二、董事会会议审议情况 证券代码：300937 证券简称：药易购 公告编号：2025-045 四川合纵药易购医药股份有限公司 第四届董事会第三次会议决议公告 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。 一、董事会会议召开情况 四川合纵药易购医药股份有限公司（以下简称"公司"）第四届董事会第三 次会议于2025年10月23日以通讯表决方式召开。本次董事会会议的通知于2025 年 10 月 20 日以书面、电话方式通知全体董事。会议应出席董事 9 名，实际出席 董事 9 名。本次董事会会议由董事长陈顺军先生召集并主持，公司高级管理人员 列席了本次会议。本次会议的召集、召开和表决程序符合国家有关法律、行政法 规、部门规章、规范性文件及《四川合纵药易购医药股份有限公司章程》（以下 简称"公司章程"）的规定。 经与会董事审议，以投票表决方式审议了以下议案： 1、审议通过《关于公司<2025 年第三季度报告>全文的议案》 董事会认为《2025 年第三季度报告》全文的编制和审议程序符合法律法规 和中国证监会、深圳证券交易所的规定，报告内容真实、准确、完整地反映了公 司截 ...

Revenue and Profitability - The company's revenue for Q3 2025 reached ¥1,084,986,538.53, representing a 7.41% increase compared to the same period last year[5] - The net profit attributable to shareholders was a loss of ¥742,067.51, a decline of 140.42% year-on-year[5] - The net profit attributable to shareholders after deducting non-recurring gains and losses was a loss of ¥1,829,475.20, down 306.93% from the previous year[5] - The basic earnings per share were -¥0.01, a decrease of 150.00% compared to the same period last year[5] - The net profit for the current period was -¥8,205,143.51, a significant decrease from a net profit of ¥10,473,171.26 in the previous period[25] - The company reported a basic and diluted earnings per share of -¥0.09, down from ¥0.15 in the previous period[25] Assets and Liabilities - The total assets at the end of the reporting period were ¥1,865,757,760.28, an increase of 8.70% compared to the end of the previous year[5] - The total assets increased to ¥1,865,757,760.28 from ¥1,716,503,568.28, reflecting a growth of approximately 8.66%[22] - Total liabilities rose to ¥1,045,120,862.64, up from ¥865,810,572.04, marking an increase of about 20.77%[21] - The total equity attributable to shareholders decreased to ¥831,608,346.85 from ¥849,536,748.66, a decline of approximately 2.1%[21] Cash Flow - The company's cash flow from operating activities showed a net outflow of ¥114,155,305.67, a significant decrease of 397.91% year-on-year[5] - The net cash flow from operating activities decreased by 397.91%, amounting to -114,155,305.67 CNY, primarily due to increased sales expenses[12] - The net cash flow from investing activities improved by 31.71%, totaling -17,030,462.21 CNY, as the long-term asset acquisition amount decreased compared to the previous period[12] - The net cash flow from financing activities significantly improved by 91.78%, reaching -6,071,875.73 CNY, mainly due to a reduction in loan repayment amounts[12] - Operating cash inflow for the current period was $2,541,090,726.16, an increase of 2.7% from the previous period's $2,474,397,462.02[28] - Net cash outflow from operating activities was -$114,155,305.67, compared to a positive cash flow of $38,318,291.45 in the previous period[28] - Investment cash inflow totaled $15,825,651.87, up from $13,105,813.91 in the previous period[29] - Net cash outflow from investment activities was -$17,030,462.21, an improvement from -$24,940,175.33 in the previous period[29] - Financing cash inflow was $231,242,611.39, down from $263,797,389.71 in the previous period[29] - Net cash outflow from financing activities was -$6,071,875.73, compared to -$73,824,739.59 in the previous period, indicating a significant reduction in cash outflow[29] - The ending cash and cash equivalents balance was $97,435,307.21, down from $131,045,650.29 in the previous period[29] - Total cash outflow from operating activities was $2,655,246,031.83, compared to $2,436,079,170.57 in the previous period[28] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 11,401[14] - The largest shareholder, Li Yanfei, holds 36.97% of the shares, totaling 35,370,000 shares[14] - The total restricted shares held by Li Yanfei remain at 26,527,500, with no changes during the reporting period[17] - The company reported a total of 33,019,335 restricted shares at the beginning of the period, with 270,806 shares released during the period[18] Expenses - The company reported a 42.47% increase in sales expenses, totaling ¥257,750,651.18, due to increased online promotion costs driven by rapid growth in e-commerce[11] - Research and development expenses decreased by 34.92% to ¥8,177,056.70, attributed to a reduction in R&D personnel[11] - The company recorded a goodwill impairment loss of ¥6,710,869.07, reflecting a 922.10% increase in asset impairment losses[11] Other Financial Metrics - The company's long-term investments increased to ¥33,776,563.79 from ¥15,920,375.67, showing a growth of approximately 112.5%[20] - The company’s short-term borrowings slightly decreased to ¥369,883,397.60 from ¥372,318,533.77, a reduction of about 0.12%[21] - Cash received from sales of goods and services was $2,492,902,572.44, an increase from $2,431,301,554.79 in the previous period[28] - Cash flow details for the current period are pending further disclosure[27] Audit Status - The company’s third-quarter financial report was not audited[30]

Core Viewpoint - The company, Yiyigou, highlighted its subsidiary Chongqing Yaodamai Pharmaceutical Technology Co., Ltd. as a significant player in the pharmaceutical e-commerce sector in China, successfully operating well-known brands through online platforms [1] Group 1: Company Overview - Chongqing Yaodamai is recognized as one of the influential new industrial e-commerce entities in the pharmaceutical industry [1] - The company has successfully marketed products under the men's health brand "Viagra" and the dermatology brand "Youshili" through its online sales channels [1] Group 2: Market Presence - The company operates its products primarily through online platforms, indicating a strong digital sales strategy [1] - The details regarding the company's performance and operations can be found in its regular financial reports [1]

Core Insights - The pharmaceutical commercial sector saw an increase of 0.83% on October 22, with Jianfa Zhixin leading the gains [1] - The Shanghai Composite Index closed at 3913.76, down 0.07%, while the Shenzhen Component Index closed at 12996.61, down 0.62% [1] Stock Performance - Jianfa Zhixin (301584) closed at 31.00, up 7.19% with a trading volume of 238,100 shares and a transaction value of 734 million [1] - Guoyao Shares (600511) closed at 29.89, up 3.75% with a trading volume of 180,500 shares and a transaction value of 539 million [1] - Zhejiang Nongyuan (000705) closed at 9.81, up 3.05% with a trading volume of 117,170 shares and a transaction value of 168 million [1] - Other notable stocks include Jiashitang (002462) up 1.51%, Daclin (603233) up 1.34%, and Guofa Shares (600538) up 1.20% [1] Capital Flow - The pharmaceutical commercial sector experienced a net outflow of 98.42 million from institutional investors and 51.45 million from retail investors, while individual investors saw a net inflow of 150 million [2] - The capital flow for key stocks shows varying trends, with Shanghai Pharmaceuticals (601607) seeing a net inflow of 31.94 million from institutional investors [3] - Jianfa Zhixin (301584) had a net inflow of 18.64 million from institutional investors but a net outflow of 2.07 million from retail investors [3]

Core Points - Sichuan Hezhong Pharmaceutical Easy Purchase Co., Ltd. (referred to as "Easy Purchase") received a final civil judgment from the Guangzhou Intermediate People's Court, confirming its core debt of 44 million yuan [1] - The case originated in November 2022, when plaintiffs Yang Ya and Cao Jijun filed a lawsuit against Easy Purchase over a contract dispute, seeking to terminate the cooperation agreement and claim damages of several million yuan [1] - After nearly three years of legal proceedings, the final ruling mandates the plaintiffs and a related company to repay the 44 million yuan loan to Easy Purchase, along with bearing the associated litigation costs [1] Legal Proceedings - Easy Purchase actively responded to the lawsuit and filed a counterclaim during the first trial [1] - Both parties appealed the first-instance judgment, leading to a second-instance ruling that confirmed Easy Purchase's claims [1] - The final judgment marks the resolution of the contract dispute, ensuring the protection of Easy Purchase's legal rights and assets [1] Company Position - A representative from Easy Purchase emphasized the company's commitment to monitoring the enforcement of the judgment and will handle accounting in accordance with accounting standards based on the execution status [1] - The victory not only secures Easy Purchase's asset safety but also demonstrates its firm stance on protecting shareholder rights, laying a legal foundation for sustainable development [1]

证券代码：300937 证券简称：药易购 公告编号：2025-044 四川合纵药易购医药股份有限公司 关于公司收到民事判决书暨终审判决的公告 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。 重要内容提示： 一、本次诉讼事项的基本情况 公司于 2022 年 11 月 10 日收到广东省广州市黄埔区人民法院送达的《民事 起诉状》《应诉通知书》等法律文书，原告杨亚、曹继军以公司为被告提起民事 诉讼，具体内容详见公司于 2022 年 11 月 13 日（www.cninfo.com.cn）披露的《关 于公司收到民事起诉状的公告》（公告编号：2022-072）。 公司于 2024 年 8 月 18 日收到广州市黄埔区人民法院出具的《民事判决书》 （（2022）粤 0112 民初 33048 号），判决如下：1、案涉杨亚、曹继军与公司签 订的《合作意向书》《关于设立及收购目标公司之合作框架协议》及其补充协议 1 1、案件所处的诉讼阶段：二审判决（终审）； 2、公司所处的当事人地位：上诉人、原审被告、反诉原告； 3、涉案的金额：判决对方归还人民币 4,400 万元、相关费用 ...

Market Overview - On September 24, the pharmaceutical commercial sector rose by 0.12% compared to the previous trading day, with Yifeng Pharmacy leading the gains [1] - The Shanghai Composite Index closed at 3853.64, up 0.83%, while the Shenzhen Component Index closed at 13356.14, up 1.8% [1] Stock Performance - Yifeng Pharmacy (603939) closed at 25.29, with a gain of 3.06% and a trading volume of 74,600 shares, amounting to a transaction value of 189 million [1] - Other notable performers included: - Yao Yigou (300937) at 27.01, up 2.70% [1] - First Pharmaceutical (600833) at 14.12, up 2.54% [1] - Run Da Medical (603108) at 16.12, up 2.15% [1] - Liu Pharmaceutical Group (603368) at 19.65, up 1.71% [1] Capital Flow - The pharmaceutical commercial sector experienced a net outflow of 69.46 million from institutional investors, while retail investors saw a net inflow of 46.06 million [2] - The capital flow for individual stocks showed: - Shanghai Pharmaceutical (601607) had a net inflow of 29.57 million from institutional investors [3] - Liu Pharmaceutical Group (603368) saw a net inflow of 21.71 million from institutional investors [3] - Yifeng Pharmacy (603939) had a net inflow of 4.22 million from institutional investors [3]

Core Insights - The integration of traditional Chinese medicine (TCM) and digital health is creating significant opportunities in the healthcare sector, particularly for grassroots medical institutions [1][3] - The company, Sichuan Hezhong Yaoyigou Pharmaceutical Co., Ltd., has developed the Shangyi Cloud platform to empower clinics through digital solutions, enhancing operational efficiency and focusing on patient care [1][3] Company Overview - Shangyi Cloud offers a one-stop clinic empowerment platform that includes online pharmacies, traditional Chinese medicine (TCM) dispensing centers, and customized herbal granule services [1][2] - The platform aims to alleviate operational burdens such as procurement, inventory management, and quality control for clinics, allowing them to concentrate on improving medical services [1][2] Technological Innovations - The online pharmacy module supports real-time electronic prescription generation and transmission, ensuring data security and system stability through independent development and operation [2] - The TCM dispensing center utilizes AI and manual reviews to automate the preparation and cooking processes, enhancing the quality and consistency of herbal decoctions [2] - The granule pharmacy employs smart cabinets and precision dispensing machines to provide standardized and convenient herbal granules, catering to modern lifestyles [2] Service Integration - Shangyi Cloud integrates various services, including expert-prescribed formulas and specialized modules for chronic diseases, enhancing the medical capabilities of clinics [3] - The platform's resource integration and service innovation are driving the evolution of grassroots healthcare towards greater efficiency and sustainability [3] Market Outlook - The dual drivers of policy support and market demand are expected to elevate the role of platforms like Shangyi Cloud in transforming grassroots healthcare, ultimately improving patient access and service quality [3]

Market Overview - The pharmaceutical commercial sector increased by 0.19% on September 16, with Saily Medical leading the gains [1] - The Shanghai Composite Index closed at 3861.87, up 0.04%, while the Shenzhen Component Index closed at 13063.97, up 0.45% [1] Top Gainers - Saily Medical (603716) closed at 31.80, up 5.75% with a trading volume of 461,500 shares and a transaction value of 1.457 billion [1] - First Pharmaceutical (600833) closed at 14.33, up 3.47% with a trading volume of 159,400 shares and a transaction value of 229 million [1] - Ruikang Pharmaceutical (002589) closed at 3.05, up 2.35% with a trading volume of 564,800 shares and a transaction value of 170 million [1] Other Notable Stocks - Haiwang Biological (000078) closed at 2.72, up 1.87% with a trading volume of 472,600 shares and a transaction value of 128 million [1] - Yiyigou (300937) closed at 28.06, up 1.41% with a trading volume of 13,100 shares and a transaction value of 36.54 million [1] Market Capital Flow - The pharmaceutical commercial sector saw a net inflow of 1.0663 million from institutional investors, while retail investors had a net inflow of 3.2772 million [2] - However, speculative funds experienced a net outflow of 33.8383 million [2] Individual Stock Capital Flow - Saily Medical had a net inflow of 99.8444 million from institutional investors, while it faced a net outflow of 39.1679 million from speculative funds [3] - First Pharmaceutical saw a net inflow of 21.4721 million from institutional investors, but a net outflow of 2.02355 million from retail investors [3] - Ruikang Pharmaceutical had a net inflow of 8.2730 million from institutional investors, with a slight net outflow from speculative funds [3]

Core Viewpoint - The company, known as the "first stock of pharmaceutical e-commerce," is facing its most severe challenges since its listing, with significant declines in revenue and profits in the first half of 2025 [1] Group 1: Financial Performance - In the first half of 2025, the company's revenue decreased by 3.06% year-on-year, and the net profit attributable to the parent company was a loss of 7.61 million yuan, a staggering decline of 162.95% [1] - The first quarter showed a profit of 4.18 million yuan, but the second quarter saw a sudden loss exceeding 11.79 million yuan, indicating rapid deterioration in performance [1] Group 2: Market and Policy Challenges - The "Seven Unifications" policy, particularly the requirement for "unified procurement and distribution," has directly impacted the company's core B2B e-commerce business [2] - The external market competition is intensifying, with traditional distributors and internet giants like JD Health and Alibaba Health increasingly encroaching on the company's market share [2] Group 3: Business Segment Analysis - Despite efforts to transition from B2B to C-end business, the B-end still accounted for over 97% of total revenue in 2024, with B2B e-commerce revenue down by 5.84% and digital distribution revenue down by 3.34% in the first half of 2025 [3] - C-end online retail revenue surged by 225% year-on-year, but its revenue contribution remains low at only 1.3%, insufficient to support overall growth [3] - The company opened 425 new direct stores within a year, yet revenue from these stores declined by 10.71%, indicating deteriorating operational efficiency [3] Group 4: E-commerce Performance Metrics - In the first half of 2025, while customer numbers, order counts, and monthly active users for the e-commerce business increased year-on-year, total e-commerce revenue fell by 5.89%, suggesting weakened conversion efficiency and monetization capabilities [4] Group 5: Cost Structure and R&D Investment - The company's losses were exacerbated by a significant rise in operating expenses, with sales expenses up by 46.25%, and increases in management and financial expenses [5] - Conversely, R&D expenses plummeted by 39.73%, with a research expense ratio of only 0.26%, contradicting the company's stated "technology-driven" strategy [5] - The number of R&D personnel and total compensation for R&D staff have also decreased, indicating a reduction in long-term technological investment [5] Group 6: Strategic Outlook - The company is at a critical crossroads, facing the dual pressures of revenue growth without profit and challenges on both B and C fronts [6] - The ability to identify new growth engines, effectively control costs, and return to a focus on R&D will be crucial for survival amid industry reshuffling [6]