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赛升药业(300485) - 2015 Q4 - 年度财报(更新)

Important Notice, Table of Contents, and Definitions This section provides the company's key disclosures, including risk warnings, the report's structure, and definitions of terms used Important Notice and Risk Statement The board ensures report accuracy, highlights key risks like policy changes, price declines, R&D uncertainty, and personnel loss, and proposes the 2015 profit distribution plan - The company faces five core risks - Industry Policy Risk: New GMP, GSP, medical insurance cost control, and drug bidding policies raise industry requirements, increasing enterprise policy risk6 - Product Price Decline Risk: The company's main products face price reduction risks in the new round of drug bidding and medical insurance payment reforms78 - Product Quality Risk: The company's product processes are complex, with multiple环节 (stages) potentially affecting product quality, posing potential quality risks9 - New Drug R&D Uncertainty: New drug R&D has long cycles and multiple stages, carrying risks of development failure or market non-acceptance11 - Core Personnel Loss Risk: Intense talent competition in the industry means the loss of core technical and management personnel could adversely affect the company's R&D and stable development12 - The Board of Directors approved the 2015 profit distribution plan: based on 120 million shares, a cash dividend of 3.60 yuan (tax inclusive) per 10 shares will be distributed, and 10 bonus shares for every 10 shares will be converted from capital reserve1314 Table of Contents The report's main structure includes eleven chapters covering company profile, business overview, management discussion, significant events, share changes, corporate governance, and financial reports Definitions This section defines key terms and abbreviations used in the report, such as "Saisheng Pharmaceutical" and "Sai'er Bio," and specifies the reporting period as January 1 to December 31, 2015 Company Profile and Key Financial Indicators This section provides the company's basic information, contact details, disclosure channels, and core financial data for the past three years, highlighting 2015 revenue and net profit growth, cash flow decline, and significant asset growth due to IPO Company Basic Information Beijing Saisheng Pharmaceutical Co., Ltd. (stock code: 300485), registered in Beijing Economic-Technological Development Area, is a pharmaceutical company with Ma Biao as legal representative, disclosing information via China Securities Journal and Cninfo | Item | Information | | :--- | :--- | | Stock Abbreviation | Saisheng Pharmaceutical | | Stock Code | 300485 | | Chinese Name | 北京赛升药业股份有限公司 | | Legal Representative | Ma Biao | | Registered Address | No. 8 Xingsheng Street, Beijing Economic-Technological Development Area, Beijing | | Information Disclosure Website | Cninfo (http://www.cninfo.com.cn) | Key Accounting Data and Financial Indicators In 2015, the company achieved operating revenue of 607.14 million yuan, up 2.93%; net profit attributable to shareholders was 209.27 million yuan, up 3.31%; operating cash flow decreased by 20.94% to 169.36 million yuan; total assets surged 170.73% to 1.94 billion yuan due to IPO | Key Financial Indicators | 2015 (Yuan) | 2014 (Yuan) | YoY Change | | :--- | :--- | :--- | :--- | | Operating Revenue | 607,138,310.74 | 589,846,385.90 | 2.93% | | Net Profit Attributable to Listed Company Shareholders | 209,273,984.37 | 202,571,532.22 | 3.31% | | Net Cash Flow from Operating Activities | 169,357,075.56 | 214,225,147.96 | -20.94% | | Basic Earnings Per Share | 1.990 | 2.25 | -11.56% | | Weighted Average Return on Net Assets | 16.75% | 36.15% | -19.40% | | Total Assets | 1,944,810,335.19 | 718,347,837.61 | 170.73% | | Net Assets Attributable to Listed Company Shareholders | 1,881,363,142.79 | 645,144,458.42 | 191.62% | | Quarter | Operating Revenue (Yuan) | Net Profit Attributable to Listed Company Shareholders (Yuan) | | :--- | :--- | :--- | | Q1 | 132,310,908.29 | 45,942,072.21 | | Q2 | 158,542,195.96 | 59,452,898.64 | | Q3 | 165,749,504.59 | 50,568,060.85 | | Q4 | 150,535,701.90 | 53,310,952.67 | - The company's 2015 non-recurring gains and losses totaled 587,100 yuan, primarily from government subsidies2830 Company Business Overview The company primarily researches, develops, produces, and sells injectable biological and biochemical drugs, focusing on cardiovascular, immune, and nervous system diseases, possessing core competencies in R&D, process technology, and integrated supply chain Main Business The company's core business involves R&D, production, and sales of injectable biological and biochemical drugs for cardiovascular, immune, and nervous system diseases, with no significant changes in the reporting period, though immune system drugs were affected by policy - The company is the original drafter for national drug standards of 5 varieties, including Fibrinolysin and Polysaccharide Peptide Injection, with several products being the first to be manufactured nationwide33 - The company's products are primarily applied in three major therapeutic areas - Immunomodulatory: Polysaccharide Peptide Injection, Deoxyribonucleotide Sodium Injection, Thymosin Injection - Cardiovascular and Cerebrovascular: Fibrinolysin Injection - Nervous System: Monosialotetrahexosylganglioside Sodium Injection (GM-1)34 Analysis of Core Competencies The company's core competencies lie in its balanced product portfolio, strong R&D capabilities including a postdoctoral research station, mastery of core biopharmaceutical purification technologies, and a comprehensive supply chain from raw materials to finished products - During the reporting period, the company acquired two projects, HM-3 (Anti-Angiopeptin) and Nafamostat Mesylate, through technology transfer, with the former's patent rights transferred to Saisheng Pharmaceutical, enhancing its intellectual property advantage38 - The company's core competencies are reflected in four aspects - Product Advantage: Five leading products cover high-growth therapeutic areas, with a balanced structure and high market share3940 - R&D Advantage: Possesses a postdoctoral research station, with key product technologies derived from independent development and numerous invention patents41 - Process Technology Advantage: Established specialized technology platforms for the separation and purification of biological macromolecules like proteins (peptides) and polysaccharides, mastering core processes42 - Industrial Chain Layout Advantage: Owns a complete industrial chain from active pharmaceutical ingredients to multi-dosage form preparations, effectively dispersing risks43 Management Discussion and Analysis In 2015, the company achieved stable growth with approximately 3% increases in revenue and net profit amidst industry slowdown and policy reforms, significantly boosting R&D investment, advancing IPO-funded projects, and establishing an industry M&A fund for external expansion Overview of Operations Facing industry challenges in 2015, the company achieved stable growth with total operating revenue of 607.14 million yuan (up 2.93%) and net profit attributable to shareholders of 209.27 million yuan (up 3.31%), making progress in R&D, IPO projects, and strategic development | Financial Indicators | 2015 Amount (Yuan) | YoY Growth | | :--- | :--- | :--- | | Total Operating Revenue | 607,138,310.74 | 2.93% | | Total Profit | 243,242,292.54 | 3.03% | | Net Profit Attributable to Listed Company Shareholders | 209,273,984.37 | 3.31% | | Main Product | Revenue Share | Gross Margin | | :--- | :--- | :--- | | Deoxyribonucleotide Sodium Injection | 30.85% | 66.59% | | GM1 | 25.35% | 68.02% | | Polysaccharide Peptide Injection | 20.19% | 52.94% | | Fibrinolysin Injection | 14.49% | 58.74% | | Thymosin Injection | 2.36% | 37.95% | - The company listed on June 26, 2015, and partnered with E-Town Capital to establish the Beijing E-Town Biopharmaceutical Industry M&A Fund, aiming for industrial expansion in areas like biomacromolecule technology and cell engineering54 Analysis of Main Business The company's main revenue sources are immune, nervous, and cardiovascular system drugs, with cardiovascular showing the fastest growth at 16.77% in 2015; sales in Central and North China grew significantly, while East China and Southwest declined; top five customers accounted for 43.46% of sales Operating Revenue Composition (by Product) | Product Category | 2015 Revenue (Yuan) | Revenue Share | YoY Change | | :--- | :--- | :--- | :--- | | Immunomodulatory Drugs | 324,839,402.60 | 53.50% | -1.23% | | Nervous System Drugs | 153,891,444.12 | 25.35% | 1.50% | | Cardiovascular and Cerebrovascular Drugs | 119,431,630.50 | 19.67% | 16.77% | | Other | 8,975,833.52 | 1.48% | 26.83% | Operating Revenue Composition (by Region) | Region | 2015 Revenue (Yuan) | Revenue Share | YoY Change | | :--- | :--- | :--- | :--- | | East China | 177,114,295.34 | 29.17% | -9.00% | | Northeast China | 138,334,323.68 | 22.78% | 2.41% | | Central China | 109,031,235.29 | 17.96% | 20.78% | | North China | 108,408,444.44 | 17.86% | 2.97% | - The company's top five customers accounted for 43.46% of total annual sales, with the largest customer contributing 18.40%6971 - Financial expenses significantly decreased by 69.97% year-on-year, primarily because short-term bank wealth management product income was recognized as investment income instead of interest income73 R&D Investment In 2015, R&D investment reached 42.51 million yuan, a 30.74% increase, representing 7.00% of operating revenue, with 12.82 million yuan capitalized due to projects like Anti-Angiopeptin entering clinical or preclinical stages | R&D Investment Indicator | 2015 | 2014 | Change | | :--- | :--- | :--- | :--- | | R&D Investment Amount (Yuan) | 42,506,452.69 | 32,511,677.33 | +30.74% | | R&D Investment as % of Operating Revenue | 7.00% | 5.51% | +1.49pp | | Capitalized R&D Expenditure Amount (Yuan) | 12,818,941.13 | 0.00 | N/A | | Capitalized R&D Expenditure as % of R&D Investment | 30.16% | 0.00% | N/A | - The significant change in R&D capitalization rate is due to the Anti-Angiopeptin project entering Phase I clinical trials and the Nafamostat Mesylate project being in the preclinical stage, with their development expenditures meeting capitalization criteria75 Cash Flow Analysis In 2015, operating cash flow decreased by 20.94% to 169.36 million yuan, while investing cash outflow surged to 682.92 million yuan due to wealth management and M&A fund investments, and financing cash inflow reached 1.03 billion yuan primarily from the IPO, resulting in a net cash increase of 517.28 million yuan | Cash Flow Item | 2015 (Yuan) | 2014 (Yuan) | YoY Change | | :--- | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 169,357,075.56 | 214,225,147.96 | -20.94% | | Net Cash Flow from Investing Activities | -682,924,036.26 | -7,046,625.80 | -9,591.50% | | Net Cash Flow from Financing Activities | 1,030,844,700.00 | -50,130,000.00 | 2,156.34% | | Net Increase in Cash and Cash Equivalents | 517,277,739.30 | 157,048,522.16 | 229.37% | - Key reasons for significant cash flow changes - Sharp increase in investing outflow: Primarily due to the purchase of wealth management products and investment in the industry M&A fund82 - Sharp increase in financing inflow: Primarily due to the company's IPO proceeds83 Assets and Liabilities As of year-end 2015, total assets reached 1.95 billion yuan, a 170.73% increase, with cash and equivalents at 999.40 million yuan (51.39% of total assets) due to IPO proceeds, and a new long-term equity investment of 105 million yuan in an industry M&A fund, while total liabilities remained stable | Main Asset Item | 2015 Year-end Amount (Yuan) | % of Total Assets | Explanation for Change from Previous Year-end | | :--- | :--- | :--- | :--- | | Cash and Equivalents | 999,404,287.92 | 51.39% | Increase due to IPO proceeds | | Long-term Equity Investments | 105,000,551.25 | 5.40% | Company's investment in industry M&A fund | | Construction in Progress | 12,780,903.48 | 0.66% | Construction of production base commenced | Investment Analysis In 2015, the company made a significant equity investment of 105 million yuan in the Beijing E-Town Biopharmaceutical Industry M&A Fund (26.25% stake) for external expansion, and utilized 103 million yuan of its 1.08 billion yuan IPO proceeds for committed projects like the new pharmaceutical production base, also investing idle funds in wealth management products - During the reporting period, the company invested 105 million yuan to co-establish the Beijing E-Town Biopharmaceutical M&A Fund (Limited Partnership) with E-Town Capital and other partners, holding a 26.25% stake, aiming for industrial expansion91 | Raised Funds Committed Project | Committed Investment Total (10,000 Yuan) | Cumulative Investment Amount (10,000 Yuan) | Investment Progress | | :--- | :--- | :--- | :--- | | New Pharmaceutical Production Base Project | 68,085.41 | 9,570.38 | 14.06% | | New Cardiovascular and Immunomodulatory Product Industrialization Project | 28,352.17 | 0 | 0.00% | | Marketing Network Construction Project | 5,656.89 | 190 | 3.36% | | Peptide-like Product HM Project | 6,000 | 500 | 8.33% | | Total | 108,094.47 | 10,260.38 | - | - The company used up to 950 million yuan of idle raised funds to purchase principal-protected bank wealth management products, with a balance of 270 million yuan as of year-end 201598 Outlook on Company's Future Development The company anticipates continued growth in oncology, cardiovascular, and nervous system drug markets, aiming to be a technologically advanced and well-managed listed company, with 2016 plans including maintaining product growth, increasing R&D investment, expanding marketing, and seeking M&A opportunities, targeting 0-15% revenue growth - The company anticipates an upward trend in oncology and immunomodulators, cardiovascular drugs, and nervous system drugs, benefiting from an aging population and increased healthcare investment102103 - Key points of the 2016 operating plan - Products: Maintain stable growth for the five main products and introduce new varieties - Technology Development: R&D investment to exceed 5% of main business revenue, focusing on biomacromolecules and derivative products - Marketing: Improve the "resident investment attraction + academic promotion" model and strengthen dealer alliances - Mergers and Acquisitions: Seize industry development opportunities to seek M&A of peer or upstream/downstream enterprises107108113 - The company has preliminarily set its 2016 operating target for operating revenue growth between 0% and 15%, emphasizing that this target does not constitute a performance commitment115 Significant Events This section details the company's significant events, including the 2015 profit distribution plan (3.6 yuan cash dividend and 10 bonus shares per 10 shares), fulfillment of IPO commitments, absence of major litigation or related-party transactions, subsidiary Sai'er Bio's new GMP certification, and the use of idle raised funds for wealth management Profit Distribution and Capital Reserve to Share Capital Conversion The company proposed a 2015 profit distribution plan of 3.6 yuan cash dividend per 10 shares (totaling 43.2 million yuan) and 10 bonus shares per 10 shares from capital reserve, based on 120 million shares, with cash dividends consistently exceeding 20% of net profit over the past three years | Item | Content | | :--- | :--- | | Number of Bonus Shares per 10 Shares | 0 | | Cash Dividend per 10 Shares (Yuan) (Tax Inclusive) | 3.60 | | Number of Shares Converted from Capital Reserve per 10 Shares | 10 | | Share Capital Base for Distribution Plan (Shares) | 120,000,000 | | Total Cash Dividend (Yuan) (Tax Inclusive) | 43,200,000.00 | Cash Dividend Situation Over the Past Three Years | Dividend Year | Cash Dividend Amount (Yuan) | % of Net Profit Attributable to Parent Company Shareholders | | :--- | :--- | :--- | | 2015 | 43,200,000.00 | 20.64% | | 2014 | 54,000,000.00 | 26.66% | | 2013 | 49,500,000.00 | 30.79% | Fulfillment of Commitments The company, controlling shareholder, directors, supervisors, and senior management have strictly fulfilled all commitments made during the initial public offering regarding share lock-up, share price stability, information disclosure accuracy, and dividend policy, with no violations reported during the period - The company's controlling shareholder Ma Biao and related parties Ma Li and Liu Shuqin committed not to transfer their pre-IPO shares for 36 months from the company's listing date133 - The company and related parties committed to activate a share price stabilization plan, including company buybacks and shareholder share increases, if the share price falls below net asset value per share for 20 consecutive trading days within three years of listing135137 Wealth Management During the reporting period, the company used 1.08 billion yuan of raised funds for four short-term principal-protected bank wealth management products, realizing 10.43 million yuan in investment income by year-end, with 270 million yuan still outstanding, and plans to continue using idle funds for wealth management - The company used raised funds to purchase short-term wealth management products from Huaxia Bank, CITIC Bank, Bank of Beijing, and China Merchants Bank, totaling 1.08 billion yuan170 - During the reporting period, wealth management generated 10.43 million yuan in income, with total expected income of 13.75 million yuan170 Significant Events of Company Subsidiaries During the reporting period, the company's subsidiary, Beijing Sai'er Bio-Pharmaceutical Co., Ltd., obtained the new version of the GMP certificate for tablets and capsules, valid until November 16, 2020, and also passed the high-tech enterprise re-certification - Subsidiary Sai'er Bio obtained the new version of the Drug GMP Certificate, valid until November 16, 2020, which will enhance product quality and production capacity175 Share Changes and Shareholder Information This section details the company's share structure changes due to its 2015 initial public offering, increasing total share capital from 90 million to 120 million shares, with 30 million new shares being unrestricted, and identifies the controlling shareholder and related parties Share Change Information Due to the initial public offering of 30 million new shares, the company's total share capital increased from 90 million to 120 million shares, with restricted shares remaining at 90 million (75%) and unrestricted shares now at 30 million (25%) | Share Class | Quantity Before Change (Shares) | Increase/Decrease in This Change (Shares) | Quantity After Change (Shares) | % After Change | | :--- | :--- | :--- | :--- | :--- | | I. Restricted Shares | 90,000,000 | 0 | 90,000,000 | 75.00% | | II. Unrestricted Shares | 0 | +30,000,000 | 30,000,000 | 25.00% | | III. Total Shares | 90,000,000 | +30,000,000 | 120,000,000 | 100.00% | Shareholders and Actual Controller Information As of the reporting period end, the company had 19,457 shareholders; controlling shareholder and actual controller Ma Biao held 49.68% of shares, with Ma Li (11.88%) and Liu Shuqin (3.24%) being related parties, and Beijing Aerospace Industry Investment Fund as the third largest shareholder (6.75%) Top Five Shareholders' Shareholding | Shareholder Name | Shareholder Nature | Shareholding % | Number of Restricted Shares Held (Shares) | | :--- | :--- | :--- | :--- | | Ma Biao | Domestic Natural Person | 49.68% | 59,616,000 | | Ma Li | Domestic Natural Person | 11.88% | 14,256,000 | | Beijing Aerospace Industry Investment Fund (Limited Partnership) | Domestic Non-State-Owned Legal Person | 6.75% | 8,100,000 | | Liu Shuqin | Domestic Natural Person | 3.24% | 3,888,000 | | Wang Guang | Domestic Natural Person | 2.70% | 3,240,000 | - Shareholders Ma Biao and Ma Li are siblings, and Liu Shuqin is their mother, constituting related parties or parties acting in concert187 Preferred Shares Information The company had no preferred shares during the reporting period - The company had no preferred shares during the reporting period193 Directors, Supervisors, Senior Management, and Employees This section outlines the composition of the company's directors, supervisors, senior management, and employees, noting no changes in personnel or their shareholdings during the period, with Chairman and General Manager Ma Biao as a key figure, and technical personnel comprising the largest employee group Changes in Shareholdings and Composition of Directors, Supervisors, and Senior Management During the reporting period, there were no changes in the shareholdings of the company's directors, supervisors, and senior management, with Chairman Ma Biao holding 59.616 million shares and Director Ma Li holding 14.256 million shares, and their total annual remuneration amounting to 3.9356 million yuan - During the reporting period, there were no increases or decreases in the shareholdings of any directors, supervisors, or senior management personnel195197 | Name | Position | Total Pre-tax Remuneration from Company (10,000 Yuan) | | :--- | :--- | :--- | | Ma Biao | Chairman and General Manager | 79.3 | | Ma Li | Deputy General Manager and CFO | 59.3 | | Wang Xuefeng | Deputy General Manager and Board Secretary | 59.3 | | Jiang Guirong | Chief Engineer | 60 | | Zhang Fan | Marketing Director | 50 | Company Employee Information As of year-end 2015, the company had 442 employees, with approximately 54.75% holding college degrees or higher, and technical and production personnel forming the largest groups at 33.71% and 33.03% respectively, with total employee compensation amounting to 43.0254 million yuan, or 7.09% of operating revenue | Professional Division | Number of Employees | % of Total Employees | | :--- | :--- | :--- | | Production Personnel | 146 | 33.03% | | Sales Personnel | 65 | 14.71% | | Technical Personnel | 149 | 33.71% | | Financial Personnel | 12 | 2.71% | | Management Personnel | 37 | 8.37% | | Other Personnel | 33 | 7.47% | | Total | 442 | 100.00% | Corporate Governance During the reporting period, the company maintained a compliant corporate governance structure in accordance with relevant laws and regulations, ensuring independent operations, timely information disclosure, and effective internal controls, as confirmed by both self-assessment and external audit reports Basic Corporate Governance Status The company adheres strictly to the Company Law and Securities Law, maintaining a sound governance structure that complies with regulatory requirements, ensuring independent operations from the controlling shareholder, transparent information disclosure, and effective performance evaluation and incentive mechanisms - The actual corporate governance status of the company does not materially differ from the normative documents on corporate governance issued by the China Securities Regulatory Commission233 - The company maintains independence from its controlling shareholder in terms of business, personnel, assets, organization, and finance, possessing complete autonomous operating capabilities234235 Performance of Board Special Committees During the reporting period, the Audit, Remuneration and Appraisal, and Strategy Committees of the Board diligently performed their duties, holding multiple meetings to review annual financial reports, internal controls, remuneration plans, R&D projects, and the establishment of the industry M&A fund - The Audit Committee reviewed the company's internal control status for 2015, concluding that the established internal control system complies with regulations and effectively controls risks238 - The Strategy Committee approved significant matters, including the Proposal on the Company's 2015 R&D Project Initiation and the Proposal on Establishing the Beijing E-Town Biopharmaceutical Industry M&A Fund240 Internal Control Evaluation Report The Board's internal control self-evaluation report confirmed a sound and effective internal control system, with no material or significant deficiencies in financial or non-financial reporting identified during the period, a conclusion consistent with the standard unqualified assurance report issued by the accounting firm - According to the company's internal control evaluation report, total assets and operating revenue included in the evaluation scope both accounted for 100% of the consolidated financial statements245 - During the reporting period, the company found no material or significant deficiencies in financial or non-financial reporting247 - The accounting firm issued a standard unqualified assurance report on the company's internal controls related to financial statements as of December 31, 2015249250 Financial Report This section presents the audited 2015 financial report, including the standard unqualified audit opinion from Grant Thornton, consolidated and parent company financial statements (balance sheet, income statement, cash flow statement, and statement of changes in equity), and detailed notes providing comprehensive disclosures on financial position, operating results, and cash flows Audit Report Grant Thornton (Special General Partnership) audited the company's 2015 financial statements and issued a standard unqualified audit opinion (Zhi Tong Shen Zi (2016) No. 110ZA0774), affirming that the financial statements fairly present the company's financial position, operating results, and cash flows in all material respects, in accordance with enterprise accounting standards - Auditor: Grant Thornton (Special General Partnership)253 - Audit Opinion Type: Standard Unqualified Audit Opinion253259 Financial Statements This section includes the company's 2015 consolidated and parent company's four primary financial statements, showing consolidated total assets of 1.95 billion yuan, total liabilities of 61.997 million yuan, and total equity attributable to parent company shareholders of 1.88 billion yuan as of year-end 2015, with consolidated operating revenue of 607.14 million yuan and net profit attributable to parent company shareholders of 209.27 million yuan for the year Consolidated Balance Sheet Key Items (2015-12-31) | Item | Amount (Yuan) | | :--- | :--- | | Total Assets | 1,944,810,335.19 | | Total Liabilities | 61,997,156.37 | | Total Equity Attributable to Parent Company Shareholders | 1,881,363,142.79 | Consolidated Income Statement Key Items (2015) | Item | Amount (Yuan) | | :--- | :--- | | Total Operating Revenue | 607,138,310.74 | | Operating Profit | 242,543,934.50 | | Total Profit | 243,242,292.54 | | Net Profit Attributable to Parent Company Shareholders | 209,273,984.37 | Notes to Financial Statements The notes provide detailed information on the company's background, financial statement preparation basis, significant accounting policies and estimates, including its high-tech enterprise status enjoying a 15% corporate income tax rate, and comprehensive analysis of key consolidated financial statement items, related party transactions, and contingencies - The company listed on the Shenzhen Stock Exchange on June 26, 2015, publicly issuing 30 million shares, increasing total share capital to 120 million shares312 - The company and its subsidiary Sai'er Bio are both high-tech enterprises, enjoying a 15% corporate income tax preferential rate437 - The company's 2015 non-recurring gains and losses totaled 587,100 yuan, primarily including government subsidies and non-current asset disposal gains/losses617 Documents Available for Inspection This section lists documents available for review, including the annual report text signed by the legal representative, the financial report text, and originals of all publicly disclosed documents during the reporting period