赛升药业(300485) - 2017 Q4 - 年度财报(更新)

Section I: Important Notice, Table of Contents, and Definitions Important Notice and Risk Statement The board guarantees the annual report's truthfulness and completeness, highlighting key risks like policy changes, product price declines, quality control, R&D uncertainties, and core personnel loss - Increased regulatory scrutiny on the pharmaceutical industry, with policies like hierarchical diagnosis and treatment, new medical insurance catalog, and 'two-invoice system' raising requirements for market access, production, and sales, increasing policy risks for enterprises[5] - Under new drug bidding rounds, changes in medical insurance payment conditions, and intensified market competition, the company's main products face price reduction risks, which may adversely affect profitability[6] - The company's main products are injections with complex production processes; various stages from raw material procurement to product sales may affect product quality, posing potential product quality risks[8] - New drug R&D has long cycles and multiple stages, susceptible to unpredictable factors, with risks of development failure or inability to complete registration, potentially adversely affecting the company's profitability[9] - As a high-tech enterprise, the loss of core technical and management personnel may lead to leakage of core technologies, adversely affecting the company's R&D and stable development[10] Profit Distribution Plan The board approved the 2017 profit distribution plan, proposing a cash dividend of 2.40 yuan (incl. tax) per 10 shares and a capital reserve transfer of 10 shares per 10 shares, based on 240 million shares 2017 Annual Profit Distribution Plan | Distribution Item | Specific Plan | | :--- | :--- | | Cash Dividend | 2.40 yuan (incl. tax) per 10 shares | | Bonus Shares | 0 shares per 10 shares | | Capital Reserve Transfer | 10 shares per 10 shares | | Distribution Base | 240,000,000 shares | Section II: Company Profile and Key Financial Indicators Company Basic Information This section provides the company's basic business registration information, including stock abbreviation 'Saisheng Pharmaceutical', stock code '300485', legal representative Ma Biao, and registered/office addresses and contact details - The company's stock abbreviation is 'Saisheng Pharmaceutical', code is 300485, and legal representative is Ma Biao[16] Overview of Key Financial Data In 2017, the company achieved operating revenue of 750 million yuan, up 21.70% year-on-year, and net profit attributable to shareholders of 282 million yuan, up 8.98%, while net cash flow from operating activities significantly decreased by 49.17% 2017 Key Financial Indicators | Indicator | 2017 (yuan) | 2016 (yuan) | YoY Change | | :--- | :--- | :--- | :--- | | Operating Revenue | 749,986,848.13 | 616,238,487.47 | 21.70% | | Net Profit Attributable to Shareholders | 281,604,133.53 | 258,405,896.27 | 8.98% | | Net Profit Attributable to Shareholders (Excl. Non-recurring Items) | 263,531,176.54 | 239,368,778.69 | 10.09% | | Net Cash Flow from Operating Activities | 108,212,673.95 | 212,893,474.60 | -49.17% | | Basic Earnings Per Share (yuan/share) | 1.170 | 1.080 | 8.33% | | Total Assets (Year-end) | 2,453,403,315.15 | 2,216,587,575.58 | 10.68% | | Net Assets Attributable to Shareholders (Year-end) | 2,318,173,172.59 | 2,096,569,039.06 | 10.57% | Non-recurring Gains and Losses In 2017, the company's non-recurring gains and losses totaled 18.07 million yuan, primarily from gains/losses on entrusted investments, amounting to 21.02 million yuan, a slight decrease from 2016 Non-recurring Gains and Losses Items and Amounts | Item | 2017 Amount (yuan) | 2016 Amount (yuan) | | :--- | :--- | :--- | | Gains/losses from entrusted investments or asset management | 21,020,977.11 | 21,202,760.92 | | Government grants recognized in current profit/loss | 1,072,843.61 | 1,437,518.42 | | Other non-operating net income/expenses | -852,759.56 | -199,208.20 | | Total (after tax) | 18,072,956.99 | 19,037,117.58 | Section III: Company Business Overview Main Business and Operating Model The company's main business is R&D, production, and sales of injectable preparations, focusing on cardiovascular, immune (anti-tumor), and nervous system fields, employing a marketing-oriented production model and a 'resident investment promotion + academic promotion' marketing strategy - The company's main business is biological and biochemical injectable preparations, covering cardiovascular, immune regulation, and nervous system therapeutic areas[30][31] - The company adopts a 'resident investment promotion (R) + academic promotion (S)' marketing model, distributing products to hospital terminals through a dealer network[34] Core Competencies The company's core competencies include a balanced product structure, strong R&D and patent advantages, unique process technology platforms, and a complete industrial chain, holding 40 national patents, 30 of which are invention patents - Product advantages: Five major products are independently developed, hold high market shares, and feature a balanced product structure, mitigating single-product dependency risk[38] - R&D and patent advantages: As of the reporting period, the company has obtained 40 national patent technologies, including 30 invention patents, with core technologies extensively applied in major products[38] - Process technology advantages: The company possesses unique advantages in biological macromolecule separation and purification technology, establishing specialized technology platforms for proteins, polysaccharides, and nucleotides[41] - Industrial chain advantages: The company and its controlled subsidiaries hold multi-dosage form production licenses, featuring a complete product industrial chain that effectively mitigates raw material and preparation price fluctuation risks[42] Section IV: Management Discussion and Analysis I. Overview During the reporting period, the company maintained stable operations amidst intensive pharmaceutical policy changes, with 100% product ex-factory qualification rate, deepened its marketing model, advanced new drug R&D, and acquired 45% equity in Huada Protein - Production status: The annual product ex-factory qualification rate was 100%, with no safety, pollution, or product quality incidents[46] - Marketing status: Deepened the 'resident investment promotion + academic promotion' model, organized or participated in over 400 academic conferences throughout the year, and actively expanded into tertiary markets[49][50] - R&D progress: Pre-clinical research for two Class I anti-tumor new drugs, HM-3 and Angiogenesis Inhibitor Peptide, progressed orderly, with the HM-3 project in clinical research Phase Ia[50][51][52] - External investment: Successfully bid for 45% equity in Beijing Huada Protein Research Center Co., Ltd. for 22 million yuan[59][60] II. Main Business Analysis In 2017, pharmaceutical manufacturing revenue grew by 21.70%, with cardiovascular drug revenue up 92.53%, and strong regional growth in Northwest, South, and Southwest China, while sales expenses surged 148.82% due to the 'two-invoice system' and cash flow from operations declined 49.17% Operating Revenue Composition (by Product) | Product Category | 2017 Revenue (yuan) | % of Total Revenue | YoY Change | | :--- | :--- | :--- | :--- | | Immune System Drugs | 347,508,562.80 | 46.34% | 1.63% | | Nervous System Drugs | 125,574,359.12 | 16.74% | 1.60% | | Cardiovascular and Cerebrovascular Drugs | 268,676,054.17 | 35.82% | 92.53% | Operating Revenue Composition (by Region) | Region | 2017 Revenue (yuan) | % of Total Revenue | YoY Change | | :--- | :--- | :--- | :--- | | Northeast Region | 181,502,894.83 | 24.20% | 51.14% | | North China Region | 149,026,698.16 | 19.87% | 35.93% | | Southwest Region | 76,353,789.01 | 10.18% | 90.49% | | South China Region | 29,124,742.59 | 3.88% | 93.65% | | Northwest Region | 23,265,730.61 | 3.10% | 216.92% | - Sales expenses increased by 148.82% year-on-year, primarily due to increased promotion expenses influenced by the 'two-invoice system' policy[77] - Net cash flow from operating activities decreased by 49.17% year-on-year, mainly due to increased raw material reserves and promotion expenses[83] V. Analysis of Investment Status During the reporting period, the company made an equity investment of 22 million yuan to acquire 45% of Beijing Huada Protein Research Center Co., Ltd., and cumulatively invested 352 million yuan in raised funds for production base and industrialization projects, which are progressing steadily - During the reporting period, the company successfully bid for 45% equity in Beijing Huada Protein Research Center Co., Ltd. using 22 million yuan of its own funds[93][95] Progress of Committed Investment Projects with Raised Funds | Project Name | Committed Investment (10,000 yuan) | Cumulative Investment as of Period End (10,000 yuan) | Investment Progress | | :--- | :--- | :--- | :--- | | New Pharmaceutical Production Base Project | 68,085.41 | 24,253.08 | 35.62% | | New Cardiovascular and Immune Regulation Product Industrialization Project | 28,352.17 | 5,859.11 | 20.67% | | Marketing Network Construction Project | 5,656.89 | 1,579.07 | 27.91% | | HM Class Polypeptide Product Project | 6,000.00 | 3,524.39 | 58.74% | IX. Outlook on Company's Future Development The company anticipates continued challenges and opportunities in the pharmaceutical industry due to environmental restrictions and policy changes, planning to expand its industrial scale and enhance core competitiveness through R&D, collaborations, and M&A, focusing on cardiovascular, immuno-oncology, and nervous system drugs - The company's development strategy will focus on its existing five major products, increase market development for other approved products, introduce new varieties through independent R&D, cooperation, and acquisitions, and pursue a diversified strategy for external expansion[116] - 2018 Operating Plan Highlights: - Production: Advance construction of fundraising projects to ensure capacity for sustainable growth - Marketing: Continue the 'resident investment promotion + academic promotion' model, strengthen market penetration, and expand into tertiary markets - R&D: Increase investment, optimize core product processes, and promote new product R&D - Talent: Improve talent management systems, build talent pipeline, and timely implement equity incentives - M&A: Actively seek acquisitions and mergers of peer or upstream/downstream enterprises to expand company scale[119][120][121][123][124] Section V: Significant Matters I. Profit Distribution of Ordinary Shares and Capital Reserve to Share Capital Conversion During the reporting period, the company executed the 2016 profit distribution plan of 2.5 yuan cash per 10 shares and proposed a 2017 plan of 2.4 yuan cash per 10 shares plus 10 bonus shares from capital reserve, while strictly fulfilling all IPO commitments Dividend Distribution Plans for the Past Three Years | Year | Cash Dividend Plan | Capital Reserve to Share Capital Conversion Plan | | :--- | :--- | :--- | | 2017 Proposal | 2.4 yuan (incl. tax) per 10 shares | 10 shares per 10 shares | | 2016 | 2.5 yuan (incl. tax) per 10 shares | - | | 2015 | 3.6 yuan (incl. tax) per 10 shares | 10 shares per 10 shares | - The company's actual controller, shareholders, and the company itself fulfilled all commitments made during the initial public offering, including share lock-up, dividend distribution, and share price stabilization, within the reporting period[137][139][141][143][145] XV. Significant Related Party Transactions During the reporting period, the company had no significant related party transactions related to daily operations or asset/equity acquisitions, but engaged in large-scale entrusted wealth management totaling 8.047 billion yuan, all in bank wealth management products with no outstanding balance at period-end - The company had no significant related party transactions related to daily operations, or asset/equity acquisitions or disposals during the reporting period[161][162] Overview of Entrusted Wealth Management During the Reporting Period | Specific Type | Fund Source | Entrusted Wealth Management Amount (10,000 yuan) | Unmatured Balance (10,000 yuan) | | :--- | :--- | :--- | :--- | | Bank Wealth Management Products | Raised and Own Funds | 804,700 | 0 | XVII. Social Responsibility The company actively fulfilled its social responsibilities during the reporting period through various public welfare activities, including student aid, drug donations to children's hospitals, and a 1 million yuan donation to Jilin University, and is not classified as a key polluting unit - The company actively participates in public welfare initiatives, including student aid, drug donations, and university contributions[177][178][179] - Neither the company nor its subsidiaries are classified as key polluting units by environmental protection authorities[181] Section VI: Share Changes and Shareholder Information I. Share Changes During the reporting period, the company's total share capital remained unchanged at 240 million shares, with restricted shares accounting for 64.80% and unrestricted shares for 35.20% Share Structure | Share Type | Quantity (shares) | Proportion | | :--- | :--- | :--- | | Restricted Shares | 155,520,000 | 64.80% | | Unrestricted Shares | 84,480,000 | 35.20% | | Total Share Capital | 240,000,000 | 100.00% | III. Shareholders and Actual Controller Information As of the reporting period, the company had 20,129 shareholders, with Mr. Ma Biao as the controlling shareholder and actual controller, holding 49.68% of shares, and his mother Liu Shuqin and sister Ma Li also being major shareholders and acting in concert - As of the reporting period, the total number of ordinary shareholders was 20,129[187] - The company's controlling shareholder and actual controller is Ma Biao, holding 49.68% of shares; he is related to shareholder Ma Li (holding 11.88%) as siblings and to shareholder Liu Shuqin (holding 3.24%) as mother and son[187][190][192][193] Section VIII: Directors, Supervisors, Senior Management, and Employees Overview of Directors, Supervisors, Senior Management, and Employees This section details the shareholdings, resumes, and remuneration of the company's directors, supervisors, and senior management, along with employee composition, noting 494 employees with technical personnel being the largest group, and outlining performance-linked compensation and training - Chairman and General Manager Ma Biao held 119,232,000 shares at period-end, Director and Deputy General Manager Ma Li held 28,512,000 shares, while other directors, supervisors, and senior management did not directly hold company shares[199][201] 2017 Remuneration of Selected Senior Executives | Name | Position | Total Pre-tax Remuneration from Company (10,000 yuan) | | :--- | :--- | :--- | | Ma Biao | Chairman and General Manager | 81.45 | | Ma Li | Deputy General Manager and CFO | 61.45 | | Wang Xuefeng | Deputy General Manager and Board Secretary | 61.45 | | Jiang Guirong | Chief Engineer (Resigned) | 62.40 | Employee Professional Composition | Professional Category | Number of People | | :--- | :--- | | Production Personnel | 181 | | Sales Personnel | 68 | | Technical Personnel | 166 | | Financial Personnel | 22 | | Administrative Personnel | 57 | | Total | 494 | Section IX: Corporate Governance Corporate Governance and Internal Control During the reporting period, the company operated in strict compliance with regulations, maintaining independence from the controlling shareholder in all aspects, with diligent special committees, and received an unqualified opinion from auditors on the effectiveness of its financial reporting internal controls as of December 31, 2017 - The company's actual corporate governance status complies with the normative documents on corporate governance issued by the China Securities Regulatory Commission, with no significant discrepancies[226][229] - The company maintains independence from the controlling shareholder in business, personnel, assets, organization, and finance, possessing complete independent operating capabilities[230][231] - The accounting firm issued a standard unqualified attestation report on the company's 2017 internal control, stating that the company effectively maintained internal controls related to financial statements in all material respects as of December 31, 2017[246][247] Section XI: Financial Report I. Audit Report Grant Thornton (Special General Partnership) issued a standard unqualified audit opinion on the company's 2017 financial statements, affirming fair presentation of financial position and operating results, with key audit matters being 'provision for impairment of accounts receivable' and 'capitalization of R&D expenses' - The auditing firm issued a standard unqualified audit opinion[251][252] - Key Audit Matters: - Provision for impairment of accounts receivable: Due to the significant balance of accounts receivable and the complex management judgment involved in assessing impairment provisions - Capitalization of R&D expenses: Due to the significant amount of R&D expenses and the substantial management judgment involved in assessing whether they meet capitalization criteria[255][258] VII. Notes to Consolidated Financial Statements Financial statement notes detail account composition and changes: cash increased to 1.475 billion yuan, accounts receivable surged to 80.06 million yuan, construction in progress rose to 251 million yuan for production base and industrialization projects, and sales expenses jumped to 221 million yuan, mainly for promotion and conference fees - Cash and bank balances at period-end were 1.475 billion yuan, a significant increase from 1.039 billion yuan at the beginning of the period[445] - Accounts receivable at period-end had a book value of 80.06 million yuan, a significant increase from 13.33 million yuan at the beginning of the period[452] - Construction in progress at period-end was 251 million yuan, an increase of 120 million yuan from 131 million yuan at the beginning of the period, primarily invested in the production base and cardiovascular and immune regulation product industrialization projects[486][488] - Sales expenses increased from 88.83 million yuan in the prior period to 221 million yuan in the current period, with promotional and conference fees rising from 72.31 million yuan to 199 million yuan[536] Section XII: Documents Available for Inspection Documents Available for Inspection This section lists documents available for inspection, including the original annual report signed by the legal representative, original signed and sealed financial statements and audit report, and original copies of all publicly disclosed documents and announcements during the reporting period - Documents available for inspection include the original signed annual report, financial statements, audit report, and all previously disclosed announcements[626][627]