一、审议通过了《关于公司符合以简易程序向特定对象发行股票条件的议案》 根据《中华人民共和国公司法》《中华人民共和国证券法》《上市公司证券 发行注册管理办法》等法律、法规和规范性文件及《公司章程》的有关规定，经 认真对照上市公司以简易程序向特定对象发行股票的要求，并对公司实际情况进 行逐项自查论证后，监事会认为公司符合现行相关法律、法规及规范性文件中关 于上市公司以简易程序向特定对象发行股票的各项条件。 公司于 2023 年 5 月 15 日召开的 2022 年年度股东大会已审议通过了《关于 提请 2022 年年度股东大会授权董事会办理小额快速融资相关事宜的议案》，因 此，本议案及其他相关议案无需提交公司股东大会审议。 哈尔滨誉衡药业股份有限公司 证券代码：002437 证券简称：誉衡药业 公告编号：2023-060 哈尔滨誉衡药业股份有限公司 第六届监事会第六次会议决议公告 本公司及监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。 2023 年 8 月 8 日，哈尔滨誉衡药业股份有限公司（以下简称"公司"）以短信 及电子邮件的方式向全体监事发出了《关于召开公司第六届监事 ...

证券代码：002437 证券简称：誉衡药业 公告编号：2023-063 哈尔滨誉衡药业股份有限公司 2023 年度以简易程序向特定对象发行股票 募集资金使用的可行性分析报告 二〇二三年八月 一、本次募集资金的使用计划 公司本次发行股票募集资金总额不超过3亿元（含本数），且不超过公 司最近一年末净资产的20%。募集资金在扣除相关发行费用后的净额拟投 入如下项目： 在上述募集资金投资项目的范围内，公司可根据项目的进度、资金需求等实 际情况，对相应募集资金投资项目的投入顺序和具体金额进行适当调整。本次发 行的募集资金到位前，公司可以根据募集资金投资项目的实际情况，以自筹资金 先行投入，并在募集资金到位后予以置换。 本次以简易程序向特定对象发行股票的募集资金到位后，如实际募集资金净 额少于上述拟投入募集资金金额，募集资金不足部分由公司以自有资金或通过其 他融资方式解决。公司将根据募集资金专户存储制度，将募集资金存放于专项账 户集中管理，专款专用。 本次募集资金使用中，资本性支出和费用化支出情况如下： 如上表所示，本次募集资金投资中，费用化支出的金额为 9,000.00 万元， 占募集资金投资总额的比例为 30.00% ...

Financial Performance - The company reported a revenue of RMB 1.2 billion for the first half of 2023, representing a year-on-year increase of 15%[21]. - The net profit attributable to shareholders was RMB 200 million, up 10% compared to the same period last year[21]. - The company's operating revenue for the current reporting period is ¥1,432,663,200.48, representing a decrease of 10.43% compared to ¥1,599,568,666.45 in the same period last year[27]. - The net profit attributable to shareholders of the listed company is ¥28,249,027.25, an increase of 5.13% from ¥26,870,523.13 in the previous year[27]. - The company reported a total comprehensive income of CNY 33,923,280.05 for the first half of 2023, compared to CNY 34,582,142.11 in the same period of 2022[145]. - The total operating revenue for the first half of 2023 was CNY 1,432,663,200.48, a decrease of 10.5% compared to CNY 1,599,568,666.45 in the same period of 2022[143]. - The company reported a total of ¥1,475,330.54 in non-recurring gains and losses for the current period[32]. - The total profit loss for the first half of 2023 was CNY -75,947,894.12, compared to a loss of CNY -59,618,771.34 in the first half of 2022, indicating a worsening financial performance[148]. Research and Development - The company plans to invest RMB 300 million in R&D for new drug development in the next fiscal year[21]. - The company has 9 products in the R&D phase that have reached the pilot test stage, indicating ongoing innovation efforts[38]. - Research and development expenses were ¥38,367,527.40, down 4.58% from ¥40,207,918.39 in the previous year[44]. - The company has allocated 370 million yuan for research and development, which is 18% of total revenue, to enhance its product offerings[158]. - R&D expenses for the first half of 2023 amounted to CNY 1,380,438.73, a decrease from CNY 3,200,000.00 in the same period of 2022, reflecting a significant reduction in investment[147]. Market Expansion - User data indicates a 20% increase in the number of active customers, reaching 1.5 million by the end of June 2023[21]. - The company has expanded its market presence by entering three new provinces, increasing its distribution network by 25%[21]. - The management has set a revenue target of RMB 2.5 billion for the full year 2023, reflecting a growth rate of 12%[21]. - The company plans to expand its market presence through new product launches and technological advancements in the upcoming quarters[158]. - The company aims to achieve a revenue growth target of 10% for the next fiscal year, driven by strategic market expansion initiatives[158]. Financial Position - Total assets at the end of the reporting period amount to ¥3,617,614,586.47, a decrease of 11.21% from ¥4,074,185,955.01 at the end of the previous year[27]. - The company's equity attributable to shareholders increased to CNY 1,661,153,081.44 from CNY 1,631,237,579.41, showing a growth of approximately 1.8%[138]. - The total liabilities decreased to CNY 1,891,572,464.76 from CNY 2,370,644,737.61, a reduction of about 20.2%[138]. - The total liabilities to total assets ratio improved to approximately 52.2% from 58.1%[138]. - The company reported a total equity of 2,198 million yuan at the end of the reporting period[162]. Environmental Compliance - The company strictly adheres to environmental protection laws and has obtained the necessary pollution discharge permits[82]. - The company reported a total wastewater discharge of 36.5 tons per year, with COD emissions at 19.18 tons per year, and ammonia nitrogen emissions at 3.65 tons per year[83]. - The company has implemented strict adherence to environmental protection laws and regulations, ensuring that all pollution discharge standards are met[85]. - The company has upgraded and modified environmental protection equipment to ensure normal operation of treatment facilities[85]. - There were no administrative penalties due to environmental issues during the reporting period[86]. Corporate Governance - The company has not engaged in any securities or derivative investments during the reporting period[59][60]. - The company has not experienced any major litigation or arbitration matters during the reporting period[94]. - The company has not conducted any poverty alleviation or rural revitalization initiatives during the reporting period[86]. - The company has not implemented any employee stock ownership plans or other incentive measures during the reporting period[79]. - The company has no controlling shareholder as of April 4, 2023, following a change in control[126]. Related Party Transactions - The company reported a significant related party transaction amounting to ¥825.2 million, representing 0.58% of the approved transaction limit[97]. - The total amount of related party transactions in the past twelve months reached ¥3,400 million[97]. - The company sold 100% equity of its subsidiary to a related party for a transfer price of 58.24 million yuan, with the net asset value at 80.24 million yuan, resulting in no significant impact on financial performance[99]. - The company has established a sales agreement with Guizhou Province Medical Procurement, with a transaction amount of ¥2,500 million[97]. - The company approved a related party transaction limit of 9 million yuan for the sale of products by its subsidiary, which was executed with a transaction amount of 564,700 yuan in January-February 2023[98].

Group 1: Company Performance and Financial Impact - The company has confirmed an investment loss of 35.74 million yuan from January to May 2023, with an estimated total impact on net profit for the year ranging from -8,000 to -9,000 million yuan [1] - The domestic biopharmaceutical industry is facing intensified competition, with several PD-1/PD-L1 related products approved for market, diminishing the competitive edge of the company's product [1] - The company plans to divest its entire stake in its subsidiary, Yuheng Biotech, due to significant losses affecting overall performance [1] Group 2: Research and Development Projects - Current research projects focus on orthopedic, cardiovascular, and vitamin/mineral fields, utilizing self-research, CRO partnerships, and collaborative development [2] - The company maintains a strong market position with its injectable compound vitamins, holding over 80% market share, and potassium chloride sustained-release tablets, which have increased market share to over 30% [2] Group 3: Production Capacity and Utilization - As of the end of 2022, the company operates 50 production lines with an annual capacity of 680 million injectable units and 2.65 billion oral solid units [3] - Utilization rates vary significantly across production lines, with potassium chloride sustained-release tablets exceeding 90% utilization, while some lines remain underutilized [3] Group 4: Market Strategy and Sales - The company aims to stabilize its existing business and explore first-generic drugs and new differentiated products in the short term, avoiding further investments in the biopharmaceutical sector for now [1] - The impact of centralized procurement policies on the company's main products is positive, particularly for potassium chloride sustained-release tablets, with no significant changes in overall revenue expected this year [3]

| | □特定对象调研 □ 分析师会议 | | --- | --- | | 投资者关系活动 | □ 媒体采访 √ 业绩说明会 | | 类别 | □ 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 | 年 月 日 2023 5 15 (周一) 下午 14:00~16:30 | | 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、副总经理、董事会秘书刘月寅 | | 员姓名 | 2、董事、副总经理、财务总监纪作哲 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、胡晋你好，你是誉衡董事长也是信邦制药董事，可以客 | | | 观评价一下两公司经营状况，市值管理和高管们的薪酬情况，深 | | | 交所的问询你们的理由也很充分，但作为对比是不是没可比性， | | | 你们高管对公司发展是否有信心，如有，是否可以用你们来之不 | ...

Group 1: Event Details - The event will be held online on May 15, 2023, from 14:00 to 16:30 [1] - Investors can participate via the "Panjing Roadshow" website, WeChat, or the Panjing Roadshow APP [1] Group 2: Company Engagement - Company executives will discuss the 2022 annual performance, corporate governance, development strategy, operational status, financing plans, and sustainable development [1] - The company encourages active participation from investors [1] Group 3: Assurance of Information - The company and its board guarantee that the disclosed information is true, accurate, and complete, with no false records or misleading statements [1]

Financial Performance - The company's revenue for Q1 2023 was ¥681,168,970.96, a decrease of 12.02% compared to ¥774,211,987.48 in the same period last year[4] - Net profit attributable to shareholders reached ¥20,058,598.74, representing a significant increase of 1,909.35% from ¥998,263.43 year-on-year[4] - Basic and diluted earnings per share were both ¥0.0091, an increase of 1,720.00% compared to ¥0.0005 in the same period last year[4] - The total operating revenue for the current period is ¥681,168,970.96, a decrease of 11.99% compared to ¥774,211,987.48 in the previous period[20] - The net profit for the current period is ¥21,870,444.70, significantly higher than ¥3,046,070.09 in the previous period, marking a growth of 619.06%[21] - The total comprehensive income for the current period is ¥21,156,409.21, compared to ¥2,822,278.80 in the previous period, showing a substantial increase[21] Cash Flow - The net cash flow from operating activities was ¥83,699,367.15, up 47.30% from ¥56,821,196.52 in the previous year[4] - The net cash flow from operating activities was ¥83,699,367.15, an increase from ¥56,821,196.52 in the previous period, indicating a positive trend in operational cash generation[24] - The net cash flow from investing activities was ¥25,147,232.08, a turnaround from a negative cash flow of ¥117,006,134.10 in the previous year[9] - The net cash flow from financing activities was -¥101,258,939.96, compared to -¥27,724,573.13 in the previous period, showing increased cash outflows related to financing[25] - The total cash inflow from investment activities was ¥57,198,472.28, significantly lower than ¥314,461,007.58 in the previous period, reflecting a decrease in investment returns[24] - The net increase in cash and cash equivalents was ¥6,815,714.09, contrasting with a decrease of ¥88,440,630.07 in the previous period, suggesting improved liquidity management[25] Assets and Liabilities - Total assets at the end of the reporting period were ¥3,948,401,721.10, a decrease of 3.09% from ¥4,074,185,955.01 at the end of the previous year[4] - The total liabilities amount to ¥2,235,154,094.49, a decrease from ¥2,370,644,737.61 in the previous period[18] - The total current assets are reported at 1,738,338,700.12 RMB, a decrease from 1,816,197,553.88 RMB, indicating a decline of about 4.3%[16] - The total non-current assets amount to 2,210,063,020.98 RMB, down from 2,257,988,401.13 RMB, representing a decrease of approximately 2.1%[17] Shareholder Information - The total number of common shareholders at the end of the reporting period is 93,421[11] - Harbin Yuheng Group Co., Ltd. holds 32.13% of shares, totaling 706,248,522 shares, which are frozen[11] - The top ten shareholders include YU HENG INTERNATIONAL INVESTMENTS CORPORATION with 2.58% and ORIENTAL KEYSTONE INVESTMENT LIMITED with 1.95%[11][12] - The company has no controlling shareholder or actual controller as of the report date, following the bankruptcy of Harbin Yuheng Group[13] - The company’s stock held by Harbin Yuheng Group has been completely auctioned and transferred, with no remaining shares held by the group[13] Operational Efficiency - The total operating costs for the current period are ¥636,373,987.48, down 13.27% from ¥733,867,370.83 in the previous period[20] - Research and development expenses for the current period are ¥13,997,253.96, down from ¥19,378,770.25 in the previous period, indicating a reduction of 27.56%[20] - Cash paid for purchasing goods and services was ¥98,639,590.05, compared to ¥161,161,410.50 in the previous period, reflecting a decrease in operational expenditures[24] - Cash paid for employee compensation was ¥115,102,392.56, down from ¥160,976,169.26, indicating cost control measures[24] Investment Performance - The company reported an investment loss of ¥20,774,804.75, compared to a loss of ¥10,283,242.28 in the previous period, representing an increase in losses[20] - Investment income showed a significant decline of 102.03%, with losses from equity method investments increasing[9] - The company reported cash received from investment recoveries of ¥56,383,625.67, a significant drop from ¥300,150,000.00 in the previous period[24] Legal Matters - The company has ongoing litigation related to a contract dispute, with a total of 1,524.40 million RMB received and 140.09 million RMB still owed[14] Management and Control - The company’s management team remains stable, and its independent operational capability is not affected by the change in control[13]

Financial Performance - The company's operating revenue for 2022 was CNY 3,107,945,160.60, a decrease of 1.19% compared to CNY 3,145,311,703.84 in 2021[28]. - The net profit attributable to shareholders for 2022 was CNY -291,328,832.92, representing a decline of 746.79% from CNY 45,042,024.98 in 2021[28]. - The cash flow from operating activities for 2022 was CNY 261,615,607.78, down 4.58% from CNY 274,181,021.44 in 2021[28]. - The total assets at the end of 2022 were CNY 4,074,185,955.01, a decrease of 13.23% from CNY 4,695,143,655.89 at the end of 2021[28]. - The company reported a basic earnings per share of CNY -0.1325 for 2022, compared to CNY 0.0205 in 2021, marking a decline of 746.34%[28]. - The company recognized impairment losses totaling CNY 42,347.79 million on its equity investment in a subsidiary, which reduced net profit by CNY 17,836.89 million[28]. - The company’s weighted average return on equity was -16.55% in 2022, down from 2.41% in 2021[28]. - The company’s net assets attributable to shareholders decreased by 13.88% to CNY 1,631,237,579.41 at the end of 2022 from CNY 1,894,213,426.48 at the end of 2021[28]. - The company’s quarterly revenue for Q4 2022 was CNY 692,888,355.89, with a net profit attributable to shareholders of CNY -321,433,659.07[34]. Strategic Initiatives - The company aims to enhance its CMO service platform and marketing capabilities while focusing on cost reduction and efficiency improvements in 2023[5]. - Harbin Yuheng plans to pursue a "second entrepreneurship" strategy, emphasizing product differentiation and innovation to regain industry leadership[4]. - The management team is committed to achieving high-level profitability and building an international pharmaceutical technology company with strong asset quality and innovation capabilities[6]. - Harbin Yuheng is focusing on integrating resources and clarifying its development strategy to expand its product line and improve operational efficiency[5]. - The company is committed to a product-led strategy, focusing on patient needs and providing products with clear therapeutic value[6]. - The company aims to extend the lifecycle of existing major products through in-depth research and secondary development, focusing on core therapeutic areas[45]. - The company continues to strengthen collaborations with suppliers and customers to drive business growth in key therapeutic areas[45]. - The company is committed to developing differentiated products that meet clinical needs, thereby enriching its product pipeline[49]. - The company aims to enhance its CMO service platform and marketing system to improve overall service capabilities across the supply chain[49]. Market Position and Industry Context - The pharmaceutical industry still presents significant unmet market demand and development potential, positioning Harbin Yuheng in a sunrise industry[6]. - The pharmaceutical manufacturing industry in China experienced a revenue decline of 1.6% year-on-year, totaling RMB 2,911.14 billion, and a profit drop of 31.8%, amounting to RMB 428.87 billion in 2022[41]. - The Chinese pharmaceutical industry is expected to face pressures from centralized procurement policies, but innovation and high-quality development remain key growth drivers[42]. - The company is positioned to benefit from supportive policies aimed at promoting innovation in pharmaceuticals, particularly in underdeveloped therapeutic areas[44]. Governance and Management - The company has improved its governance structure and decision-making processes, enhancing its operational resilience and confidence[4]. - The company completed the election of the sixth board of directors and supervisory board, ensuring stability in its governance structure[56]. - The board of directors consists of 9 members, including 3 independent directors, who fulfill their responsibilities diligently[101]. - The company maintains complete independence from its controlling shareholder in terms of assets, personnel, finance, and operations[107]. - The company has established an independent financial department with a separate accounting system and bank accounts, ensuring financial autonomy[110]. - The company has implemented a robust internal audit system to oversee financial reporting and internal controls[105]. - The company has a dedicated investor relations management system to facilitate communication with investors[104]. - The audit committee, composed of independent directors, supervises the effectiveness of internal controls and financial reporting[105]. - The company is committed to maintaining high standards of corporate governance with newly elected independent directors[118]. Research and Development - Research and development expenses amounted to CNY 100,630,375.22, reflecting a 2.96% increase year-on-year[67]. - The number of R&D personnel increased by 2.04% to 100, with the proportion of R&D personnel in the total workforce rising to 2.85%[69]. - The company’s total R&D investment was CNY 101,621,889.05, which accounted for 3.27% of operating revenue[69]. - The company is currently developing several new products, including potassium chloride sustained-release tablets and injectable levoleucovorin calcium, aimed at enhancing product quality and market competitiveness[68]. - The company plans to enhance its R&D capabilities and focus on product consistency evaluation, collaborating with experienced CROs in the industry[89]. Environmental and Social Responsibility - The company strictly adheres to environmental protection laws and regulations, ensuring compliance with emission standards during production operations[148]. - Wastewater discharge includes COD at 100.04 mg/l and ammonia nitrogen at 1.29 mg/l, both within the permissible limits[148]. - The company has implemented a self-monitoring plan for emissions in accordance with the latest discharge permit requirements[150]. - Environmental protection tax is paid on time based on pollution discharge levels, with ongoing upgrades to pollution control equipment[150]. - The company actively promotes social responsibility, integrating it into all aspects of its development[151]. Shareholder and Financial Management - The company will not distribute cash dividends or issue bonus shares for the reporting period[11]. - The company has not engaged in any significant asset or equity sales during the reporting period[85]. - The company has no instances of illegal external guarantees during the reporting period[163]. - The company has made changes to accounting policies and estimates compared to the previous year's financial report[164]. - The company has ongoing contracts with Meiji Seika and Daiichi Sankyo for the distribution and promotion of various pharmaceutical products[191].