香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其 準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部份內容 而產生或因依賴該等內容而引致的任何損失承擔任何責任。 上海醫藥集團股份有限公司 Shanghai Pharmaceuticals Holding Co., Ltd.* （於中華人民共和國註冊成立的股份有限公司） （股份代碼：02607) 截至2025年6月30日六個月未經審計中期業績公告 上海醫藥集團股份有限公司（「本公司」）董事會（「董事會」）欣然發佈本公司及其附屬公司 （合稱「本集團」）截至2025年6月30日六個月的中期業績。該中期業績乃根據中國企業會 計準則編製，未經審計。董事會及審計委員會已審閱並確認此中期業績。 本公司截至2025年6月30日六個月的中期報告全文附於本公告後。正式中期報告 將於適當時候在香港聯合交易所有限公司的網站(www.hkexnews.hk)和本公司網站 (www.sphchina.com)刊登。 承董事會命 上海醫藥集團股份有限公司 楊秋華 董事長 中國上海，二零二五年八月二十九日 於本公告日期，本公司的執行董事為楊秋華 ...

Core Viewpoint - Shanghai Pharmaceuticals (601607.SH) reported a revenue of 141.593 billion yuan for the first half of 2025, reflecting a year-on-year growth of 1.56% [1] - The company's net profit attributable to shareholders reached 4.459 billion yuan, marking a significant year-on-year increase of 51.56% [1] - However, the company's net profit excluding non-recurring items was 2.1 billion yuan, which represents a year-on-year decline of 22.38% [1] - Basic earnings per share stood at 1.20 yuan [1] Financial Performance - Revenue for the period was 141.593 billion yuan, up 1.56% year-on-year [1] - Net profit attributable to shareholders was 4.459 billion yuan, up 51.56% year-on-year [1] - Net profit excluding non-recurring items was 2.1 billion yuan, down 22.38% year-on-year [1] - Basic earnings per share were reported at 1.20 yuan [1]

Core Viewpoint - Shanghai Pharmaceuticals announced a revenue of 141.593 billion yuan for the first half of 2025, representing a year-on-year growth of 1.56% [2] - The net profit attributable to shareholders reached 4.459 billion yuan, showing a significant year-on-year increase of 51.56% [2] - The net profit attributable to shareholders after deducting non-recurring gains and losses was 2.1 billion yuan, reflecting a year-on-year decline of 22.38% [2] Financial Performance - Revenue for the first half of 2025: 141.593 billion yuan, up 1.56% year-on-year [2] - Net profit attributable to shareholders: 4.459 billion yuan, up 51.56% year-on-year [2] - Net profit after deducting non-recurring items: 2.1 billion yuan, down 22.38% year-on-year [2]

智通财经APP讯，上海医药(601607.SH)披露2025年半年度报告，报告期公司实现营收1415.93亿元，同 比增长1.56%;归母净利润44.59亿元，同比增长51.56%;扣非净利润21亿元，同比下降22.38%;基本每股收 益1.20元。 ...

香港交易及結算所有限公司和香港聯合交易所有限公司對本公告的內容概不負責，對其準確性 或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部分內容而產生或因依賴 該等內容而引致的任何損失承擔任何責任。 上 海 醫 藥 集 團 股 份 有 限 公 司 Shanghai Pharmaceuticals Holding Co., Ltd. * （於中華人民共和國註冊成立的股份有限公司） （股份代碼：02607） 海外監管公告 本公告乃根據香港聯合交易所有限公司證券上市規則第 13.10B 條而作出。 茲載列上海醫藥集團股份有限公司（「本公司」）在上海證券交易所網站(http://www.sse.com.cn) 刊登的《上海醫藥集團股份有限公司第八屆董事會第二十四次會議決議公告》、《上海醫藥集 團股份有限公司關於上海上實集團財務有限公司2025半年度風險持續評估報告》僅供參閱。 承董事會命 上海醫藥集團股份有限公司 楊秋華 董事長 中國上海，2025 年 8 月 29 日 於本公告日期，本公司的執行董事為楊秋華先生、沈波先生、李永忠先生及董明 先生；非執行董事為張文學先生；以及獨立非執行董事為顧朝陽先生、霍文 ...

Core Viewpoint - Shanghai Pharmaceuticals has demonstrated a high-quality development characterized by "industrial quality improvement and stable commercial growth" in the first half of 2025, with a focus on strengthening core competencies and innovation breakthroughs [8] Financial Performance - The company achieved a revenue of 141.59 billion yuan, a year-on-year increase of 1.56%, with the pharmaceutical industry contributing 12.16 billion yuan and the pharmaceutical commerce segment contributing 129.43 billion yuan, which grew by 2.17% [1] - The net profit attributable to shareholders reached 4.46 billion yuan, reflecting a significant year-on-year growth of 51.56% [1] R&D and Innovation - R&D investment totaled 1.15 billion yuan, accounting for 9.44% of pharmaceutical industrial sales revenue, with 956 million yuan allocated specifically for R&D expenses [2] - The company has a pipeline of 56 new drugs, including 44 innovative drugs, with significant progress in clinical trials for various products [2] - The company is advancing its research platforms, achieving breakthroughs in personalized original candidate drug discovery [2] Strategic Collaborations and Ecosystem Development - The company is building an open-source innovation ecosystem, having completed the entry of eight high-growth enterprises into its Shanghai Biomedical Innovation Center [3] - A collaboration with Shanghai Jiao Tong University School of Medicine aims to establish a comprehensive service platform for early-stage technology transfer and validation [3] Industrial Transformation and Cost Management - The company is focusing on marketing transformation and lean management to enhance industrial business quality, reduce costs, and improve efficiency [4] - Cost savings of approximately 6.98 million yuan were achieved through centralized procurement, with an 8.6% reduction in costs [4] Traditional Chinese Medicine and New Retail Strategy - The company completed the acquisition of a 10% stake in Hehuang Pharmaceutical, which has shown growth in key performance indicators [5] - The company is enhancing its "big health OTC + new retail" strategy, achieving significant sales growth through innovative marketing channels [6] Commercial Innovation and Growth - The pharmaceutical commercial segment is leveraging technological innovation and digitalization, with notable growth in contract sales and import agency businesses [7] - The new retail strategy aims to create a patient-centered, integrated service model, enhancing service value and patient experience [7]

上海医药集团股份有限公司 关于上海上实集团财务有限公司 2025 半年度风险持续评估报 告 根据《上海证券交易所上市公司自律监管指引第 5 号——交易与关联交易》的 要求，上海医药集团股份有限公司（以下简称"上海医药"或"我们"）通过查验 上海上实集团财务有限公司（以下简称"财务公司"）的《金融许可证》、《营业 执照》等证件资料，审阅其二〇二五年度中期财务报表，对经营资质、业务和风险 状况进行了解和评估。具体情况报告如下： 一、 企业基本情况及经营资质 上海上实集团财务有限公司由上海上实（集团）有限公司（股东一）、上海医 药集团股份有限公司（股东二）、上海上实资产经营有限公司（股东三）以及上海 实业东滩投资开发（集团）有限公司（股东四）合资成立。2014 年 9 月 1 日在中华 人民共和国上海市注册成立的有限责任公司。 财务公司于 2014 年 8 月 26 日取得原中国银行业监督管理委员会上海监管局的 沪银监复、[2014]561 号开业批复，于 2014 年 9 月 1 日成立，注册资本人民币 10 亿元整，已于 2014 年 5 月 19 日全部缴入。财务公司取得上海市黄浦区市场监督管 理局颁发的营业 ...

证券代码：601607 证券简称：上海医药 公告编号：临2025-079 上海医药集团股份有限公司 第八届董事会第二十四次会议决议公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担个别及连带责任。 一、董事会会议召开情况 上海医药集团股份有限公司（以下简称"本公司"或"上海医药"）第八届 董事会第二十四次会议（以下简称"本次会议"）于 2025 年 8 月 28 日在上海市 太仓路 200 号上海医药大厦 1101 会议室以现场结合通讯方式召开。本次会议应 到董事九名，实到董事九名，符合《中华人民共和国公司法》和本公司章程关于 董事会召开法定人数的规定。本次会议由杨秋华董事长主持，监事和部分高级管 理人员列席本次会议。 本议案已提交公司第八届董事会审计委员会第十三次会议审议通过，同意提 交董事会审议。 内容详见上海证券交易所网站 www.sse.com.cn。 表决结果：赞成 9 票，反对 0 票，弃权 0 票 2、《上海上实集团财务有限公司 2025 年半年度风险持续评估报告》 本议案已提交公司第八届董事会独立董事专门会议第十次会议 ...

Core Insights - Shanghai Pharmaceuticals (601607.SH) reported a revenue of 141.593 billion yuan for the first half of 2025, reflecting a year-on-year growth of 1.56% [1] - The net profit attributable to shareholders reached 4.459 billion yuan, marking a significant year-on-year increase of 51.56% [1] - The net profit attributable to shareholders after deducting non-recurring gains and losses was 2.01 billion yuan, which represents a year-on-year decline of 22.38% [1] - The basic earnings per share stood at 1.20 yuan [1]

[Important Notice](index=2&type=section&id=Important%20Notice) [Important Notice](index=2&type=section&id=Important%20Notice) The Board, Supervisory Board, and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report, assuming legal responsibility - The company's Board of Directors, Supervisory Board, and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report content, and assume legal responsibility[3](index=3&type=chunk) - This semi-annual report is unaudited, and the company's responsible person, chief accountant, and head of accounting department declare the financial report to be true, accurate, and complete[5](index=5&type=chunk) - No profit distribution plan is involved in the reporting period, nor is there any non-operating occupation of funds by controlling shareholders or other related parties, or illegal guarantees[6](index=6&type=chunk)[7](index=7&type=chunk)[8](index=8&type=chunk) - The company advises investors to be aware of investment risks and has elaborated on potential risks and countermeasures in the management discussion and analysis[6](index=6&type=chunk)[7](index=7&type=chunk) [Section I Definitions](index=4&type=section&id=Section%20I%20Definitions) [Definitions of Common Terms](index=4&type=section&id=Definitions%20of%20Common%20Terms) This section defines common terms used in the report, clarifying "the Group," "the Company," "Shanghai Pharma" as Shanghai Pharmaceuticals Holding Co., Ltd. and its subsidiaries, and key terms like reporting period, year-on-year, China, shares, A-shares, H-shares, RMB, USD, AUD, as well as abbreviations for institutions and related parties - "The Group," "Group," "The Company," "Company," or "Shanghai Pharma" refers to Shanghai Pharmaceuticals Holding Co., Ltd. and its subsidiaries[11](index=11&type=chunk) - "The Reporting Period," "Reporting Period," or "This Period" refers to the six months from January 1, 2025, to June 30, 2025[11](index=11&type=chunk) - The report also defines A-shares, H-shares, RMB, USD, AUD, and other currencies and stock types, as well as abbreviations for institutions such as HKEX, NHSA, and CSRC[11](index=11&type=chunk) - Important related parties and institutions such as SIIC Group, Shanghai SIIC, Shanghai Pharma Group, Yunnan Baiyao, Shanghai Tandong, NMPA, CDE, WHO, and FDA are defined[11](index=11&type=chunk)[12](index=12&type=chunk) [Section II Company Profile and Key Financial Indicators](index=6&type=section&id=Section%20II%20Company%20Profile%20and%20Key%20Financial%20Indicators) [Company Information](index=6&type=section&id=Company%20Information) This section outlines Shanghai Pharmaceuticals Holding Co., Ltd.'s basic information, including its Chinese and English full names and abbreviations, legal representative Yang Qiuhua, contact details for Board Secretary Zhong Tao and Securities Representatives Liu Yongtao and Sun Shiyi, as well as the company's registered address, office address, website, and email - The company's Chinese name is 上海医药集团股份有限公司, abbreviated as 上海医药; its English name is Shanghai Pharmaceuticals Holding Co., Ltd., abbreviated as Shanghai Pharma[14](index=14&type=chunk) - The legal representative is **Yang Qiuhua**[14](index=14&type=chunk) - The Board Secretary is Zhong Tao, and Securities Representatives are Liu Yongtao and Sun Shiyi, with the contact address being Shanghai Pharma Building, 200 Taicang Road, Shanghai, China[15](index=15&type=chunk) - The company's registered address is 92 Zhangjiang Road, China (Shanghai) Pilot Free Trade Zone, and its office address is Shanghai Pharma Building, 200 Taicang Road, Shanghai, China[16](index=16&type=chunk) [Brief Introduction to Changes in Information Disclosure and Document Placement](index=6&type=section&id=Brief%20Introduction%20to%20Changes%20in%20Information%20Disclosure%20and%20Document%20Placement) The company designates China Securities Journal, Shanghai Securities News, Securities Times, and Securities Daily for information disclosure, publishes its semi-annual report on the Shanghai Stock Exchange and Hong Kong Stock Exchange websites, and keeps it at the company's Board Secretary's office and the Shanghai Stock Exchange, with no changes during the reporting period - The company's selected newspapers for information disclosure are China Securities Journal, Shanghai Securities News, Securities Times, and Securities Daily[17](index=17&type=chunk) - The websites where the semi-annual report is published are http://www.sse.com.cn and http://www.hkexnews.hk[17](index=17&type=chunk) - The company's semi-annual report is available at the company's Board Secretary's office and the Shanghai Stock Exchange[17](index=17&type=chunk) - There were no changes in information disclosure or document placement during the reporting period[17](index=17&type=chunk) [Company Stock Overview](index=6&type=section&id=Company%20Stock%20Overview) Shanghai Pharma's A-shares are listed on the Shanghai Stock Exchange, stock code 601607, with a previous code of 600849; H-shares are listed on the Hong Kong Stock Exchange, stock code 02607, with no prior stock abbreviation Company Stock Information | Stock Type | Listing Exchange | Stock Abbreviation | Stock Code | Former Stock Abbreviation | | :--- | :--- | :--- | :--- | :--- | | A-shares | Shanghai Stock Exchange | Shanghai Pharma | 601607 | 600849 | | H-shares | Hong Kong Stock Exchange | Shanghai Pharma | 02607 | Not applicable | [Key Accounting Data and Financial Indicators](index=7&type=section&id=Key%20Accounting%20Data%20and%20Financial%20Indicators) In H1 2025, Shanghai Pharma's operating revenue grew 1.56% to RMB 141.59 billion, with total profit and net profit attributable to shareholders increasing significantly by 41.45% and 51.56% respectively, mainly due to an accounting change for Hutchison Pharma. Net profit attributable to shareholders excluding non-recurring items decreased by 22.38%. Net cash flow from operating activities increased by 91.98%. Basic EPS grew 51.90% to RMB 1.20/share, and weighted average ROE increased by 1.83 percentage points to 6.03% H1 2025 Key Accounting Data | Main Accounting Data | Current Period (Jan-Jun) (Billion Yuan) | Prior Year Period (Billion Yuan) | Change from Prior Year Period (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 141.59 | 139.41 | 1.56 | | Total Profit | 6.82 | 4.82 | 41.45 | | Net Profit Attributable to Shareholders of Listed Company | 4.46 | 2.94 | 51.56 | | Net Profit Attributable to Shareholders of Listed Company Excluding Non-recurring Items | 2.10 | 2.71 | -22.38 | | Net Cash Flow from Operating Activities | 0.99 | 0.52 | 91.98 | | Net Assets Attributable to Shareholders of Listed Company (Period-end) | 75.10 | 71.68 | 4.77 | | Total Assets (Period-end) | 238.07 | 221.21 | 7.62 | H1 2025 Key Financial Indicators | Main Financial Indicators | Current Period (Jan-Jun) | Prior Year Period | Change from Prior Year Period (%) | | :--- | :--- | :--- | :--- | | Basic Earnings Per Share (Yuan/share) | 1.20 | 0.79 | 51.90 | | Diluted Earnings Per Share (Yuan/share) | 1.20 | 0.79 | 51.90 | | Basic Earnings Per Share Excluding Non-recurring Items (Yuan/share) | 0.57 | 0.73 | -21.92 | | Weighted Average Return on Net Assets (%) | 6.03 | 4.20 | Increased by 1.83 percentage points | | Weighted Average Return on Net Assets Excluding Non-recurring Items (%) | 2.84 | 3.86 | Decreased by 1.02 percentage points | [Non-recurring Gains and Losses Items and Amounts](index=7&type=section&id=Non-recurring%20Gains%20and%20Losses%20Items%20and%20Amounts) In H1 2025, the company's non-recurring gains and losses totaled RMB 2.36 billion, primarily from disposal gains on non-current assets (RMB 2.99 billion), government grants (RMB 0.14 billion), and income tax impact (RMB -0.76 billion) and minority interest impact (RMB -0.03 billion) H1 2025 Non-recurring Gains and Losses Items and Amounts | Non-recurring Gains and Losses Item | Amount (RMB) | | :--- | :--- | | Gains or losses from disposal of non-current assets, including the write-off portion of asset impairment provisions | 2,993,321,946.93 | | Government grants recognized in current profit or loss, except for those closely related to the company's normal operations, compliant with national policies, enjoyed according to fixed standards, and having a continuous impact on the company's profit or loss | 137,412,698.68 | | Gains or losses from changes in fair value of financial assets and liabilities held by non-financial enterprises, and gains or losses from disposal of financial assets and liabilities, except for effective hedging activities related to normal business operations | -4,105,898.43 | | Reversal of impairment provisions for accounts receivable subject to separate impairment testing | 35,630,063.43 | | Other non-operating income and expenses apart from the above | -12,798,921.82 | | Less: Income tax impact | -757,320,870.75 | | Minority interest impact (after tax) | -33,039,073.96 | | Total | 2,359,099,944.08 | [Section III Management Discussion and Analysis](index=9&type=section&id=Section%20III%20Management%20Discussion%20and%20Analysis) [Explanation of the Company's Industry and Main Business Operations During the Reporting Period](index=9&type=section&id=Explanation%20of%20the%20Company%27s%20Industry%20and%20Main%20Business%20Operations%20During%20the%20Reporting%20Period) Shanghai Pharma's core businesses are pharmaceutical manufacturing and distribution, driving innovation and integrated development. Pharmaceutical manufacturing focuses on R&D, production, and marketing of quality drugs, while pharmaceutical distribution, as China's second-largest, provides efficient supply chain services and explores new models. The biopharmaceutical industry is a strategic sector, experiencing continuous growth driven by policy, economy, aging population, and technology - The company's main businesses cover pharmaceutical manufacturing and pharmaceutical distribution, continuously accelerating innovation-driven transformation and deepening integrated development[26](index=26&type=chunk) - Pharmaceutical manufacturing adheres to clinical demand orientation, building an industrial system encompassing drug R&D, clinical research, pilot production, industrial manufacturing, and marketing promotion[27](index=27&type=chunk) - Pharmaceutical distribution is China's second-largest pharmaceutical commercial enterprise and the largest domestic service provider for imported drugs, vaccines, and medical devices, with a commercial network covering 25 provinces, municipalities, and autonomous regions nationwide[28](index=28&type=chunk) - China's biopharmaceutical industry is in a critical period of industrial structure adjustment and technological self-reliance, with the pharmaceutical market continuously improving driven by national policies, economic development, an aging population, and advancements in biopharmaceutical technology[29](index=29&type=chunk) [Discussion and Analysis of Operations](index=9&type=section&id=Discussion%20and%20Analysis%20of%20Operations) In H1 2025, Shanghai Pharma achieved RMB 141.59 billion in revenue, up 1.56%. Net profit attributable to shareholders was RMB 4.46 billion, up 51.56%, mainly due to a one-time gain from the accounting change for Hutchison Pharma. Excluding this, net profit attributable to shareholders was RMB 2.78 billion, down 2.06%. The company made significant progress in R&D innovation, industrial transformation, and commercial innovation, including new drug pipeline advancement, traditional Chinese medicine business development, expansion of new retail in healthcare, and growth in CSO, import agency, and innovative drug businesses - In H1 2025, the company achieved **operating revenue of RMB 141.59 billion**, a year-on-year increase of **1.56%**[30](index=30&type=chunk) - **Net profit attributable to shareholders of RMB 4.46 billion**, a year-on-year increase of **51.56%**, primarily due to a one-time special gain from the change in accounting for Hutchison Pharma from equity method to subsidiary consolidation[30](index=30&type=chunk) - **Net profit attributable to shareholders excluding this one-time special gain was RMB 2.78 billion**, a year-on-year decrease of **2.06%**[30](index=30&type=chunk) - The company's R&D investment was **RMB 1.15 billion**, accounting for **9.44%** of pharmaceutical manufacturing sales revenue, with solid progress in new drug R&D pipelines, including I001, Sanqi Sherong Pills, SRD4610, B001/B007, and SHPL-49 projects[31](index=31&type=chunk)[32](index=32&type=chunk)[33](index=33&type=chunk) - The traditional Chinese medicine business successfully completed the equity acquisition of Hutchison Pharma and continues to advance evidence-based medicine research for major TCM varieties[38](index=38&type=chunk)[39](index=39&type=chunk)[40](index=40&type=chunk) - Pharmaceutical distribution maintained good growth, with CSO business expanding in product collaborations and service scale, import agency business achieving **RMB 17.5 billion in sales revenue**, a year-on-year increase of **11.7%**, and innovative drug business achieving **RMB 24.2 billion in sales revenue**, a year-on-year increase of **22.6%**[42](index=42&type=chunk)[43](index=43&type=chunk)[44](index=44&type=chunk)[45](index=45&type=chunk) [Performance Overview](index=9&type=section&id=%28%E4%B8%80%29%E4%B8%9A%E7%BB%A9%E6%83%85%E5%86%B5) In H1 2025, Shanghai Pharma's revenue reached RMB 141.59 billion, up 1.56%. Pharmaceutical manufacturing sales were RMB 12.16 billion (down 4.50%), and pharmaceutical distribution sales were RMB 129.43 billion (up 2.17%). Net profit attributable to shareholders was RMB 4.46 billion, up 51.56%, primarily due to a one-time gain from the accounting change for Hutchison Pharma. Excluding this gain, net profit attributable to shareholders was RMB 2.78 billion, down 2.06% H1 2025 Operating Revenue Composition | Business Segment | Sales Revenue (Billion Yuan) | Year-on-Year Change (%) | | :--- | :--- | :--- | | Total Operating Revenue | 141.59 | 1.56 | | Pharmaceutical Manufacturing | 12.16 | -4.50 | | Pharmaceutical Distribution | 129.43 | 2.17 | H1 2025 Net Profit Attributable to Shareholders | Indicator | Amount (Billion Yuan) | Year-on-Year Change (%) | | :--- | :--- | :--- | | Net Profit Attributable to Shareholders of Listed Company | 4.46 | 51.56 | | Net Profit Attributable to Shareholders Excluding Non-recurring Items | 2.78 | -2.06 | - The significant increase in net profit attributable to shareholders was primarily due to a one-time special gain from the change in accounting for Hutchison Pharma from equity method to subsidiary consolidation[30](index=30&type=chunk) [Operational Highlights](index=9&type=section&id=%28%E4%BA%8C%29%E7%BB%8F%E8%90%A5%E4%BA%AE%E7%82%B9) The company invested RMB 1.15 billion in R&D, advancing new drug pipelines like I001, Sanqi Sherong Pills, SRD4610, B001/B007, and SHPL-49, while optimizing R&D management and fostering an open innovation ecosystem. Industrial transformation involved marketing shifts and lean management for cost reduction. The traditional Chinese medicine business deepened through the acquisition of Hutchison Pharma equity and evidence-based medicine research. The healthcare sector expanded new retail channels. Pharmaceutical distribution saw growth in CSO, import agency, innovative drugs, and medical device businesses, supported by digital transformation and the "Shanghai Pharma New Retail Integrated Strategy" - R&D investment was **RMB 1.15 billion**, accounting for **9.44%** of pharmaceutical manufacturing sales revenue[31](index=31&type=chunk) - The new drug R&D pipeline includes 56 projects, with 44 innovative drug projects; the NDA application for I001 tablets for hypertension indication has been accepted, and the SRD4610 project has submitted a pre-IND application in the US and received FDA acceptance[32](index=32&type=chunk) - Completed the equity acquisition and closing of Hutchison Pharma, promoting complementary advantages in traditional Chinese medicine resources, with both Hutchison Pharma's main business revenue and net profit achieving growth[38](index=38&type=chunk) - In the healthcare sector, new retail channels were expanded, with Sine Microecology's Douyin live stream GMV reaching **RMB 38 million** during the "618" period, and Tmall platform GMV increasing by **302%** year-on-year[41](index=41&type=chunk) - Pharmaceutical distribution added **25 new import agency product specifications**, achieving **RMB 17.5 billion in sales revenue**, a year-on-year increase of **11.7%**. Innovative drug business achieved **RMB 24.2 billion in sales revenue**, a year-on-year increase of **22.6%**[44](index=44&type=chunk)[45](index=45&type=chunk) - Launched the "Shanghai Pharma New Retail Integrated Strategy," building a patient-centric, professional, integrated, one-stop, closed-loop new retail system[47](index=47&type=chunk)[48](index=48&type=chunk) [Progress Report on "Quality Improvement, Efficiency Enhancement, and High Returns" Action Plan](index=12&type=section&id=%E2%80%9CQuality%20Improvement%2C%20Efficiency%20Enhancement%2C%20and%20High%20Returns%E2%80%9D%20Action%20Plan%20Progress%20Report) Shanghai Pharma actively implements its "Quality Improvement, Efficiency Enhancement, and High Returns" plan, providing stable cash dividends (RMB 1.37 billion in 2024) to investors. The company continuously improves corporate governance, adding a female independent director and new policies like the "Company Market Value Management System." For sustainability, it has published social responsibility reports for 15 consecutive years and operates 11 national green factories. Investor communication is enhanced through earnings calls, roadshows, and interactive platforms - The company's 2024 annual profit distribution plan determined a cash dividend of **RMB 2.90 (tax inclusive) per 10 shares**, with a total cash dividend of **RMB 1.37 billion (tax inclusive)** distributed[49](index=49&type=chunk) - The company appointed a female independent director who also serves as a member of the Nomination Committee, and added relevant systems such as the "Company Market Value Management System" and "Company Bond Information Disclosure Management System"[51](index=51&type=chunk) - The company has continuously published its "Social Responsibility Report" (now "Sustainability Report and Environmental, Social and Governance Report") for **15 consecutive years**, and owns **11 national-level green factories** and 10 provincial/municipal-level green factories[52](index=52&type=chunk) - In H1 2025, the company organized and implemented the 2024 annual performance briefing and the Q1 2025 performance briefing, and strengthened communication with investors through the SSE e-interaction platform and investor hotline[53](index=53&type=chunk)[54](index=54&type=chunk) [Analysis of Core Competitiveness During the Reporting Period](index=13&type=section&id=Analysis%20of%20Core%20Competitiveness%20During%20the%20Reporting%20Period) Shanghai Pharma's core competitiveness stems from its unique integrated industrial, commercial, R&D, and investment advantages, covering the entire pharmaceutical value chain to mitigate risks and create synergistic value. The company boasts extensive product resources and comprehensive production lines, maintaining quality and cost advantages through lean management and technological innovation. R&D investment is industry-leading, driven by both independent research and BD introductions, fostering an open innovation ecosystem. A robust commercial network and leading service innovation models, such as in-hospital supply chain extension and DTP pharmacies, ensure efficient distribution. A stable financial structure and A+H share listing platform provide capital operation advantages. Additionally, the company possesses a rich and long-standing brand portfolio - The company possesses unique integrated industrial, commercial, R&D, and investment advantages, with businesses covering pharmaceutical manufacturing and distribution, enabling sustainable development from key segments of the pharmaceutical industry value chain[55](index=55&type=chunk) - It has abundant product resources, producing approximately **800 drug specifications** annually, forming a tiered product portfolio of key products and essential medicines, with multiple APIs and formulations passing international quality certifications[56](index=56&type=chunk) - The company prioritizes R&D innovation, maintaining industry-leading R&D investment intensity, driven by both independent R&D and BD introductions, to build a product pipeline that meets clinical needs and possesses technological advantages[57](index=57&type=chunk) - It owns a modern pharmaceutical distribution system directly covering **25 provinces and municipalities nationwide**, characterized by high integration and informatization, and holds a leading position in innovative business models such as in-hospital supply chain extension services, third-party logistics services, and direct drug delivery services[58](index=58&type=chunk)[59](index=59&type=chunk) - The financial structure is stable, with a well-controlled asset-liability ratio, and through its A+H share listing platform, domestic and international investment platforms, and various M&A funds, it has formed superior capital operation capabilities[60](index=60&type=chunk) [Key Operating Performance During the Reporting Period](index=14&type=section&id=Key%20Operating%20Performance%20During%20the%20Reporting%20Period) In the reporting period, the company's operating revenue increased by 1.56%, while operating costs rose by 2.77%. Selling, general and administrative, and R&D expenses decreased, but financial expenses, asset impairment losses, and credit impairment losses increased. Investment income surged by 1222.17%, primarily due to a one-time gain from the accounting change for Hutchison Pharma. On the asset side, prepayments, intangible assets, derivative financial liabilities, and non-current liabilities due within one year significantly increased, while productive biological assets and long-term borrowings decreased. Overseas assets accounted for 2.91% of total assets. Equity investments abroad increased by 199.05%, mainly for the acquisition of a 10% stake in Hutchison Pharma. The company also holds financial assets measured at fair value and derivative investments - Operating revenue increased by **1.56%**, while operating costs increased by **2.77%**[62](index=62&type=chunk) - Investment income surged by **1222.17%**, primarily due to a one-time special gain from the change in accounting for Hutchison Pharma from equity method to subsidiary consolidation[62](index=62&type=chunk)[63](index=63&type=chunk) - Asset impairment losses and credit impairment losses increased by **1022.70%** and **44.57%** respectively[62](index=62&type=chunk) - Prepayments increased by **36.23%**, intangible assets increased by **63.14%** (due to business combination), and non-current liabilities due within one year increased by **306.46%**[65](index=65&type=chunk) - Overseas assets amounted to **RMB 6.93 billion**, accounting for **2.91%** of total assets[66](index=66&type=chunk) - Total investment during the reporting period was **RMB 1.63 billion**, a year-on-year increase of **199.05%**, mainly for the acquisition of a 10% stake in Shanghai Hutchison Pharmaceuticals Co., Ltd[70](index=70&type=chunk)[71](index=71&type=chunk) [Analysis of Main Business](index=14&type=section&id=%28%E4%B8%80%29%20Analysis%20of%20Main%20Business) In the reporting period, the company's operating revenue increased by 1.56% to RMB 141.59 billion, and operating costs increased by 2.77% to RMB 126.66 billion. Selling, general and administrative, and R&D expenses decreased, while financial expenses, asset impairment losses, and credit impairment losses increased. Investment income surged by 1222.17%, mainly due to a one-time gain from the accounting change for Hutchison Pharma. On April 25, 2025, the company completed the acquisition of a 10% stake in Shanghai Hutchison Pharmaceuticals Co., Ltd., increasing its total holding to 60% and consolidating it, leading to the re-measurement of previously held equity at fair value, with the difference recognized as current investment income Financial Statement Related Item Fluctuation Analysis Table | Item | Current Period (RMB) | Prior Year Period (RMB) | Change Ratio (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 141,592,782,502.79 | 139,413,145,524.43 | 1.56 | | Operating Cost | 126,660,060,598.69 | 123,245,160,906.41 | 2.77 | | Selling Expenses | 6,164,987,968.04 | 6,565,066,731.16 | -6.09 | | Administrative Expenses | 2,662,454,335.70 | 2,869,292,396.18 | -7.21 | | Financial Expenses | 749,774,716.63 | 705,939,203.68 | 6.21 | | R&D Expenses | 958,949,406.87 | 1,105,025,665.85 | -13.22 | | Asset Impairment Losses | 410,078,463.89 | 36,526,101.71 | 1,022.70 | | Credit Impairment Losses | 423,970,881.72 | 293,255,759.06 | 44.57 | | Other Income | 313,695,950.14 | 137,740,088.49 | 127.74 | | Investment Income | 3,257,333,100.37 | 246,362,833.06 | 1222.17 | | Net Cash Flow from Operating Activities | 989,256,988.89 | 515,303,383.03 | 91.98 | - Investment income significantly increased by **1222.17%**, primarily because the company completed the acquisition of a **10%** stake in Shanghai Hutchison Pharmaceuticals Co., Ltd. on April 25, 2025, increasing its total holding to **60%** and consolidating it, leading to the re-measurement of previously held equity at fair value, with the difference recognized as current investment income[62](index=62&type=chunk)[63](index=63&type=chunk) [Analysis of Assets and Liabilities](index=15&type=section&id=%28%E4%B8%89%29%20Analysis%20of%20Assets%20and%20Liabilities) As of the end of the reporting period, total assets were RMB 238.07 billion, up 7.62%. The asset-liability ratio was 62.68%, an increase of 0.54 percentage points from the beginning of the period. Derivative financial assets decreased by 69.69%, prepayments increased by 36.23% (due to increased advance payments for goods), productive biological assets decreased by 93.66% (due to increased impairment provisions), and intangible assets increased by 63.14% (due to business combination). On the liability side, derivative financial liabilities increased by 105.85%, non-current liabilities due within one year increased by 306.46%, long-term borrowings decreased by 43.61% (due to reclassification to current portion), and deferred income tax liabilities increased by 147.90% (due to business combination). Overseas assets amounted to RMB 6.93 billion, representing 2.91% of total assets. Some monetary funds, property, plant and equipment, land use rights, and accounts receivable were pledged or mortgaged Asset and Liability Status Changes | Item Name | Current Period-end (RMB) | Current Period-end as % of Total Assets | Prior Year-end (RMB) | Prior Year-end as % of Total Assets | Change from Prior Year-end (%) | Explanation | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Derivative Financial Assets | 4,918,514.43 | 0.0021 | 16,224,786.35 | 0.0073 | -69.69 | Decrease in derivative financial assets held during the reporting period | | Prepayments | 2,652,933,938.80 | 1.11 | 1,947,402,427.71 | 0.88 | 36.23 | Increase in advance payments for goods during the reporting period | | Productive Biological Assets | 8,461,853.96 | 0.0036 | 133,381,840.87 | 0.060 | -93.66 | Increase in impairment provisions for productive biological assets during the reporting period | | Intangible Assets | 9,164,485,474.51 | 3.85 | 5,617,462,430.33 | 2.54 | 63.14 | Increase in intangible assets due to business combination during the reporting period | | Derivative Financial Liabilities | 3,289,903.19 | 0.0014 | 1,598,178.46 | 0.00072 | 105.85 | Increase in fair value of derivative financial liabilities held during the reporting period | | Non-current Liabilities Due Within One Year | 3,423,071,751.58 | 1.44 | 842,162,528.36 | 0.38 | 306.46 | Increase in long-term borrowings due within one year during the reporting period | | Long-term Borrowings | 4,698,141,763.96 | 1.97 | 8,331,334,115.57 | 3.77 | -43.61 | Increase in long-term borrowings reclassified to non-current liabilities due within one year during the reporting period | | Deferred Income Tax Liabilities | 2,023,974,550.06 | 0.85 | 816,452,826.21 | 0.37 | 147.90 | Increase in deferred income tax liabilities recognized due to business combination during the reporting period | - Overseas assets amounted to **RMB 6.93 billion**, accounting for **2.91%** of total assets[66](index=66&type=chunk) - As of June 30, 2025, the Group's other monetary funds balance was **RMB 3.73 billion**, of which **RMB 1.76 billion** was bank acceptance bill margin deposits. Some property, plant and equipment, land use rights, and accounts receivable were pledged or mortgaged as collateral for borrowings[68](index=68&type=chunk) [Analysis of Investment Status](index=16&type=section&id=%28%E5%9B%9B%29%20Analysis%20of%20Investment%20Status) During the reporting period, the company's equity investments abroad totaled RMB 1.63 billion, an increase of 199.05%. A significant equity investment was the acquisition of a 10% stake in Shanghai Hutchison Pharmaceuticals Co., Ltd. for RMB 4.33 billion, bringing total ownership to 60% and consolidating it, with an estimated impact of RMB 2.17 billion on current profit and loss. The company also holds Bank of Communications shares (book value RMB 4.59 million) and other equity instrument investments (Tian Da Pharmaceuticals, book value RMB 34.54 million). Derivative investments, primarily for hedging, include forward contracts and swap deposits, resulting in a net loss of RMB 0.86 million, mainly to mitigate foreign exchange fluctuation risks Overall Analysis of Equity Investments Abroad | Indicator | Amount (Million Yuan) | | :--- | :--- | | Investment Amount During Reporting Period | 163,056.40 | | Change in Investment Amount | 108,531.08 | | Investment Amount in Prior Year Period | 54,525.32 | | Change in Investment Amount (%) | 199.05 | Significant Equity Investment: Shanghai Hutchison Pharmaceuticals Co., Ltd. | Investee Company Name | Main Business | Investment Method | Investment Amount (Billion Yuan) | Shareholding Ratio | Consolidated | Impact on Current Profit/Loss (Billion Yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Shanghai Hutchison Pharmaceuticals Co., Ltd. | Manufacturing | Acquisition | 4.33 | 60% | Yes | 2.17 | Securities Investment Status | Security Code | Security Abbreviation | Period-end Book Value (Million Yuan) | Accounting Subject | | :--- | :--- | :--- | :--- | | 601328 | Bank of Communications | 4.59 | Other Non-current Financial Assets | | 00455 (HK) | Tian Da Pharmaceuticals | 34.54 | Other Equity Instrument Investments | - Derivative investments are for hedging purposes, resulting in an actual loss of **RMB 0.86 million** in the current period, mainly to prevent adverse effects from significant exchange rate fluctuations and mitigate foreign exchange market risks[75](index=75&type=chunk) [Other Disclosures](index=20&type=section&id=Other%20Disclosures) The company faces significant risks from medical insurance cost control, long R&D cycles for innovative drugs, and goodwill impairment, with corresponding mitigation measures in place. According to HKEX listing rules, the company's asset-liability ratio is 62.68%, interest coverage ratio is 8.68x, and capital ratio is 22.51%, indicating good liquidity. The company is exposed to foreign exchange risk from foreign currency assets and liabilities but has not engaged in hedging. There were no significant outstanding litigations, arbitrations, or major investments during the reporting period. As of June 30, 2025, the company had 50,120 employees, including 1,790 R&D personnel, and 680,000 unexercised A-share stock options under its incentive plan. For H2 2025, the company plans to focus on stable growth, quality and efficiency improvement, and innovation, emphasizing pharmaceutical strengthening, commercial innovation, technology platforms, TCM synergy, risk management, and digital AI empowerment - The company faces risks from medical insurance cost control and payment method reforms leading to drug price reductions, long R&D cycles for innovative drug projects with high investment and uncertainty, and goodwill impairment risks[78](index=78&type=chunk)[79](index=79&type=chunk) Capital Structure Key Indicators | Indicator | Value | | :--- | :--- | | Asset-Liability Ratio | 62.68% | | Interest Coverage Ratio | 8.68x (2024 prior year period: 6.25x) | | Capital Ratio | 22.51% | | Bank Loan Balance | 53.18 billion yuan | | Super Short-term Commercial Paper Balance | 6.03 billion yuan | | Net Accounts Receivable and Notes Receivable | 89.13 billion yuan (up 8.41% year-on-year) | | Accounts Payable and Notes Payable Balance | 63.01 billion yuan (up 5.93% year-on-year) | - The company is exposed to foreign exchange risk from foreign currency assets and liabilities and future foreign currency transactions, but has not engaged in any related hedging[82](index=82&type=chunk) - As of June 30, 2025, the company had **50,120 employees**, including **1,790 R&D personnel**[85](index=85&type=chunk) - As of June 30, 2025, the company had **680,000 unexercised A-share stock options** granted[92](index=92&type=chunk) - In H2 2025, the company will adhere to stable growth, quality and efficiency improvement, and innovation, focusing on key tasks such as pharmaceutical strengthening, commercial innovation, technology platforms, traditional Chinese medicine synergy, risk management, and digital AI empowerment[118](index=118&type=chunk) [Section IV Corporate Governance, Environment, and Society](index=28&type=section&id=Section%20IV%20Corporate%20Governance%2C%20Environment%2C%20and%20Society) [Changes in Directors, Supervisors, and Senior Management](index=28&type=section&id=Changes%20in%20Directors%2C%20Supervisors%2C%20and%20Senior%20Management) During the reporting period, there were changes in the company's directors, supervisors, and senior management. Ms. Wan Jun was elected as an independent director and appointed to the Nomination Committee. Mr. Li Dongming resigned as Vice President. Ms. Zhou Yadong was appointed Vice President and CFO, while Mr. Shen Bo ceased to be CFO Changes in Directors, Supervisors, and Senior Management | Name | Position Held | Change | | :--- | :--- | :--- | | Wan Jun | Independent Director | Election | | Li Dongming | Vice President | Resignation | | Zhou Yadong | Vice President and CFO | Appointment | | Shen Bo | CFO | Resignation | - Ms. Wan Jun was elected as an independent director of the company's Eighth Board of Directors on March 13, 2025, and was appointed as a member of the Board's Nomination Committee on March 27[121](index=121&type=chunk) - Mr. Li Dongming ceased to serve as the company's Vice President and any positions in its subsidiaries effective April 1, 2025[121](index=121&type=chunk) - Ms. Zhou Yadong was appointed as the company's Vice President and Chief Financial Officer on April 8, 2025, and concurrently Mr. Shen Bo ceased to serve as the company's Chief Financial Officer[121](index=121&type=chunk) [Profit Distribution or Capital Reserve Conversion Plan](index=28&type=section&id=Profit%20Distribution%20or%20Capital%20Reserve%20Conversion%20Plan) This semi-annual report does not include any profit distribution or capital reserve conversion plan - This semi-annual report does not involve any profit distribution or capital reserve conversion plan[122](index=122&type=chunk) [Status and Impact of Company Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures](index=28&type=section&id=Status%20and%20Impact%20of%20Company%20Equity%20Incentive%20Plans%2C%20Employee%20Stock%20Ownership%20Plans%2C%20or%20Other%20Employee%20Incentive%20Measures) The company's 2019 A-share stock option incentive plan continued. The list of beneficiaries for the third exercise period of reserved stock options was adjusted from 23 to 20, with 680,000 exercisable stock options at an exercise price of RMB 20.16/share. During the reporting period, the third exercise period for initial grants and the second exercise period for reserved options expired, with 4.83 million shares and 0.23 million shares, respectively, completing transfer registration. Unexercised portions were canceled. The third exercise period for reserved options uses a self-exercising model with a restricted exercise period - The list of beneficiaries for the third exercise period of reserved stock options was adjusted from 23 to 20, and the number of reserved stock options granted for the third exercise period was adjusted from **778,600 units to 680,000 units**[123](index=123&type=chunk) - The number of exercisable stock options for the third exercise period of reserved stock options is **680,000 units**, at an exercise price of **RMB 20.16/share**[123](index=123&type=chunk) - The third exercise period for initially granted stock options has expired, with a cumulative **4,828,870 shares** exercised and completed transfer registration, accounting for **69.21%** of the total exercisable stock options for that period[124](index=124&type=chunk) - The second exercise period for reserved stock options has expired, with a cumulative **231,885 shares** exercised and completed transfer registration, accounting for **30.68%** of the total exercisable stock options for that period[124](index=124&type=chunk) - The company's Board of Directors approved the cancellation of **2,147,930 units** of expired and unexercised stock options from the third exercise period of initial grants and **523,815 units** of expired and unexercised stock options from the second exercise period of reserved options[124](index=124&type=chunk) [Environmental Information of Listed Companies and Their Major Subsidiaries Included in the List of Enterprises Required to Disclose Environmental Information by Law](index=29&type=section&id=Environmental%20Information%20of%20Listed%20Companies%20and%20Their%20Major%20Subsidiaries%20Included%20in%20the%20List%20of%20Enterprises%20Required%20to%20Disclose%20Environmental%20Information%20by%20Law) Shanghai Pharma has 20 major subsidiaries included in the list of enterprises required to disclose environmental information by law, including Shanghai Sine Pharmaceutical Factory Co., Ltd., Shanghai Sine Wanshang Pharmaceutical Co., Ltd., and Shanghai Sine Tianping Pharmaceutical Co., Ltd. Their environmental information disclosure reports are available on the respective provincial enterprise environmental information disclosure systems - Shanghai Pharma has **20 major subsidiaries** included in the list of enterprises required to disclose environmental information by law[125](index=125&type=chunk) - These subsidiaries include Shanghai Sine Pharmaceutical Factory Co., Ltd., Shanghai Sine Wanshang Pharmaceutical Co., Ltd., Shanghai Sine Tianping Pharmaceutical Co., Ltd., Shanghai Sine Pharmaceutical Technology Co., Ltd., Shanghai Sine New Asia Pharmaceutical Co., Ltd., and Shanghai New Asia Pharmaceutical Minhang Co., Ltd[125](index=125&type=chunk)[126](index=126&type=chunk) - The environmental information disclosure reports for each subsidiary can be found on the corresponding provincial enterprise environmental information disclosure system[125](index=125&type=chunk)[126](index=126&type=chunk) [Specific Progress in Consolidating and Expanding Poverty Alleviation Achievements, Rural Revitalization, etc.](index=30&type=section&id=Specific%20Progress%20in%20Consolidating%20and%20Expanding%20Poverty%20Alleviation%20Achievements%2C%20Rural%20Revitalization%2C%20etc.) Shanghai Pharma actively supports national rural revitalization, participating in the "100 Enterprises Helping 100 Villages" project since 2018, providing assistance to Xianfeng Village, Shijia Village, and Kanglang Village in Midu County, Dali Prefecture, Yunnan. Support measures focus on industry, talent, culture, ecology, and organization, including expanding safflower cultivation, targeted procurement of traditional Chinese medicinal materials, constructing specialized breeding facilities, renovating village roads, and establishing scholarships. The company will continue to leverage its strengths for comprehensive rural revitalization in the second half of the year - Since 2018, the company has participated in the "100 Enterprises Helping 100 Villages" and "100 Enterprises Partnering with 100 Villages" projects, providing paired assistance to Xianfeng Village, Shijia Village, and Kanglang Village in Midu County, Dali Prefecture, Yunnan Province[127](index=127&type=chunk)[128](index=128&type=chunk) - Shanghai Pharma Holdings assisted Xianfeng Village by expanding the cultivation of "Yunhong No. 7" safflower to **1,200 mu**, increasing per mu yield by over **5%** compared to traditional methods[128](index=128&type=chunk) - Shanghai Pharma Traditional Chinese Medicine assisted Kanglang Village, with targeted procurement of agricultural products reaching **RMB 3.2 million** in H1, sponsoring **1,045 mu** of safflower cultivation and **150 mu** of Angelica sinensis cultivation, and establishing "Yizhi Scholarships" and "Yuanzhi Bursaries"[129](index=129&type=chunk) - Shanghai Sine assisted Shijia Village, investing **RMB 0.38 million** in constructing sheepfolds, warehouses, kitchens, and other breeding facilities, and investing **RMB 0.31 million** in renovating village roads along bus stops, as well as implementing scholarship and bursary programs[130](index=130&type=chunk) [Disclosure Required by Hong Kong Listing Rules](index=31&type=section&id=Disclosure%20Required%20by%20Hong%20Kong%20Listing%20Rules) During the reporting period, the company complied with all applicable code provisions of the Corporate Governance Code in Appendix C1 of the HKEX Listing Rules, including board gender diversity. The board confirmed full compliance with the Model Code for Securities Transactions by Directors of Listed Issuers. This section also updates the resumes of Executive Director and President Mr. Shen Bo and Independent Non-Executive Director Mr. Gu Chaoyang. The company's Audit Committee reviewed and approved the accounting policies adopted for the H1 2025 semi-annual report. The Articles of Association were revised and approved at an extraordinary general meeting - The company complied with all applicable code provisions of the Corporate Governance Code contained in Appendix C1 of the Hong Kong Listing Rules and has met the requirements for board member gender diversity[131](index=131&type=chunk) - The company's Board of Directors confirmed full compliance with the Model Code for Securities Transactions by Directors of Listed Issuers[132](index=132&type=chunk) - Mr. Shen Bo currently serves as the company's Executive Director and President, and also holds directorships in subsidiaries, having previously served as a non-executive director of Tian Da Pharmaceuticals Co., Ltd[133](index=133&type=chunk) - Mr. Gu Chaoyang currently serves as the company's Independent Non-Executive Director, and also as an independent non-executive director for several listed companies and a professor of accounting at the Chinese University of Hong Kong[133](index=133&type=chunk)[134](index=134&type=chunk) - The company's Audit Committee, a sub-committee of the Board of Directors, has reviewed the company's H1 2025 semi-annual report and agreed with the accounting policies adopted by the company[135](index=135&type=chunk) - The company's Articles of Association were revised and approved at the extraordinary general meeting held on March 13, 2025[136](index=136&type=chunk) [Section V Significant Matters](index=33&type=section&id=Section%20V%20Significant%20Matters) [Fulfillment of Commitments](index=33&type=section&id=Fulfillment%20of%20Commitments) Yunnan Baiyao strictly fulfilled its commitment not to transfer its subscribed new shares of Shanghai Pharma for 36 months from issuance. Shanghai Pharma Group and Shanghai Industrial Group committed to resolving horizontal competition issues, granting the company pre-emptive rights, avoiding competing businesses, and bearing default losses, a long-term and strictly fulfilled commitment. The company, its directors, and senior management also made and strictly fulfilled commitments regarding refinancing and equity incentives, ensuring no harm to company interests and linking compensation to performance - Yunnan Baiyao committed that its subscribed new shares of Shanghai Pharma would not be transferred within **36 months** from the date of issuance completion, and this commitment has been strictly fulfilled[138](index=138&type=chunk) - Shanghai Pharma Group and Shanghai Industrial Group committed to resolving horizontal competition issues, including granting the company pre-emptive rights, avoiding competing businesses, avoiding investment in competing companies, and bearing default losses, which is a long-term and strictly fulfilled commitment[138](index=138&type=chunk) - The company, its directors, and senior management made and strictly fulfilled commitments regarding refinancing and equity incentives, including not overstepping authority in operations, not infringing on company interests, restricting job-related consumption, and linking compensation to performance measures[138](index=138&type=chunk)[139](index=139&type=chunk)[140](index=140&type=chunk) [Significant Litigations and Arbitrations](index=35&type=section&id=Significant%20Litigations%20and%20Arbitrations) During the reporting period, the company had significant litigation matters. In the private lending dispute between Guangdong Tianpu Biochemical Pharmaceutical Co., Ltd. and Guangzhou Baotian Biotechnology Co., Ltd., the first-instance judgment ordered the defendant to repay the plaintiff RMB 83.5 million in principal and interest, with enforcement ongoing. Additionally, in the company's lawsuit against Guangzhou Tianhe High-tech Industrial Development Zone Industrial Development General Company for unpaid capital contributions, the court ruled to terminate enforcement, which can be resumed when conditions are met - In the private lending dispute between Guangdong Tianpu Biochemical Pharmaceutical Co., Ltd. and Guangzhou Baotian Biotechnology Co., Ltd., the first-instance judgment ordered the defendant to repay the plaintiff **RMB 83.5 million** in principal and interest, and the case is currently in enforcement[141](index=141&type=chunk) - In the company's lawsuit against Guangzhou Tianhe High-tech Industrial Development Zone Industrial Development General Company for unpaid capital contributions, the court ruled to terminate the enforcement of the case, which can be resumed upon meeting the necessary conditions[143](index=143&type=chunk)[144](index=144&type=chunk) [Alleged Violations, Penalties, and Rectification by Listed Company, Directors, Supervisors, Senior Management, Controlling Shareholders, and Actual Controllers](index=36&type=section&id=Alleged%20Violations%2C%20Penalties%2C%20and%20Rectification%20by%20Listed%20Company%2C%20Directors%2C%20Supervisors%2C%20Senior%20Management%2C%20Controlling%20Shareholders%2C%20and%20Actual%20Controllers) Shanghai Sine United Pharmaceutical & Medicinal Materials Co., Ltd., a subsidiary, was fined RMB 165.81 million by the Shanghai Market Supervision Administration for monopolistic practices, including confiscation of RMB 115.47 million in illegal gains and a reduced fine of RMB 50.34 million (10% of 2023 sales, reduced by 80%). The company acknowledged the issue and implemented rectification measures, including establishing anti-monopoly management systems, conducting compliance training, comprehensive risk screening, and strengthening compliance mechanisms, while also optimizing operations and increasing innovation - Shanghai Sine United Pharmaceutical & Medicinal Materials Co., Ltd., a subsidiary of the company, was fined by the Shanghai Market Supervision Administration for reaching and implementing monopolistic agreements, with **RMB 115,471,142.40** in illegal gains confiscated[145](index=145&type=chunk) - Shanghai Sine United was also fined **10%** of its 2023 sales, reduced by **80%**, resulting in an actual fine of **RMB 50,335,849.29**, with total penalties and confiscations amounting to **RMB 165,806,991.69**[145](index=145&type=chunk) - The company has formulated the "Shanghai Pharmaceuticals Holding Co., Ltd. Anti-Monopoly Management Measures" and "Shanghai Pharmaceuticals Holding Co., Ltd. Anti-Monopoly Guidelines," and conducted layered and categorized specialized training to strengthen anti-monopoly compliance awareness among all employees[145](index=145&type=chunk) - The company has established a normalized risk screening mechanism, systematically reviewed past business risks, actively eliminated potential hidden dangers, optimized operating models, and increased innovation investment[146](index=146&type=chunk) [Significant Related Party Transactions](index=36&type=section&id=Significant%20Related%20Party%20Transactions) During the reporting period, the company engaged in several significant related party transactions. In ordinary operations, the company procured products and accepted services from related parties, and sold products and provided services to related parties, all at market or negotiated prices. In joint external investments, the company, as a limited partner, invested RMB 1 billion in Shanghai Biopharmaceutical M&A Private Equity Fund Partnership, which has completed establishment and filing. In financial services, the company had deposit and loan transactions with Shanghai Industrial Group Finance Co., Ltd., with end-of-period deposits of RMB 3.19 billion, loans of RMB 4.34 billion, and a credit line of RMB 8.57 billion Related Party Transactions Related to Ordinary Operations (Partial) | Related Party | Related Party Transaction Content | Related Party Transaction Amount (Million Yuan) | | :--- | :--- | :--- | | SIIC Group and its subsidiaries | Procurement of products and acceptance of services from related parties | 2,807.82 | | SIIC Group and its subsidiaries | Sale of products and provision of services to related parties | 33.40 | | Shanghai Pharma Group and its subsidiaries | Lease of properties, equipment, and acceptance of property services from related parties | 1,857.05 | | Shanghai Pharma Group and its subsidiaries | Lease of properties to related parties | 231.53 | | Yunnan Baiyao | Procurement of goods from related parties | 28,283.96 | | Yunnan Baiyao | Sale of products to related parties | 33,032.93 | - The company, as one of the limited partners, participated in the establishment of Shanghai Biopharmaceutical M&A Private Equity Fund Partnership (Limited Partnership), with an investment amount of **RMB 1 billion**, and has completed industrial and commercial registration and filing procedures[150](index=150&type=chunk)[151](index=151&type=chunk) Financial Transactions with Shanghai Industrial Group Finance Co., Ltd. | Business Type | Period-end Balance (Million Yuan) | | :--- | :--- | | Deposit Business | 318,839.71 | | Loan Business | 434,348.65 | | Total Credit Line | 856,850.00 | [Significant Contracts and Their Performance](index=39&type=section&id=Significant%20Contracts%20and%20Their%20Performance) During the reporting period, the company had no trusteeship, contracting, or leasing matters. Regarding significant guarantees, the total external guarantee amounted to RMB 2.14 billion, representing 2.85% of the company's net assets. Guarantees for subsidiaries totaled RMB 1.96 billion in new occurrences and RMB 2.14 billion in end-of-period balance. Debt guarantees for guaranteed parties with an asset-liability ratio exceeding 70% amounted to RMB 1.68 billion. The company had no other significant contracts - During the reporting period, the company had no trusteeship, contracting, or leasing matters[159](index=159&type=chunk) Company Total Guarantee Status | Indicator | Amount (RMB) | | :--- | :--- | | Total Guarantees for Subsidiaries Incurred During Reporting Period | 1,958,331,447.12 | | Total Guarantees for Subsidiaries Outstanding at Period-end (B) | 2,137,117,337.50 | | Total Guarantees (A+B) | 2,137,117,337.50 | | Total Guarantees as % of Company's Net Assets | 2.85% | | Of which: Guarantees Provided for Shareholders, Actual Controllers, and Their Related Parties (C) | - | | Debt Guarantees Provided Directly or Indirectly for Guaranteed Parties with Asset-Liability Ratio Exceeding 70% (D) | 1,680,100,837.28 | | Total of the Above Three Guarantee Amounts (C+D+E) | 1,680,100,837.28 | [Section VI Share Changes and Shareholder Information](index=42&type=section&id=Section%20VI%20Share%20Changes%20and%20Shareholder%20Information) [Changes in Share Capital](index=42&type=section&id=Changes%20in%20Share%20Capital) During the reporting period, the company's total share capital increased from 3,707,971,839 shares to 3,708,361,809 shares, primarily due to the exercise of 389,970 stock options from the 2019 stock option incentive plan's first grant, third exercise period. Concurrently, on April 8, 2025, 852,626,796 restricted A-shares from private placements to Shanghai Tandong and Yunnan Baiyao were unlocked and became tradable, leading to a decrease in restricted shares and an increase in unrestricted tradable shares Share Capital Change Table | Share Class | Number Before Change | Percentage Before Change (%) | Change (Increase/Decrease) Subtotal | Number After Change | Percentage After Change (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | I. Restricted Shares | 852,708,396 | 22.99 | -852,626,796 | 81,600 | 0.002 | | II. Unrestricted Tradable Shares | 2,855,263,443 | 77.00 | +853,016,766 | 3,708,280,209 | 99.99 | | Total Shares | 3,707,971,839 | 100 | +389,970 | 3,708,361,809 | 100 | - On April 8, 2025, a total of **852,626,796 restricted A-shares** from private placements to Shanghai Tandong (**187,000,000 shares**) and Yunnan Baiyao (**665,626,796 shares**) were unlocked and became tradable[166](index=166&type=chunk) - The **389,970 shares** of new capital issued resulted from the cumulative exercise and completion of share transfer registration by beneficiaries of the company's 2019 stock option incentive plan's first grant, third exercise period, before the end of the Q1 2025 exercise period[166](index=166&type=chunk) [Shareholder Information](index=43&type=section&id=Shareholder%20Information) As of the end of the reporting period, the company had 85,127 common shareholders. Among the top ten shareholders, HKSCC NOMINEES LIMITED held the largest stake at 24.761%. Shanghai Pharmaceuticals (Group) Co., Ltd., Yunnan Baiyao Group Co., Ltd., SIIC International Investment Co., Ltd., and Shanghai Industrial (Group) Co., Ltd. were also major shareholders. Shanghai Industrial Group collectively held/controlled 1,426,255,837 shares, representing 38.461% of the total share capital, making it the ultimate controlling company - As of the end of the reporting period, the total number of common shareholders was **85,127**[169](index=169&type=chunk) Top Ten Shareholders' Shareholding Status as of Period-end | Shareholder Name | Number of Shares Held at Period-end | Percentage (%) | Shareholder Nature | | :--- | :--- | :--- | :--- | | HKSCC NOMINEES LIMITED | 918,233,449 | 24.761 | Overseas Legal Person | | Shanghai Pharmaceuticals (Group) Co., Ltd. | 716,516,039 | 19.322 | State-owned Legal Person | | Yunnan Baiyao Group Co., Ltd. | 665,626,796 | 17.949 | Domestic Non-state-owned Legal Person | | SIIC International Investment Co., Ltd. | 300,438,000 | 8.102 | State-owned Legal Person | | Shanghai Industrial (Group) Co., Ltd. | 221,801,798 | 5.981 | State-owned Legal Person | | Shanghai Tandong Enterprise Consulting Service Co., Ltd. | 187,000,000 | 5.043 | State-owned Legal Person | | New China Life Insurance Co., Ltd. - Traditional - Ordinary Insurance Products - 018L - CT001 Shanghai | 153,696,726 | 4.145 | State-owned Legal Person | | Hong Kong Securities Clearing Company Limited | 78,715,053 | 2.123 | Overseas Legal Person | | China Securities Finance Corporation Limited | 41,330,543 | 1.115 | State-owned Legal Person | | New China Life Insurance Co., Ltd. - Dividend - Individual Dividend - 018L - FH002 Shanghai | 29,020,495 | 0.783 | State-owned Legal Person | - Shanghai Industrial Group collectively held/controlled **1,426,255,837 shares** of the company, accounting for **38.461%** of the company's total share capital, making it the ultimate controlling company[173](index=173&type=chunk)[174](index=174&type=chunk) Top Ten Restricted Shareholders' Shareholding and Restriction Conditions | No. | Restricted Shareholder Name | Number of Restricted Shares Held | Restriction Conditions | | :--- | :--- | :--- | :--- | | 1 | Hainan Zhongwang Investment Management Co., Ltd. | 81,600 | Unpaid consideration for equity split reform advanced by Shanghai Pharma Group | [Information on Directors, Supervisors, and Senior Management](index=46&type=section&id=Information%20on%20Directors%2C%20Supervisors%2C%20and%20Senior%20Management) During the reporting period, stock options held by the company's directors and senior management, including Shen Bo, Li Yongzhong, Zhao Yong, Mao Jianyi, and Maimaitiaili, expired and were canceled, resulting in zero stock options held at period-end. These options were part of the company's 2019 stock option incentive plan's third exercise period, which was exercisable from February 14, 2024, to February 13, 2025 Equity Incentive Status of Directors, Supervisors, and Senior Management | Name | Position | Number of Stock Options Held at Beginning of Period (10,000 shares) | Number of Stock Options Canceled During Reporting Period (10,000 shares) | Number of Stock Options Held at Period-end (10,000 shares) | | :--- | :--- | :--- | :--- | :--- | | Shen Bo | Director | 13.26 | 13.26 | 0 | | Li Yongzhong | Director | 13.26 | 13.26 | 0 | | Zhao Yong | Senior Management | 11.22 | 11.22 | 0 | | Mao Jianyi | Senior Management | 11.22 | 11.22 | 0 | | Maimaitiaili | Senior Management | 2.72 | 2.72 | 0 | | Total | / | 51.68 | 51.68 | 0 | - The stock options held by directors and senior management in the table belong to the company's 2019 stock option incentive plan's third exercise period, which was exercisable from February 14, 2024, to February 13, 2025[178](index=178&type=chunk) [Disclosure Required by Securities and Futures Ordinance and Hong Kong Listing Rules](index=47&type=section&id=Disclosure%20Required%20by%20Securities%20and%20Futures%20Ordinance%20and%20Hong%20Kong%20Listing%20Rules) As of June 30, 2025, Shanghai Industrial Group and its controlled entities collectively held/controlled 1,426,255,837 shares, representing 38.46% of the total share capital, making it the company's major shareholder. Shanghai Industrial Group held 1,125,317,837 A-shares through controlled entities, accounting for 40.35% of A-shares. Yunnan Baiyao beneficially owned 665,626,796 A-shares, representing 23.86% of A-shares. New China Asset Management Co., Ltd. and its affiliates held A-shares and H-shares, totaling 5.75% of the total share capital. During the reporting period, neither the company nor its subsidiaries purchased, sold, or redeemed any listed shares of Shanghai Pharma, nor did they hold any treasury shares Interests of Major Shareholders in Shares and Related Shares | Shareholder Name | Share Class | Nature of Interest in Shares | Number of Shares Held at Period-end | Percentage of Company's Total Share Capital (%) | | :--- | :--- | :--- | :--- | :--- | | SIIC Group | A-shares/H-shares | Interests of controlled corporations, beneficial owner | 1,125,817,837 (L)/300,438,000 (L) | 38.46 | | Shanghai SIIC | A-shares | Interests of controlled corporations, beneficial owner | 1,125,317,837 (L) | 30.35 | | Shanghai Pharma Group | A-shares | Beneficial owner | 716,516,039 (L) | 19.32 | | Yunnan Baiyao | A-shares | Beneficial owner | 665,626,796 (L) | 17.95 | | New China Asset Management Co., Ltd. | A-shares/H-shares | Investment manager | 167,357,500 (L)/45,954,600 (L) | 5.75 | | New China Life Insurance Company Ltd. | A-shares/H-shares | Beneficial owner, interests of controlled corporations/beneficial owner | 167,440,100 (L)/45,954,600 (L) | 5.75 | - Shanghai Industrial Group collectively held/controlled **1,426,255,837 shares** of the company, accounting for **38.461%** of the company's total share capital[179](index=179&type=chunk)[181](index=181&type=chunk) - During the reporting period, neither the company (including its subsidiaries) purchased, sold, or redeemed any listed shares of Shanghai Pharma, and as of June 30, 2025, the company did not hold any treasury shares[185](index=185&type=chunk) [Section VII Bond-Related Information](index=49&type=section&id=Section%20VII%20Bond-Related%20Information) [Corporate Bonds (Including Enterprise Bonds) and Non-Financial Enterprise Debt Financing Instruments](index=49&type=section&id=Corporate%20Bonds%20%28Including%20Enterprise%20Bonds%29%20and%20Non-Financial%20Enterprise%20Debt%20Financing%20Instruments) During the reporting period, the company had no corporate bond (including enterprise bond) proceeds usage or rectification issues. The company issued two tranches of super short-term commercial papers, totaling RMB 6.03 billion, with coupon rates of 1.75% and 1.53%, respectively, both without default. Key financial indicators showed a current ratio of 1.32, quick ratio of 1.02, and asset-liability ratio of 62.68% (up 0.54 percentage points). Net profit excluding non-recurring items decreased by 22.38% year-on-year. Interest coverage ratio was 8.68x and EBITDA interest coverage ratio was 10.33x, both significantly improved, mainly due to increased investment income from the deemed disposal of a joint venture. Loan repayment rate and interest payment rate were both 100% - All of the company's corporate bonds did not involve the use or rectification of raised funds during the reporting period[187](index=187&type=chunk) Basic Information on Non-Financial Enterprise Debt Financing Instruments | Bond Name | Abbreviation | Code | Issue Date | Maturity Date | Bond Balance (Billion Yuan) | Interest Rate (%) | Risk of Delisting | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Shanghai Pharmaceuticals Holding Co., Ltd. 2025 First Super Short-term Commercial Paper | Shanghai Pharma 25 SCP001 | 012580196 | 2025-1-15 | 2025-9-26 | 3.00 | 1.75% | No | | Shanghai Pharmaceuticals Holding Co., Ltd. 2025 Second Super Short-term Commercial Paper | Shanghai Pharma 25 SCP002 | 012581278 | 2025-6-3 | 2026-2-27 | 3.00 | 1.53% | No | Key Accounting Data and Financial Indicators | Main Indicator | Current Period-end/Current Period (Jan-Jun) | Prior Year-end/Prior Year Period | Reason for Change | | :--- | :--- | :--- | :--- | | Current Ratio | 1.32 | 1.36 | / | | Quick Ratio | 1.02 | 1.04 | / | | Asset-Liability Ratio (%) | 62.68 | 62.14 | Increased by 0.54 percentage points | | Net Profit Excluding Non-recurring Items | 2,099,764,932.53 | 2,705,163,523.17 | / | | Interest Coverage Ratio | 8.68 | 6.25 | Increase in investment income from deemed disposal of joint venture in current period | | EBITDA Interest Coverage Ratio | 10.33 | 7.61 | Increase in investment income from deemed disposal of joint venture in current period | | Loan Repayment Rate (%) | 100 | 100 | / | | Interest Payment Rate (%) | 100 | 100 | / | [Section VIII Financial Report](index=54&type=section&id=Section%20VIII%20Financial%20Report) [Financial Statements](index=54&type=section&id=Financial%20Statements) This section includes Shanghai Pharmaceuticals Holding Co., Ltd.'s consolidated and company balance sheets, income statements, cash flow statements, and statements of changes in shareholders' equity for the period from January 1 to June 30, 2025. These unaudited statements are declared true, accurate, and complete by the company's responsible persons. They detail the financial position, operating results, and cash flow changes for the reporting period - This section includes the consolidated and company balance sheets, income statements, cash flow statements, and statements of changes in shareholders' equity[195](index=195&type=chunk) - The financial statements are unaudited, but the company's responsible person, chief accountant, and head of accounting department declare them to be true, accurate, and complete[5](index=5&type=chunk) [Notes to Financial Statements](index=61&type=section&id=Notes%20to%20Financial%20Stat