司及其主 要股东、实际控制人不存在直接或间接利害关系，或者其他可能影响其进行独立 客观判断关系的董事。 第三条 独立董事对公司及全体股东负有忠实与勤勉义务，应当按照法律、 行政法规、中国证券监督管理委员会（以下简称"中国证监会"）规定、深圳证 券交易所业务规则和 公司章程》的规定，认真履行职责，在董事会中发挥参与 决策、监督制衡、专业咨询作用，维护公司整体利益，保护中小股东合法权益。 第七条 独立董事专门会议由过半数独立董事共同推举一名独立董事召集和 主持；召集人不履职或者不能履职时，两名及以上独立董事可以自行召集并推举 一名代表主持。 第八条 独立董事专门会议的表决，实行一人一票。 ...

证券代码：002107 证券简称：沃华医药 公告编号：2023-025 山东沃华医药科技股份有限公司 第七届董事会第九次会议决议公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完 整，没有虚假记载、误导性陈述或重大遗漏。 二、会议以 8 票同意，0 票反对，0 票弃权，审议通过了《关 于制定<独立董事专门会议机制>的议案》。 为规范公司独立董事专门会议的议事规则和决策程序，促使并保 障独立董事有效地履行其职责，本公司董事会根据《公司法》《证券 法》《上市公司独立董事管理办法》《规范运作指引》和《公司章程》 等有关规定，同意新制定的《独立董事专门会议机制》。 具体内容参见 2023 年 12 月 23日发布于巨潮资讯网的《山东 沃华医药科技股份有限公司独立董事专门会议机制》。 三、备查文件 山东沃华医药科技股份有限公司（以下简称公司）第七届董事会 第九次会议于 2023 年 12 月 22 日以通讯表决方式召开，会议通知于 2023 年 12 月 19 日以书面、电子邮件等方式发出。本次会议应参会 董事 8 名，实际参会董事 8 名。会议由董事长赵丙贤先生主持。会议 的召开符合《公司法》等相关法律法规 ...

证券代码：002107 证券简称：沃华医药 公告编号：2023-023 特此公告。 山东沃华医药科技股份有限公司 山东沃华医药科技股份有限公司董事会 关于公司实际控制人解除留置的公告 2023 年 11 月 22 日 本公司及董事会全体成员保证信息披露内容的真实、准确和完 整，没有虚假记载、误导性陈述或重大遗漏。 山东沃华医药科技股份有限公司（以下简称"公司"）于2023年 11月7日发布了《山东沃华医药科技股份有限公司关于公司实际控制 人被留置的公告》（公告编号：2023-022），披露公司董事长、实际控 制人赵丙贤先生被采取留置措施，配合监委机关协助调查，但所涉事 项与公司无关。 近日，公司收到赵丙贤先生的通知，赵丙贤先生已被相关纪检监 察机关解除留置措施。 公司指定披露媒体为《证券时报》《中国证券报》和巨潮资讯网 （www.cninfo.com.cn），公司所有信息均以在上述指定媒体刊登的信 息为准。敬请广大投资者理性投资，注意投资风险。 ...

证券代码：002107 证券简称：沃华医药 公告编号：2023-022 本公司及董事会全体成员保证信息披露内容的真实、准确和完 整，没有虚假记载、误导性陈述或重大遗漏。 山东沃华医药科技股份有限公司（以下简称"公司"）近期获悉， 公司董事长、实际控制人赵丙贤先生被采取留置措施，配合监委机关 协助调查。但所涉事项与公司无关，截至本公告出具日，公司未收到 相关机关的通知，也未接受过任何协助调查。 公司拥有完善的组织架构和规范的治理体系，拥有完善的治理结 构和业务流程，其他董事、监事和高级管理人员均正常在岗，董事会 依法履行职责不会受到影响，日常经营管理由公司高管团队负责，且 已针对相关事项做了妥善安排。截至本公告披露日，公司控制权未发 生变化，董事会、监事会运作正常，公司及子公司生产经营秩序正常， 各项业务正稳步推进中，本事项不会对公司正常生产经营产生重大影 响。 截至本公告披露日，公司尚未知悉留置调查的进展及结论，同时 会密切关注上述事项的最新进展情况，并将按照《公司法》《深圳证 券交易所股票上市规则》《深圳证券交易所上市公司自律监管指引第 1 号——主板上市公司规范运作》及《公司章程》等法律法规和相关 制度规 ...

Financial Performance - The company's operating revenue for Q3 2023 was ¥224,083,321.85, a decrease of 10.10% compared to the same period last year[3] - The net profit attributable to shareholders for Q3 2023 was ¥20,197,283.93, down 12.33% year-on-year[3] - The net profit after deducting non-recurring gains and losses was ¥19,501,113.58, reflecting a 12.73% decline compared to the previous year[3] - Total operating revenue for the current period is 716,392,429.50, a decrease from 752,849,548.28 in the previous period, representing a decline of approximately 4.8%[17] - Operating profit for the current period is 47,714,006.59, down from 74,736,005.11, indicating a decline of approximately 36.2%[18] - Net profit for the current period is 46,438,288.71, compared to 63,423,848.29 in the previous period, a decrease of around 26.7%[19] - Basic and diluted earnings per share are both 0.10, down from 0.14 in the previous period, reflecting a decline of approximately 28.6%[19] Assets and Liabilities - The total assets at the end of Q3 2023 amounted to ¥1,119,024,036.45, representing a 1.73% increase from the end of the previous year[4] - The company's total liabilities decreased to CNY 285,735,266.39 from CNY 310,200,830.51, indicating a reduction in financial obligations[15] - The total equity attributable to shareholders increased to CNY 803,901,512.07 from CNY 746,500,239.28, reflecting a growth of approximately 7.5%[15] - The company's total liabilities decreased by 81.16% in contract liabilities, reflecting a reduction in advance payments received[7] - The company reported a significant increase of 199.30% in notes payable, attributed to an increase in bank acceptance bills issued during the reporting period[7] Cash Flow and Cash Management - The net cash flow from operating activities for the year-to-date period was ¥91,875,569.97, down 24.96% compared to the same period last year[8] - The company's cash and cash equivalents increased by 30.82% to ¥364,058,822.06 due to increased sales collections during the reporting period[7] - Cash flow from operating activities generated a net amount of 91,875,569.97, down from 122,443,327.65, a decrease of about 25%[22] - Cash and cash equivalents at the end of the period increased to 362,901,383.52 from 286,622,251.48, representing an increase of approximately 26.6%[23] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 40,947[10] Inventory and Receivables - Accounts receivable rose to CNY 117,953,452.76 from CNY 85,236,185.16, marking an increase of approximately 38.5%[13] - Inventory decreased to CNY 136,859,522.29 from CNY 146,034,842.03, a decline of about 6.5%[13] Expenses - Research and development expenses for the current period are 36,523,429.87, slightly down from 38,274,932.52, a decrease of about 4.6%[18] - Sales expenses increased to 396,000,546.49 from 393,799,547.98, reflecting a rise of approximately 0.6%[18] - Tax expenses decreased significantly to 1,773,603.76 from 10,119,935.70, a reduction of about 82.5%[18] Reporting and Compliance - The third quarter report of Shandong WoHua Pharmaceutical Technology Co., Ltd. has not been audited[24] - The company has implemented new accounting standards starting from 2023[24] - The financial statement items related to the first execution year have been adjusted accordingly[24] - The board of directors announced the third quarter report on October 26, 2023[24] - There are no specific performance summaries or user data provided in the document[24] - Future outlook and performance guidance details are not included in the report[24] - Information regarding new product and technology development is absent[24] - Market expansion and acquisition strategies are not mentioned[24] - Other new strategies are not discussed in the document[24] - The report does not provide any numerical data or percentage figures[24]

Financial Performance - The company's operating revenue for the first half of 2023 was ¥492,309,107.65, a decrease of 2.24% compared to ¥503,597,034.18 in the same period last year[25]. - The net profit attributable to shareholders of the listed company was ¥37,203,988.86, down 33.66% from ¥56,081,346.94 year-on-year[25]. - The net profit after deducting non-recurring gains and losses was ¥35,689,954.82, a decline of 36.02% compared to ¥55,781,244.82 in the previous year[25]. - The net cash flow from operating activities was ¥55,925,042.19, representing a decrease of 39.48% from ¥92,407,553.51 in the same period last year[25]. - Basic earnings per share were ¥0.06, down 40.00% from ¥0.10 in the previous year[25]. - The total profit for the reporting period was approximately ¥31.42 million, reflecting a significant decrease of 46.12% year-on-year due to reduced operating income and increased expenses[157]. - The company achieved operating revenue of 492.31 million yuan, a year-on-year decrease of 2.24%[105]. - The gross profit margin for the pharmaceutical industry was 75.63%, an increase of 0.55% from the previous year[160]. Assets and Liabilities - Total assets at the end of the reporting period were ¥1,130,005,396.45, an increase of 2.73% from ¥1,099,991,311.86 at the end of the previous year[25]. - The net assets attributable to shareholders of the listed company were ¥783,704,228.14, up 4.98% from ¥746,500,239.28 at the end of the previous year[25]. - The total liabilities increased to ¥152,650,623.90, representing 13.51% of total assets, up from 12.59% at the end of the previous year[162]. - The company's cash and cash equivalents increased to ¥332,057,869.41, representing 29.39% of total assets, up from 25.30% at the end of the previous year[162]. - Accounts receivable decreased to ¥95,414,694.54, accounting for 8.44% of total assets, down from 10.72% at the end of the previous year[162]. - The inventory level was ¥153,227,381.65, which is 13.56% of total assets, slightly up from 13.28% at the end of the previous year[162]. Market and Industry Insights - The pharmaceutical industry is a crucial part of the national economy, with a long-term strong demand driven by increasing healthcare needs due to rising living standards and an aging population[33]. - Chronic non-communicable diseases are on the rise, with a prevalence rate of 23%, leading to increased long-term medication needs and healthcare spending[37]. - The aging population is projected to increase significantly, with the proportion of individuals aged 65 and above potentially exceeding 20% by 2030, creating a substantial market for healthcare services[36]. - The traditional Chinese medicine industry is expected to thrive, supported by government policies and its unique advantages in treating chronic diseases[40]. - The Chinese government has significantly increased support for traditional Chinese medicine (TCM), with policies aiming for full coverage of TCM services in community health centers and township hospitals by 2025[41]. Product and R&D Development - The company has established strong products in the fields of cardiovascular and skeletal diseases, positioning itself to benefit from the growing market driven by aging and chronic diseases[38]. - The company has 162 drug approval numbers, with 15 exclusive products and 93 products included in the 2022 National Medical Insurance Drug List, enhancing its market presence[56]. - The company has invested significantly in the research and development of its products, ensuring a strong pipeline for future growth and market expansion[68]. - The proprietary product, WoHua® XinKeShu Pian, is recognized as a Class A drug in the National Basic Medical Insurance List, demonstrating its essential clinical use and safety compared to similar products[68]. - The company has established a research institute to attract top talent for independent and collaborative research, enhancing its R&D capabilities[74]. Marketing and Sales Strategies - The company has developed a comprehensive marketing system covering all categories of terminals, including hospitals, retail pharmacies, and grassroots medical institutions, enhancing brand influence and market share[58]. - The marketing strategy includes a focus on terminal customers and the implementation of a "pit position system" to improve sales techniques and product knowledge[59]. - The company is focusing on optimizing marketing strategies and enhancing team capabilities to drive future growth[106]. - The company has organized 1,983 online and offline training sessions, covering 24,527 participants, and conducted 2,496 online academic activities with 14,494 participants, significantly increasing the quantity and quality of promotional activities compared to 2022[115]. - The company has built a professional marketing and business team to enhance brand influence and market penetration, which is a core competitive advantage[89]. Challenges and Risks - The company faces risks related to the concentration of its main products, including Wohua® Xinkeshu tablets and Bone Health capsules, which directly impact revenue and profitability[172]. - Recent fluctuations in raw material prices have led to increased manufacturing costs, impacting the company's normal profitability[174]. - The company has not distributed cash dividends or bonus shares for the half-year period[179]. - The company has entered the national medical insurance directory, but there is a risk of being removed due to ongoing policy adjustments in the pharmaceutical sector[173]. Corporate Governance and Social Responsibility - The company emphasizes the protection of shareholders' rights, particularly for small and medium-sized investors, ensuring fair and transparent communication and decision-making processes[186]. - Wohua actively participates in charitable activities, donating RMB 150,000 to the Linqu County Charity Association during the reporting period[185]. - The company has established a comprehensive human resources management system to protect employee rights and ensure a harmonious labor relationship[187]. - The company has received the title of "Contract-abiding and Trustworthy Enterprise" in Shandong Province for several consecutive years, indicating strong compliance with supplier and customer contracts[188].

Financial Performance - The company's revenue for Q1 2023 was ¥235,281,203.05, a decrease of 9.29% compared to ¥259,375,844.83 in the same period last year[5] - Net profit attributable to shareholders was ¥25,449,286.76, down 5.35% from ¥26,888,553.37 year-on-year[5] - Total operating revenue for Q1 2023 was CNY 235,281,203.05, a decrease of 9.4% compared to CNY 259,375,844.83 in the same period last year[17] - Net profit for Q1 2023 was CNY 22,231,890.00, slightly down from CNY 22,912,438.15 in Q1 2022, representing a decrease of 3.0%[18] - The total comprehensive income attributable to the parent company was CNY 25,449,286.76, a decrease from CNY 26,888,553.37 in the previous period, representing a decline of approximately 5.34%[22] Cash Flow - The net cash flow from operating activities decreased by 36.18%, amounting to ¥31,206,904.28 compared to ¥48,896,554.00 in the previous year[5] - The net cash flow from operating activities was CNY 31,206,904.28, down from CNY 48,896,554.00 in the previous period, indicating a decrease of about 36.3%[20] - The cash inflow from operating activities totaled CNY 275,294,182.68, compared to CNY 278,874,679.77 in the previous period, reflecting a slight decrease of approximately 1.04%[20] - The cash outflow from operating activities was CNY 244,087,278.40, an increase from CNY 229,978,125.77 in the previous period, which is an increase of about 6.1%[20] - The net cash flow from investing activities was -CNY 589,405.82, improving from -CNY 1,900,205.62 in the previous period[22] Assets and Liabilities - Total assets at the end of the reporting period were ¥1,104,442,553.60, reflecting a slight increase of 0.40% from ¥1,099,991,311.86 at the end of the previous year[5] - Total assets increased to CNY 1,104,442,553.60 from CNY 1,099,991,311.86, showing a growth of 0.4%[15] - Total liabilities decreased to CNY 292,420,182.25 from CNY 310,200,830.51, a decline of 5.7%[15] Shareholder Information - The number of ordinary shareholders at the end of the reporting period was 44,473[10] - Basic and diluted earnings per share were both ¥0.04, representing a decline of 20.00% from ¥0.05 in the same period last year[5] - Basic and diluted earnings per share were both CNY 0.04, down from CNY 0.05 in the previous period, indicating a decrease of 20%[22] Expenses - Management expenses rose by 31.67% to ¥18,772,532.32 due to increased personnel costs[9] - Total operating costs for Q1 2023 were CNY 212,158,583.49, down 8.2% from CNY 231,011,940.52 year-on-year[17] - The company reported a significant reduction in sales expenses to CNY 117,466,712.37 from CNY 133,691,504.63, a decrease of 12.1%[17] - The company’s R&D expenses increased to CNY 15,552,459.72 from CNY 14,040,887.58, reflecting a growth of 10.8%[17] Cash and Equivalents - The company's cash and cash equivalents increased to CNY 309,845,793.94 from CNY 278,289,264.27 at the beginning of the year, reflecting a growth of 11.4%[14] - The cash and cash equivalents at the end of the period were CNY 307,633,936.01, an increase from CNY 223,135,070.87 at the end of the previous period, representing a growth of approximately 37.9%[22]

证券代码： 002107 证券简称：沃华医药 山东沃华医药科技股份有限公司投资者关系活动记录表 文件编号 2023001 | 投资者关系活动 | □特定对象调研 □ 分析师会议 | | --- | --- | | 类别 | □ 媒体采访 √ 业绩说明会 | | | □ 新闻发布会 □ 路演活动 | | | □ 现场参观 | | | □ 其他 （请文字说明其他活动内容） | | 参与单位名称及 | 投资者网上提问 | | 人员姓名 | | | 时间 | 2023 年 4 月 11 日 (星期二) 下午 15:00~17:00 | | 地点 | 公司通过全景网"投资者关系互动平台"（https://ir.p5w.net） | | | 采用网络远程的方式召开业绩说明会 | | 上市公司接待人 | 1、副董事长、董事会秘书赵彩霞 | | 员姓名 | 2、董事张戈 | | | 3、独立董事俞俊利 | | | 4、总裁曾英姿 | | | 5、副总裁兼财务总监王炯 投资者提出的问题及公司回复情况 | | | 公司就投资者在本次说明会中提出的问题进行了回复： 1、很多患者反应心可舒片疗效很好，公司有何举措让产品在 | | | ...

证券代码：002107 证券简称：沃华医药 公告编号：2023-014 山东沃华医药科技股份有限公司董事会 二〇二三年四月三日 山东沃华医药科技股份有限公司 关于举行 2022 年度业绩网上说明会的通知 山东沃华医药科技股份有限公司（以下简称公司）定于2023年4月11 日（星期二） 15:00–17:00 举行2022年度业绩网上说明会。本次业绩说 明会采用网络远程的方式召开，投资者可登陆全景网"投资者关系互动 平台"（http://ir.p5w.net）参与本次说明会。 出席公司2022年度业绩网上说明会的人员有：副董事长、董事会秘 书赵彩霞女士，董事张戈先生，独立董事俞俊利先生，总裁曾英姿女士， 副总裁、财务总监王炯先生。 欢迎广大投资者积极参与。 特此公告。 本公司及董事会全体成员保证信息披露内容的真实、准确和完整， 没有虚假记载、误导性陈述或重大遗漏。 ...

Financial Performance - The company's operating revenue for 2022 was CNY 1,014,818,455.50, representing a 7.65% increase compared to CNY 942,674,553.55 in 2021[23]. - The net profit attributable to shareholders decreased by 34.28% to CNY 107,385,865.65 from CNY 163,392,002.72 in the previous year[23]. - The net profit after deducting non-recurring gains and losses was CNY 104,772,706.39, down 33.40% from CNY 157,328,113.26 in 2021[23]. - The net cash flow from operating activities was CNY 185,258,732.05, a decrease of 7.43% compared to CNY 200,119,233.17 in 2021[23]. - Basic earnings per share fell by 32.14% to CNY 0.19 from CNY 0.28 in the previous year[23]. - The total assets at the end of 2022 were CNY 1,099,991,311.86, a decrease of 5.26% from CNY 1,161,092,124.65 at the end of 2021[23]. - The net assets attributable to shareholders decreased by 9.04% to CNY 746,500,239.28 from CNY 820,716,496.07 in 2021[23]. - The weighted average return on net assets was 14.10%, down from 20.71% in the previous year, a decrease of 6.61%[23]. Market Trends and Opportunities - The medical industry is expected to continue growing due to increasing healthcare demands driven by an aging population and rising chronic disease rates[32]. - The proportion of healthcare spending in China is expected to increase, with the basic medical insurance fund's total income growing by 15.6% in 2021[33]. - The aging population is projected to exceed 400 million by 2035, leading to a significant increase in demand for medical services and products[36]. - The prevalence of chronic non-communicable diseases is rising, with a reported chronic disease rate of 23%, indicating a growing market for long-term medication and healthcare services[36]. - The traditional Chinese medicine (TCM) industry has a broad prospect, supported by the government's continuous policy backing and the unique advantages of TCM in treating chronic diseases[38][40]. Product Development and R&D - The company is committed to enhancing its R&D capabilities, particularly in traditional Chinese medicine, and plans to deepen collaborations with research institutions to develop new products[55]. - The company has developed a proprietary traditional Chinese medicine, Brain Blood Smooth Oral Liquid, which is a unique patented product for treating acute cerebral hemorrhage and early recovery phases[70]. - The company has received multiple funding supports for Brain Blood Smooth Oral Liquid from national projects, including the National Torch Program and key projects in Shandong Province[70]. - The company has established a collaborative research and development model with multiple domestic research institutions, enhancing innovation in traditional Chinese medicine[76]. - The company has implemented a detailed intellectual property protection strategy to ensure the long-term stability and continuous investment in its exclusive products[137]. Marketing and Sales Strategies - The company has established a comprehensive marketing system targeting various terminal markets, enhancing its operational efficiency and brand influence[146]. - The marketing team has expanded its academic promotion capabilities by attracting experienced external marketing talents and enhancing training for existing staff[107]. - The company has implemented a budget-based specialized clinical academic promotion model, enhancing direct engagement with healthcare professionals to boost product demand[86]. - The company has signed a cooperation agreement with Shandong Jiuzhoutong Pharmaceutical Co., Ltd. to promote e-commerce strategies nationwide[102]. - The company is focusing on academic promotion and process management to stabilize operational performance amid market challenges[100]. Operational Challenges - Raw material prices have surged significantly, with hawthorn up 41.4%, salvia miltiorrhiza up 27.2%, and rehmannia glutinosa up 170.3% compared to 2021, increasing operational pressure[53]. - The ongoing reform of the medical insurance payment system poses challenges for clinical use, particularly in hospitals, necessitating effective marketing strategies[50]. - The company has faced rising labor costs and a significant short-term labor shortage due to market conditions[52]. - Strengthened regulatory enforcement and compliance requirements are expected to increase operational costs for smaller firms, benefiting established companies with robust compliance systems[51]. Future Outlook - The company aims to achieve stable and sustainable growth in sales revenue and profit as its main operational goal for 2023[190]. - The company will focus on the development of its four major proprietary medical insurance pillar products, which are crucial for driving overall sales revenue[194]. - The company plans to enhance its marketing reform efforts, which have already shown promising results, to further boost performance in 2023[193]. - The company will prioritize resource allocation to strengthen the development of its proprietary products, ensuring they become leading brands in their respective therapeutic areas[194]. - The company will explore new marketing strategies in response to market changes, particularly in the antiviral and cold medicine sectors, to expand profit margins[198].