Section 1 Important Notes, Table of Contents, and Definitions This section provides essential preliminary information, including management's assurance, the report's structure, and definitions of key terms for clarity Important Notes The board and management assure the report's accuracy, with forward-looking statements not being commitments, and a cash dividend of 0.30 yuan per 10 shares proposed - The company's board of directors, supervisory board, and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report, with no false records, misleading statements, or major omissions4 - Company head An Ji, chief accounting officer Xiao Yaya, and head of accounting department Liao Juan declare the financial report in this semi-annual report is true, accurate, and complete4 2025 Semi-Annual Profit Distribution Plan | Indicator | Content | | :--- | :--- | | Distribution Base | Total share capital of 1,896,406,328 shares, after deducting 47,445,540 repurchased shares from the company's total share capital of 1,943,851,868 shares | | Distribution Plan | Cash dividend of 0.30 yuan (including tax) per 10 shares to all shareholders | | Bonus Shares | 0 shares (including tax) | | Capital Reserve to Share Capital Conversion | No capital reserve to share capital conversion | Table of Contents The report's clear structure covers key sections like company profile, financial indicators, management discussion, and lists reference documents - The report's main chapters include: Section 1 Important Notes, Table of Contents, and Definitions; Section 2 Company Profile and Key Financial Indicators; Section 3 Management Discussion and Analysis; Section 9 Other Submitted Data7 - Reference documents include: Financial statements signed and sealed by the legal representative, chief accounting officer, and head of accounting department; Originals of all company documents publicly disclosed during the reporting period and announcements; The company's 2025 semi-annual report signed by the chairman; Other relevant materials9101112 Definitions This section defines key terms, including legal, regulatory, company, and pharmaceutical industry-specific terminology for clarity - The report defines laws and regulations such as the Company Law, Securities Law, China Securities Regulatory Commission, and Shenzhen Stock Exchange14 - Detailed names of the company and its controlling/wholly-owned subsidiaries are listed, such as Guizhou Kekai Pharmaceutical Co., Ltd., Guizhou Xinbang Pharmaceutical Co., Ltd., and Guizhou Medical University Affiliated Cancer Hospital Co., Ltd1415 - Pharmaceutical industry professional terms are explained, including Good Clinical Practice (GCP), Direct-to-Patient (DTP), Big Data-based Disease Diagnosis Payment (DIP), Diagnosis-Related Groups (DRG), etc15 Section 2 Company Profile and Key Financial Indicators This section outlines the company's fundamental information and presents key accounting data and financial indicators, highlighting performance trends and asset-liability status Company Profile This section provides the company's basic information, such as stock details, name, and legal representative, confirming no changes in contact details Company Basic Information | Indicator | Content | | :--- | :--- | | Stock Abbreviation | Xinbang Pharmaceutical | | Stock Code | 002390 | | Stock Listing Exchange | Shenzhen Stock Exchange | | Company Chinese Name | Guizhou Xinbang Pharmaceutical Co., Ltd | | Legal Representative | An Ji | - The company's registered address, office address, website, and email address remained unchanged during the reporting period, as detailed in the 2024 annual report18 Key Accounting Data and Financial Indicators Operating revenue and net profit declined, impacting EPS and ROE, while total assets slightly decreased, net assets grew, and operating cash flow significantly increased 2025 Semi-Annual Key Financial Data Comparison | Indicator | Current Reporting Period (yuan) | Prior Year Period (yuan) | YoY Change | | :--- | :--- | :--- | :--- | | Operating Revenue | 2,845,025,271.68 | 3,046,569,827.96 | -6.62% | | Net Profit Attributable to Listed Company Shareholders | 107,196,832.89 | 114,879,289.31 | -6.69% | | Net Profit Attributable to Listed Company Shareholders (Excluding Non-Recurring Gains/Losses) | 106,629,463.12 | 114,851,463.77 | -7.16% | | Net Cash Flow from Operating Activities | 227,425,647.80 | 181,185,712.37 | 25.52% | | Basic Earnings Per Share (yuan/share) | 0.0565 | 0.0602 | -6.15% | | Diluted Earnings Per Share (yuan/share) | 0.0565 | 0.0602 | -6.15% | | Weighted Average Return on Net Assets | 1.59% | 1.67% | Decreased by 0.08 percentage points | 2025 Semi-Annual End Asset and Liability Indicators Comparison | Indicator | End of Current Reporting Period (yuan) | End of Prior Year (yuan) | Change from End of Prior Year | | :--- | :--- | :--- | :--- | | Total Assets | 8,786,737,328.44 | 9,028,336,478.89 | -2.68% | | Net Assets Attributable to Listed Company Shareholders | 6,760,732,531.15 | 6,710,056,421.59 | 0.76% | Differences in Accounting Data under Domestic and International Accounting Standards The company reports no differences in net profit or net assets between domestic and international accounting standards during the period - The company's reporting period shows no differences in net profit and net assets between financial reports disclosed under International Accounting Standards and Chinese Accounting Standards22 - The company's reporting period shows no differences in net profit and net assets between financial reports disclosed under overseas accounting standards and Chinese Accounting Standards23 Non-Recurring Gains and Losses Items and Amounts This section details non-recurring gains and losses, confirming no other such items and no reclassification of listed non-recurring items as recurring 2025 Semi-Annual Non-Recurring Gains and Losses Items and Amounts | Item | Amount (yuan) | | :--- | :--- | | Non-current asset disposal gains and losses | 95,696.33 | | Government grants recognized in current profit or loss | 227,425,647.80 | | Gains and losses from entrusted investments or asset management | 304,964.14 | | Other non-operating income and expenses apart from the above | -1,513,389.14 | | Less: Income tax impact | -36,044.03 | | Minority interest impact (after tax) | 15,504.25 | | Total | 567,369.77 | - The company has no other specific situations that meet the definition of non-recurring gains and losses24 - The company has not reclassified any non-recurring gains and losses items listed in "Interpretive Announcement No. 1 for Information Disclosure by Companies Issuing Securities to the Public—Non-Recurring Gains and Losses" as recurring gains and losses24 Section 3 Management Discussion and Analysis This section details the company's main businesses, core competencies, and operational performance, along with an analysis of assets, liabilities, investments, and significant risks Main Businesses Engaged by the Company During the Reporting Period The company maintained its "healthcare service+" model, driven by an aging population, improved medical insurance, and strategic optimizations in medical services, distribution, and manufacturing - The company has formed a main business structure centered on medical services, supplemented by pharmaceutical distribution and traditional Chinese medicine manufacturing, establishing a "healthcare service+" platform operating model26 - In medical services, the company owns 6 medical institutions, including a tumor hospital, Baiyun Hospital, and Wudang Hospital, with over 4,500 beds, forming a medical service network primarily focused on oncology and general hospital systems29 - In pharmaceutical distribution, the company is a leading enterprise in Guizhou Province, holding provincial exclusive agency rights for numerous well-known domestic and international upstream suppliers, and has established a sales network covering major hospitals within the province31 - In pharmaceutical manufacturing, the company possesses 11 national essential drug catalog varieties and 23 national medical insurance catalog varieties, with a traditional Chinese medicine decoction piece processing capacity of 6,000 tons/year, and has developed 13 food-medicine homologous products and 5 traditional Chinese medicine health products3132 - Performance drivers include the continuous growth of the healthcare market due to an aging population, rising resident incomes, and improved medical insurance system, as well as national policies promoting private medical institutions and increasing concentration in the pharmaceutical distribution industry34 - Company-specific factors include "homogenized development, integrated management" in medical services to enhance operational quality, consolidation of geographical advantages and value-added supply chain services in pharmaceutical distribution, new growth points from centralized procurement of traditional Chinese medicine decoction pieces in pharmaceutical manufacturing, and accelerated development of health products3435 Analysis of Core Competencies The company's core competencies stem from its integrated healthcare platform, flexible corporate mechanisms, and strong business advantages in medical services, pharmaceutical distribution, and manufacturing - The company has become a full-产业链 healthcare group integrating medical services, pharmaceutical distribution, and traditional Chinese medicine manufacturing, forming a "healthcare service+" platform operating model with advantages in resource sharing, strong risk resistance, high management efficiency, and low financing costs36 - The flexible mechanism of a joint-stock enterprise provides competitive advantages in business expansion, decision-making efficiency, talent incentives, and cost control, facilitating the development of high-end diversified medical demands and synergistic business operations37 - Medical service advantages include: owning 6 medical institutions with over 4,500 beds, with the tumor hospital being Guizhou Province's only Grade A tertiary oncology specialist hospital; adhering to synergistic development of medical care, teaching, and research, possessing a GCP institution, oncology research laboratory, and molecular pathology center; implementing an "integrated management, homogenized development" model; prioritizing medical quality and patient-centricity; building regional flagship hospitals and integrated traditional Chinese and Western medicine flagship hospitals; and leveraging informatization and new technologies to foster new business formats383940414243 - Pharmaceutical distribution advantages include: consolidating its leading position in the province, with over 95% coverage of hospitals above a certain grade; leveraging terminal advantages to highlight supply chain value; and refining and dynamizing management to enhance operational quality4344 - Pharmaceutical manufacturing advantages include: mature proprietary Chinese medicine products with generally stable sales; reliable quality of traditional Chinese medicine decoction pieces, which have been selected for national centralized procurement; and clear origin, stable quality, and safety of health products4445 Analysis of Main Business Overall revenue and net profit declined, with medical services slightly down, pharmaceutical distribution significantly down due to policy, and pharmaceutical manufacturing growing from decoction pieces and health products 2025 Semi-Annual Main Business Revenue and YoY Change | Business Segment | Operating Revenue (10,000 yuan) | YoY Change | | :--- | :--- | :--- | | Medical Services | 79,095.33 | -1.89% | | Pharmaceutical Distribution | 213,732.34 | -12.10% | | Pharmaceutical Manufacturing | 49,139.25 | 7.38% | | Total Operating Revenue | 284,502.53 | -6.62% | | Net Profit Attributable to Listed Company Shareholders | 10,719.68 | -6.69% | | Basic Earnings Per Share | 0.0565 yuan/share | -6.15% | - Medical service business improved service quality and discipline construction by strengthening informatization, optimizing nursing services, innovating doctor-patient relationship management, and deepening cooperation with Jiangsu Provincial Hospital of Traditional Chinese Medicine47 - Pharmaceutical distribution business actively responded to the impact of centralized procurement policies, strengthening collection management, supplier cooperation, inventory management, and promoting professional pharmacy services in pharmaceutical retail48 - In pharmaceutical manufacturing, proprietary Chinese medicine sales were stable, non-centralized procurement of traditional Chinese medicine decoction pieces increased, centralized procurement business achieved sales in Shandong, Hunan, Fujian, and other provinces, and health product business accelerated R&D and marketing system construction48 2025 Semi-Annual Operating Revenue Composition (by Region) | Region | Operating Revenue (yuan) | Proportion of Operating Revenue | | :--- | :--- | :--- | | Southwest | 2,959,635,721.84 | 86.52% | | East China | 396,076,195.97 | 11.58% | | North China | 33,718,551.48 | 0.99% | | Central China | 17,692,089.56 | 0.52% | | Northeast | 5,619,208.81 | 0.16% | | South China | 5,097,001.36 | 0.15% | | Northwest | 2,798,750.71 | 0.08% | Analysis of Non-Core Business Non-core business activities included investment income from dividends and asset impairment primarily from bad debt provisions 2025 Semi-Annual Non-Core Business Profit and Loss | Item | Amount (yuan) | Explanation of Cause | Sustainability | | :--- | :--- | :--- | :--- | | Investment Income | 304,964.14 | Dividends from professional investment institutions | No | | Asset Impairment | -6,287,040.22 | Provision for bad debts | Yes | | Non-Operating Income | 368,044.83 | Donations received, write-off of unpayable amounts | No | | Non-Operating Expenses | 2,095,788.70 | Loss from disposal of non-current assets, donation expenses, etc | No | Analysis of Assets and Liabilities Total and current assets decreased, non-current assets were stable, short-term debt and notes payable fell, long-term debt rose, and receivables financing increased 2025 Semi-Annual End Asset Composition Change | Item | End of Current Reporting Period (yuan) | Proportion of Total Assets | End of Prior Year (yuan) | Proportion of Total Assets | Change Rate | | :--- | :--- | :--- | :--- | :--- | :--- | | Total Assets | 8,786,737,328.44 | 100% | 9,028,336,478.89 | 100% | -2.68% | | Cash and Cash Equivalents | 998,531,222.17 | 11.36% | 1,015,515,313.40 | 11.25% | -1.67% | | Accounts Receivable | 2,481,121,499.98 | 28.24% | 2,534,340,405.01 | 28.07% | -2.10% | | Inventories | 957,708,052.36 | 10.90% | 1,060,430,088.41 | 11.75% | -9.69% | | Fixed Assets | 2,178,278,054.09 | 24.79% | 2,259,606,380.29 | 25.03% | -3.60% | | Construction in Progress | 176,615,457.23 | 2.01% | 145,022,006.06 | 1.61% | 21.79% | 2025 Semi-Annual End Liability Composition Change | Item | Period-End Balance (yuan) | Proportion of Total Liabilities | Period-Beginning Balance (yuan) | Proportion of Total Liabilities | Change Rate | | :--- | :--- | :--- | :--- | :--- | :--- | | Short-Term Borrowings | 455,162,591.41 | 5.18% | 592,340,496.38 | 6.56% | -23.15% | | Contract Liabilities | 42,854,462.86 | 0.49% | 25,936,373.62 | 0.29% | 65.20% | | Long-Term Borrowings | 245,700,000.00 | 2.80% | 160,000,000.00 | 1.77% | 53.56% | - Other changes in "Receivables Financing" represent the net increase or decrease in bank acceptance bills and accounts receivable (for which the business model aims to both collect contractual cash flows and sell) from banks with high credit ratings55 Analysis of Investment Status No significant equity, securities, or derivative investments occurred, with a major hospital construction project 95% complete and no raised funds utilized - The company had no securities investments or derivative investments during the reporting period5859 2025 Semi-Annual Major Non-Equity Investment | Project Name | Investment Industry | Investment Method | Amount Invested in Current Period (yuan) | Cumulative Actual Investment at Period-End (yuan) | Project Progress | | :--- | :--- | :--- | :--- | :--- | :--- | | Guizhou Medical University Affiliated Baiyun Hospital Phase III Construction Project (Internal Medicine Inpatient Comprehensive Building) | Medical Services | Self-built | 43,125,331.01 | 173,821,691.16 | 95.00% | - The company had no use of raised funds during the reporting period60 Significant Asset and Equity Sales The company did not engage in any significant asset or equity sales during the reporting period - The company did not sell significant assets during the reporting period62 - The company did not sell significant equity during the reporting period63 Analysis of Major Holding and Participating Companies This section analyzes major subsidiaries, highlighting Guizhou Tongde, Guizhou Kekai, and Guizhou Medical University Affiliated Cancer Hospital's significant impact on net profit 2025 Semi-Annual Major Holding and Participating Companies Financial Data | Company Name | Main Business | Total Assets (yuan) | Net Assets (yuan) | Operating Revenue (yuan) | Net Profit (yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | | Guizhou Tongde Pharmaceutical Co., Ltd | Processing and sales of traditional Chinese medicine decoction pieces | 933,533,624.89 | 375,597,447.68 | 341,364,596.39 | 100,164,744.27 | | Guizhou Kekai Pharmaceutical Co., Ltd | Pharmaceutical sales | 3,675,426,643.49 | 2,596,039,309.66 | 1,063,034,373.45 | 45,382,518.52 | | Guizhou Medical University Affiliated Cancer Hospital Co., Ltd | Medical services | 1,010,784,506.12 | 375,769,843.76 | 381,486,521.05 | 24,696,432.26 | - During the reporting period, Guizhou Daohe Real Estate Co., Ltd. was established, increasing the scope of consolidation61 Structured Entities Controlled by the Company The company did not control any structured entities during the reporting period - The company had no controlled structured entities during the reporting period64 Risks Faced by the Company and Countermeasures The company faces diverse risks from policy, competition, costs, human resources, and operations, and will proactively adjust strategies for sustainable development - Industry risk: Deepening national medical reform, centralized volume-based procurement, DRG/DIP payment method reforms, and other policies lead to drug price reductions, threatening a decline in industry average profit margins64 - Market competition risk: Release of health demand and increased market participation intensify competition65 - Cost increase risk: Rising raw material prices, human resource costs, and fixed asset depreciation expenses may impact profitability65 - Human resource risk: Increased business demands a greater need for various talents, posing risks of recruitment difficulties and existing personnel turnover65 - Management risk: Expanding company scale and business scope present higher challenges for management integration capabilities65 - Medical accident risk: Medical errors and accidents cannot be entirely avoided in clinical medical processes66 - Accounts receivable risk: Expanding business scale leads to increased accounts receivable, and potential bad debts if major customers' financial conditions deteriorate66 - Financial risk: Production and operations require substantial working capital investment, potentially exposing the company to credit risk, market risk, and liquidity risk66 - Environmental risk: Increasing environmental protection investments may affect future profitability66 - Countermeasures: The company will actively monitor and promptly adjust strategies as appropriate, implementing measures to strive for the timely and successful completion of operational goals and plans, ensuring high-quality sustainable development67 Implementation of Market Value Management System and Valuation Enhancement Plan The company neither established a market value management system nor disclosed a valuation enhancement plan during the reporting period - The company did not establish a market value management system during the reporting period68 - The company did not disclose a valuation enhancement plan during the reporting period68 Implementation of "Quality and Return Dual Improvement" Action Plan The company did not disclose an announcement for the "Quality and Return Dual Improvement" action plan during the reporting period - The company did not disclose an announcement regarding the "Quality and Return Dual Improvement" action plan during the reporting period69 Section 4 Corporate Governance, Environment, and Society This section covers corporate governance aspects, including changes in management, profit distribution, and disclosures related to environmental performance and social responsibility initiatives Changes in Directors, Supervisors, and Senior Management No changes occurred in the company's directors, supervisors, or senior management during the reporting period - The company's directors, supervisors, and senior management experienced no changes during the reporting period, with details available in the 2024 annual report71 Profit Distribution and Capital Reserve to Share Capital Conversion for the Reporting Period The 2025 semi-annual profit distribution plan proposes a 0.30 yuan (tax-inclusive) cash dividend per 10 shares, with no bonus shares or capital reserve conversion 2025 Semi-Annual Profit Distribution Plan | Indicator | Content | | :--- | :--- | | Number of Bonus Shares per 10 Shares | 0 shares | | Dividend per 10 Shares (including tax) | 0.30 yuan | | Share Capital Base for Distribution Plan | 1,896,406,328 shares | | Cash Dividend Amount (including tax) | 56,892,189.84 yuan | | Proportion of Total Cash Dividend to Total Profit Distribution | 100% | - If the company's development stage is difficult to distinguish but has significant capital expenditure arrangements, the minimum proportion of cash dividends in the total profit distribution should reach 20%70 Implementation of Company Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures The company had no equity incentive, employee stock ownership, or other employee incentive plans or their implementation during the reporting period - The company had no equity incentive plans, employee stock ownership plans, or other employee incentive measures, nor their implementation, during the reporting period72 Environmental Information Disclosure The company and its main subsidiaries are on the environmental information disclosure list, with a report query index provided - The listed company and its main subsidiaries are included in the list of enterprises required to disclose environmental information by law73 - The query index for Guizhou Xinbang Pharmaceutical Co., Ltd.'s environmental information disclosure report has been provided70 Social Responsibility In H1 2025, the company actively fulfilled social responsibilities through industrial and medical assistance, social welfare, and environmental protection, driving local economy and supporting healthcare - The company continued to deepen industrial support for economically disadvantaged regions, with its proprietary Chinese medicine and traditional Chinese medicine decoction piece production bases becoming local economic pillars, driving the upgrading of the local traditional Chinese medicine industry and increasing farmers' incomes74 - In medical assistance, the company's hospitals conducted 277 large and medium-sized free clinics and health lectures, providing free medical services to over 10,000 people, and invested 1.1566 million yuan to provide palliative care services to over 350 late-stage cancer patients74 - In social welfare, the company donated 800,000 yuan to the Guizhou Medical University Education Development Foundation and the "Xiehe Class" special fund to support medical talent cultivation, and carried out activities such as visiting left-behind children, providing college entrance examination volunteer services, employment recommendations, and purchasing agricultural products75 - In environmental protection, the company strictly implemented national environmental policies and regulations, strengthening energy conservation and emission reduction, "three wastes" treatment, energy efficiency optimization, and noise control technology upgrades, with no major environmental or social safety accidents occurring in the first half of the year75 Section 5 Significant Matters This section addresses critical corporate events, including commitments, related party transactions, significant contracts, litigation, and other material disclosures Commitments No commitments by the company, its controller, shareholders, or related parties were overdue or unfulfilled during the reporting period - During the reporting period, there were no commitments by the company's actual controller, shareholders, related parties, acquirers, or the company that were either fulfilled or overdue and unfulfilled by the end of the reporting period78 Non-Operating Fund Occupation by Controlling Shareholder and Other Related Parties No non-operating funds were occupied by the controlling shareholder or related parties during the reporting period - During the reporting period, there was no non-operating occupation of funds by the controlling shareholder or other related parties of the listed company79 Irregular External Guarantees The company had no irregular external guarantees during the reporting period - The company had no irregular external guarantees during the reporting period80 Appointment and Dismissal of Accounting Firms The semi-annual financial report was unaudited, so no appointment or dismissal of accounting firms occurred - The company's semi-annual report was unaudited81 Board of Directors' and Supervisory Board's Explanation on "Non-Standard Audit Report" No "non-standard audit report" was issued, so no explanation from the board or supervisory board is required - During the reporting period, the company did not receive a "non-standard audit report" from its accounting firm82 Board of Directors' Explanation on "Non-Standard Audit Report" from Previous Year No "non-standard audit report" from the previous year existed, so no board explanation is required - During the reporting period, there were no circumstances related to a "non-standard audit report" from the previous year82 Bankruptcy and Reorganization Matters The company had no bankruptcy or reorganization matters during the reporting period - The company did not experience any bankruptcy or reorganization matters during the reporting period82 Litigation Matters No significant litigation or arbitration occurred; minor cases involved 152.517 million yuan as plaintiff and 10.3868 million yuan as defendant - The company had no significant litigation or arbitration matters during this reporting period83 2025 Semi-Annual Other Litigation Matters Summary | Litigation (Arbitration) Basic Situation | Amount Involved (10,000 yuan) | Provision for Liabilities Formed | Litigation (Arbitration) Progress | Adjudication Results and Impact | | :--- | :--- | :--- | :--- | :--- | | Summary of cases not meeting significant litigation/arbitration threshold (Plaintiff) | 15,251.7 | No | Adjudication stage | Adjudicated amount of 13,058.65 million yuan | | Summary of cases not meeting significant litigation/arbitration threshold (Defendant) | 1,038.68 | No | Adjudication stage | Still under review, no significant impact | Penalties and Rectification The company had no penalties or rectification situations during the reporting period - The company had no penalties or rectification situations during the reporting period85 Integrity Status of the Company, its Controlling Shareholder, and Actual Controller No integrity issues were reported for the company, its controlling shareholder, or actual controller during the period - During the reporting period, there were no issues regarding the integrity status of the company, its controlling shareholder, or actual controller86 Significant Related Party Transactions No significant related party transactions occurred, including those related to operations, asset/equity deals, joint investments, or financial services with related financial companies - The company had no related party transactions related to daily operations during the reporting period86 - The company had no related party transactions involving asset or equity acquisitions/disposals during the reporting period87 - The company had no related party transactions involving joint external investments during the reporting period88 - The company had no related party creditor-debtor relationships during the reporting period89 - The company had no deposits, loans, credit lines, or other financial services with related financial companies during the reporting period90 - The company's controlled financial companies had no deposits, loans, credit lines, or other financial services with related parties during the reporting period91 - The company had no other significant related party transactions during the reporting period92 Significant Contracts and Their Performance No trusteeship, contracting, leasing, or other major contracts occurred, but significant joint liability guarantees to subsidiaries totaled 870 million yuan, or 12.87% of net assets - The company had no trusteeship, contracting, or leasing situations during the reporting period939495 2025 Semi-Annual Company's Significant Guarantees to Subsidiaries | Name of Guaranteed Party | Guarantee Limit (10,000 yuan) | Actual Guarantee Amount (10,000 yuan) | Guarantee Type | Fulfilled | | :--- | :--- | :--- | :--- | :--- | | Tumor Hospital | 10,000 | 10,000 | Joint and several liability guarantee | Yes | | Kekai Pharmaceutical | 20,000 | 20,000 | Joint and several liability guarantee | No | | Dadong Pharmaceutical | 5,000 | 5,000 | Joint and several liability guarantee | Yes | | Xinbang Pharmaceutical | 5,000 | 5,000 | Joint and several liability guarantee | Yes | | Tumor Hospital | 10,000 | 10,000 | Joint and several liability guarantee | No | | Tongde Pharmaceutical | 8,000 | 8,000 | Joint and several liability guarantee | No | | Tongde Pharmaceutical | 20,000 | 20,000 | Joint and several liability guarantee | No | | Kekai Pharmaceutical | 3,000 | 3,000 | Joint and several liability guarantee | Yes | | Tongde Pharmaceutical | 4,000 | 4,000 | Joint and several liability guarantee | No | | Tumor Hospital | 5,000 | 5,000 | Joint and several liability guarantee | No | | Dadong Pharmaceutical | 5,000 | 5,000 | Joint and several liability guarantee | No | | Xinbang Pharmaceutical | 5,000 | 5,000 | Joint and several liability guarantee | No | | Tongde Pharmaceutical | 10,000 | 10,000 | Joint and several liability guarantee | No | 2025 Semi-Annual Company's Total Guarantees | Indicator | Amount (10,000 yuan) | | :--- | :--- | | Total Approved Guarantee Limit During Reporting Period | 170,000 | | Total Actual Guarantees Issued During Reporting Period | 29,000 | | Total Approved Guarantee Limit at End of Reporting Period | 170,000 | | Total Actual Guarantee Balance at End of Reporting Period | 87,000 | | Proportion of Total Actual Guarantees to Company's Net Assets | 12.87% | | Balance of Guarantees Provided for Shareholders, Actual Controllers, and Related Parties | 0 | | Balance of Debt Guarantees Provided Directly or Indirectly for Guaranteed Parties with Debt-to-Asset Ratio Exceeding 70% | 0 | | Amount of Guarantees Exceeding 50% of Net Assets | 0 | | Total of the Above Three Guarantee Amounts | 0 | - The company had no entrusted wealth management or other significant contracts during the reporting period101102 Explanation of Other Significant Matters No other significant matters required explanation during the reporting period - The company had no other significant matters requiring explanation during the reporting period103 Significant Matters of Company Subsidiaries On March 3, 2025, subsidiary Kekai Pharmaceutical received notice of a unit bribery case from the Kaiyang County People's Court - On March 3, 2025, the company's controlled subsidiary, Kekai Pharmaceutical, received notification from the Kaiyang County People's Court of Guizhou Province regarding the acceptance of a case concerning unit bribery105 Section 6 Share Changes and Shareholder Information This section details changes in the company's share capital, restricted shares, and provides an overview of shareholder structure and major holdings Share Change Status Restricted shares decreased by 75,513,158, with an equal increase in unrestricted shares, maintaining total share capital due to executive lock-up release 2025 Semi-Annual Share Change Status | Share Category | Number Before This Change (shares) | Increase/Decrease in This Change (shares) | Number After This Change (shares) | | :--- | :--- | :--- | :--- | | I. Restricted Shares | 91,546,792 | -75,513,158 | 16,033,634 | | II. Unrestricted Shares | 1,852,305,076 | 75,513,158 | 1,927,818,234 | | III. Total Shares | 1,943,851,868 | 0 | 1,943,851,868 | - The share change was primarily due to the lifting of restrictions on executive lock-up shares110 Restricted Share Change Status An Huailue's 73,543,933 executive lock-up shares were released, reducing total restricted shares to 16,033,634, with other executive holdings unchanged 2025 Semi-Annual Restricted Share Change Status | Shareholder Name | Restricted Shares at Period-Beginning | Shares Released from Restriction in Current Period | Restricted Shares at Period-End | Reason for Restriction | | :--- | :--- | :--- | :--- | :--- | | An Ji | 15,088,796 | 0 | 15,088,796 | Executive lock-up shares | | An Huailue | 73,543,933 | 73,543,933 | 0 | Executive (departed) lock-up shares | | Kong Lingzhong | 567,525 | 0 | 567,525 | Executive lock-up shares | | Ding Yi | 112,038 | 0 | 112,038 | Executive lock-up shares | | Chen Jianping | 71,400 | 0 | 71,400 | Executive lock-up shares | | Huang Yongjia | 11,325 | 0 | 11,325 | Executive lock-up shares | | Zhang Jieqing | 106,425 | 0 | 106,425 | Executive lock-up shares | | Chen Chuan | 5,400 | 0 | 5,400 | Executive lock-up shares | | Lu Yafang | 6,600 | 0 | 6,600 | Executive lock-up shares | | Xiao Yaya | 64,125 | 0 | 64,125 | Executive lock-up shares | | Yang Pei | 452,125 | 0 | 452,125 | Executive (departed) lock-up shares | | Gao Wenlin | 1,517,100 | 0 | 1,517,100 | Executive (departed) lock-up shares | | Total | 91,546,792 | 73,543,933 | 16,033,634 | | Securities Issuance and Listing Status The company had no securities issuance or listing activities during the reporting period - The company had no securities issuance or listing activities during the reporting period112 Company Shareholder Count and Shareholding Status The company had 66,696 common shareholders, with Guizhou Jinyu and Harbin Yuxi as top holders, some shares pledged/frozen, and 2.44% held in the repurchase account - At the end of the reporting period, the total number of common shareholders was 66,696111 2025 Semi-Annual End Top 10 Shareholders' Shareholding Status | Shareholder Name | Shareholder Nature | Shareholding Ratio | Shares Held at Period-End | Restricted Shares Held | Unrestricted Shares Held | Share Status | Pledged, Frozen Shares | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Guizhou Jinyu Industrial Investment Partnership (Limited Partnership) | Domestic Non-State-Owned Legal Person | 18.52% | 360,000,000 | 0 | 360,000,000 | Pledged | 33,000,000 | | Harbin Yuxi Venture Capital Co., Ltd | Domestic Non-State-Owned Legal Person | 18.46% | 358,764,349 | 0 | 358,764,349 | Pledged/Frozen | 358,764,349 | | An Huailue | Domestic Natural Person | 5.04% | 98,058,578 | 0 | 98,058,578 | Frozen | 9,000,000 | | Hong Kong Securities Clearing Company Limited | Overseas Legal Person | 1.12% | 21,861,930 | 0 | 21,861,930 | Not applicable | 0 | | An Ji | Domestic Natural Person | 1.03% | 20,118,395 | 15,088,796 | 5,029,599 | Not applicable | 0 | | UCPHARM COMPANY LIMITED | Overseas Legal Person | 0.99% | 19,179,481 | 0 | 19,179,481 | Not applicable | 0 | | Zhang Guisu | Domestic Natural Person | 0.92% | 17,953,614 | 0 | 17,953,614 | Not applicable | 0 | | Gao Ling | Domestic Natural Person | 0.57% | 11,054,496 | 0 | 11,054,496 | Not applicable | 0 | | China Merchants Bank Co., Ltd. - Southern CSI 1000 ETF | Other | 0.56% | 10,841,900 | 0 | 10,841,900 | Not applicable | 0 | | Gao Yuan | Domestic Natural Person | 0.48% | 9,292,900 | 0 | 9,292,900 | Not applicable | 0 | - Guizhou Jinyu Industrial Investment Partnership (Limited Partnership) and An Huailue, An Ji are parties acting in concert113 - Guizhou Xinbang Pharmaceutical Co., Ltd.'s dedicated share repurchase account holds 47,445,540 shares, representing a 2.44% shareholding ratio113 Changes in Shareholdings of Directors, Supervisors, and Senior Management No changes occurred in the shareholdings of the company's directors, supervisors, or senior management during the reporting period - The shareholdings of the company's directors, supervisors, and senior management remained unchanged during the reporting period, with details available in the 2024 annual report114 Changes in Controlling Shareholder or Actual Controller No changes occurred in the company's controlling shareholder or actual controller during the reporting period - The company's controlling shareholder did not change during the reporting period115 - The company's actual controller did not change during the reporting period115 Section 7 Bond-Related Matters This section confirms the absence of any bond-related activities or outstanding debt instruments for the reporting period Bond-Related Matters The company had no bond-related matters during the reporting period - The company had no bond-related matters during the reporting period118 Section 8 Financial Report This section presents the company's unaudited semi-annual financial statements, including balance sheets, income statements, cash flow statements, and detailed notes on accounting policies and financial items Audit Report The company's semi-annual financial report was unaudited - The company's semi-annual financial report was unaudited120 Financial Statements This section presents the company's 2025 semi-annual consolidated and parent company financial statements, detailing financial position, operating results, and cash flows - Financial statements include the consolidated balance sheet, parent company balance sheet, consolidated income statement, parent company income statement, consolidated cash flow statement, parent company cash flow statement, consolidated statement of changes in owners' equity, and parent company statement of changes in owners' equity121126129133135138140145 Company Basic Information The company, listed on the Shenzhen Stock Exchange, focuses on medical services, pharmaceutical distribution, and TCM manufacturing, with a registered capital of 1,943.85 million yuan and 42 consolidated subsidiaries - The company's industry is pharmaceutical manufacturing, with a business scope covering pharmaceutical production, traditional Chinese medicine extract production, food production, health consulting services, medical research, and experimental development150 - The company's main products include Yixinshu Capsules, Maixuekang Capsules, Guanjiekebi Pills (exclusive product), other pharmaceuticals, traditional Chinese medicine decoction pieces, and health products, with medical services as its primary service150 - The company's registered capital is 1,943.851868 million yuan, with a total of 1,943.851868 million shares, of which 16.033634 million shares are restricted tradable shares and 1,927.818234 million shares are unrestricted tradable shares152159 - The company included 42 subsidiaries in its consolidation scope this period, an increase of 1 subsidiary from the previous period160 Basis of Financial Statement Preparation Financial statements are prepared under Chinese accounting standards, using the accrual basis and historical cost, with fair value for equity investments, and a going concern assessment - Financial statements are prepared in accordance with the "Enterprise Accounting Standards" issued by the Ministry of Finance and "Rules for the Preparation of Information Disclosure by Companies Issuing Securities to the Public No. 15 - General Provisions for Financial Reports (Revised in 2023)" by the China Securities Regulatory Commission162 - The company's accounting is based on the accrual method, and except for other equity instrument investments measured at fair value, these financial statements are measured at historical cost164 - The company evaluated its ability to continue as a going concern for 12 months from the end of the reporting period and found no matters or circumstances that would cast significant doubt on its ability to continue as a going concern163 Significant Accounting Policies and Estimates This section details significant accounting policies and estimates for business combinations, financial instruments, assets, revenue, and other areas, ensuring financial report standardization - The company adheres to enterprise accounting standards, accurately and completely reflecting the company's financial position, operating results, cash flows, and other relevant information for the reporting period166 - The accounting period is from January 1 to December 31 of the Gregorian calendar, with this reporting period being from January 1, 2025, to June 30, 2025167 - Detailed explanations are provided for accounting treatments of business combinations under common control and non-common control, as well as criteria for control judgment and methods for preparing consolidated financial statements172174179180 - Classification, recognition, and measurement of financial instruments are covered, including financial assets and liabilities measured at amortized cost, at fair value through other comprehensive income, and at fair value through profit or loss197198199200203204205 - Revenue recognition principles state that revenue is recognized when the customer obtains control of the related goods or services, with specific recognition methods tailored to business types (pharmaceutical manufacturing, pharmaceutical distribution, medical services)295297 Taxation The company and its subsidiaries benefit from various tax incentives, including reduced corporate income tax, VAT exemptions for medical services and certain drugs, and employment-related deductions Main Tax Categories and Rates | Tax Category | Tax Base | Tax Rate | | :--- | :--- | :--- | | Value-Added Tax (VAT) | Domestic sales; provision of processing, repair, and maintenance services; provision of tangible movable property leasing services | 13% | | Value-Added Tax (VAT) | Real estate leasing services, sales of real estate, transfer of land use rights, sales of traditional Chinese medicine decoction pieces | 9% | | Value-Added Tax (VAT) | Other taxable sales and service activities | 6% | | Value-Added Tax (VAT) | Simplified tax calculation method | 5%, 3%, 1% | | Urban Maintenance and Construction Tax | Actual paid turnover tax amount | 5%, 7% | | Corporate Income Tax | Taxable income | 15%, 20%, 25% | | Education Surcharge | Actual paid turnover tax amount | 3% (statutory), 2% (local) | - The parent company and several subsidiaries enjoy a 15% preferential corporate income tax rate for Western Development enterprises102 - Guizhou Tongde Pharmaceutical Co., Ltd. enjoys corporate income tax exemption for income from initial processing of medicinal plants (traditional Chinese medicine decoction pieces)102 - Several subsidiaries qualify for small and micro enterprise corporate income tax preferential policies, calculating taxable income at 25% and paying corporate income tax at a 20% rate102 - Medical services provided by the company's hospitals are exempt from business tax and value-added tax102103 - Small-scale VAT taxpayers with taxable sales revenue subject to a 3% collection rate are subject to VAT at a 1% collection rate103 - Corporate income tax for enterprises employing disabled individuals can be additionally deducted by 100% of the wages paid to disabled employees103 - Contraceptive drugs and devices are exempt from VAT, while anti-cancer drugs and rare disease drugs can opt for a simplified method to calculate and pay VAT at a 3% collection rate103104 Notes to Consolidated Financial Statement Items This section provides detailed notes for all consolidated financial statement items, including assets, liabilities, equity, income, and expenses, with period-end balances, changes, and explanations 2025 Semi-Annual End Restricted Cash and Cash Equivalents | Item | Period-End Balance (yuan) | Period-Beginning Balance (yuan) | | :--- | :--- | :--- | | Bank Acceptance Bill Deposits | 40,580,545.03 | 82,792,572.56 | | Frozen Cash and Cash Equivalents | 966,417.01 | 0 | | POS Machine Deposits | 2,500.00 | 2,500.00 | | Total | 41,549,462.04 | 82,795,072.56 | - At the end of the reporting period, the company's goodwill book value was 603,749,295.25 yuan, primarily arising from the acquisition of asset groups of Guizhou Kekai Pharmaceutical Co., Ltd., Guizhou Shengyuan Pharmaceutical Co., Ltd., Guizhou Guangzheng Pharmaceutical Sales Co., Ltd., and Guizhou Dadong Pharmaceutical Co., Ltd130131 - The company fulfilled its performance commitments during the performance commitment period, and Zhongtai Biochemical Co., Ltd. and Kangyong Biotechnology Co., Ltd. were disposed of externally in June 2020, completing the disposal of goodwill formed from non-common control acquisitions132 - During the reporting period, the company's operating revenue was 2,845,025,271.68 yuan, and operating cost was 2,353,105,700.26 yuan144 - Net cash flow from operating activities was 227,425,647.80 yuan, net cash flow from investing activities was -44,856,072.31 yuan, and net cash flow from financing activities was -158,311,791.74 yuan137152 Research and Development Expenses All R&D expenditures, totaling 3.009 million yuan, were expensed during the period, covering salaries, office, depreciation, materials, and trial costs 2025 Semi-Annual R&D Expense Composition | Item | Amount Incurred in Current Period (yuan) | Amount Incurred in Prior Period (yuan) | | :--- | :--- | :--- | | Salaries and Benefits | 1,166,402.19 | 472,227.59 | | Office and Travel Expenses | 108,544.85 | 163,842.85 | | Depreciation and Amortization | 174,572.30 | 33,920.51 | | Direct Materials | 360,269.08 | 625,981.34 | | Trial Production Costs | 183,866.83 | 8,654.16 | | Other R&D Expenses | 1,015,778.99 | 850,795.89 | | Total | 3,009,434.24 | 2,155,422.34 | | Of which: Expensed R&D Expenditures | 3,009,434.24 | 2,155,422.34 | - At the end of the current period, the proportion of intangible assets formed through internal R&D to the total intangible asset balance was 0.00%129 Changes in Consolidation Scope The company added Guizhou Daohe Real Estate to its consolidation scope via establishment, with no non-common control, common control, or reverse acquisitions - Guizhou Daohe Real Estate Co., Ltd. was newly established this period, with control obtained on June 23, 2025160 - The company did not undergo non-common control business combinations or common control business combinations during the reporting period165169 - The company did not undergo reverse acquisitions during the reporting period160 Interests in Other Entities The company holds interests in 42 subsidiaries across diverse sectors, including key entities like Guizhou Xinbang and Guizhou Kekai, and acquired 49% of Guizhou Yiziyuan, reducing minority interests - The company owns 42 subsidiaries, including Guizhou Xinbang Pharmaceutical Co., Ltd., Guizhou Kekai Pharmaceutical Co., Ltd., and Guizhou Medical University Affiliated Cancer Hospital Co., Ltd., with business natures covering commercial, manufacturing, agricultural, hospital, and service sectors161162163 - In May 2025, the company acquired a 49% equity stake in Guizhou Yiziyuan Biotechnology Co., Ltd. for 0 yuan, making it a wholly-owned subsidiary165 2025 Semi-Annual Impact of Equity Change on Minority Interests and Equity Attributable to Parent Company Owners | Item | Amount (yuan) | | :--- | :--- | | Total Purchase Cost/Disposal Consideration | 0.00 | | Less: Share of Subsidiary Net Assets Calculated by Acquired/Disposed Equity Ratio | 371,466.51 | | Difference | -371,466.51 | | Of which: Adjustment to Capital Reserve | -371,466.51 | 2025 Semi-Annual Key Financial Information of Important Non-Wholly Owned Subsidiaries | Subsidiary Name | Minority Shareholding Ratio | Net Profit Attributable to Minority Shareholders in Current Period (yuan) | Dividends Declared to Minority Shareholders in Current Period (yuan) | Minority Interest Balance at Period-End (yuan) | | :--- | :--- | :--- | :--- | :--- | | Guizhou Tongde Pharmaceutical Co., Ltd | 49.00% | 49,080,724.69 | 124,215,000.00 | 185,656,843.29 | | Guizhou Medical University Affiliated Cancer Hospital Co., Ltd | 22.09% | 5,455,441.89 | 0 | 76,766,432.01 | | Guizhou Dadong Pharmaceutical Co., Ltd | 49.00% | 1,366,652.87 | 6,370,000.00 | 27,113,727.12 | Government Grants Government grants totaling 1.659 million yuan were recognized in profit or loss, primarily as other income and financial expense offsets, with deferred grants being asset-related 2025 Semi-Annual Government Grants Recognized in Profit or Loss | Accounting Account | Amount Incurred in Current Period (yuan) | Amount Incurred in Prior Period (yuan) | Asset/Income Related | | :--- | :--- | :--- | :--- | | Other Income | 1,659,558.66 | 2,018,439.94 | Asset/Income Related | | Financial Expenses | -2,000,000.00 | -974,500.00 | Asset Related | 2025 Semi-Annual Government Grants in Deferred Income | Project | Period-Beginning Balance (yuan) | Amount Recognized in Other Income in Current Period (yuan) | Period-End Balance (yuan) | Reason for Formation | Asset/Income Related | | :--- | :--- | :--- | :--- | :--- | :--- | | Standardization Cultivation and Application Demonstration Project for 4 Medicinal Herbs: Pinellia, Polygonum multiflorum, Dipsacus, and Polygonum capitatum | 2,572,916.99 | 162,499.98 | 2,410,417.01 | | Asset Related | | Phase III Expansion Investment Project | 268,999.64 | 134,500.02 | 134,499.62 | | Asset Related | | GSP Technology Transformation Project | 970,333.65 | 34,166.65 | 936,167.00 | | Asset Related | | National Essential Medicine Raw Material Seedling (Salvia miltiorrhiza, Codonopsis pilosula, Polygonatum sibiricum, Polygonum multiflorum) Breeding Base (Guizhou) Planting Base Construction Project | 1,131,730.66 | 148,023.54 | 983,707.12 | | Asset Related | | Southwest Pharmaceutical Preparation National Local Joint Engineering Research Center (Guizhou) Innovation Capacity Building Project | 3,000,000.00 | 250,000.00 | 2,750,000.00 | | Asset Related | | Capsule Production Line Supporting Expansion Project | 49,999.64 | 25,000.02 | 24,999.62 | | Asset Related | | Hospital Nucleic Acid Laboratory Construction Project | 1,026,666.72 | 109,999.98 | 916,666.74 | | Asset Related | | Annual Output of 3000T Traditional Chinese Medicine Decoction Piece Production Workshop Renovation and Expansion Project | 2,371,428.54 | 42,857.16 | 2,328,571.38 | | Asset Related | | Total | 19,515,977.91 | 907,047.35 | 18,608,930.56 | | | Risks Related to Financial Instruments The company manages credit, liquidity, and market risks through various policies, monitoring, and controls, with no significant foreign exchange risk and controllable interest rate risk - The company faces credit risk, liquidity risk, and market risk (including exchange rate risk, interest rate risk, and other price risks)169 - Credit risk management measures include transacting only with creditworthy counterparties, assessing customer creditworthiness and setting credit terms, continuously monitoring notes receivable, accounts receivable balances and recovery, and depositing cash and cash equivalents with highly reputable financial institutions169170 2025 Semi-Annual End Financial Asset Credit Risk Exposure | Item | Period-End Book Balance (yuan) | Impairment Provision (yuan) | | :--- | :--- | :--- | | Notes Receivable | 78,419,617.46 | 0 | | Receivables Financing | 89,000,541.25 | 0 | | Accounts Receivable | 2,852,878,117.72 | 371,756,617.74 | | Other Receivables | 424,297,829.52 | 103,420,748.49 | | Total | 3,444,596,105.95 | 475,177,366.23 | - Liquidity risk is centrally controlled by the finance department, monitoring cash balances, marketable securities, and 12-month cash flow forecasts to ensure sufficient funds170 - Exchange rate risk primarily arises from financial assets and liabilities denominated in Euros, but the company's current operating activities are all within China, posing no significant foreign exchange risk170 - Interest rate risk mainly originates from bank borrowings and bonds payable, with the company controlling risk by strictly managing interest rate levels and expanding financing channels171 - Other price risks primarily stem from product price reductions due to bidding policies, which the company mitigates by achieving cost advantages through centralized procurement171 Fair Value Disclosure Period-end assets measured at fair value, primarily Level 3 equity investments and receivables financing, are valued at face amount or carrying cost due to market limitations 2025 Semi-Annual End Assets Measured at Fair Value | Item | Level 3 Fair Value Measurement (yuan) | Total (yuan) | | :--- | :--- | :--- | | Other Equity Instrument Investments | 327,465,156.74 | 327,465,156.74 | | Receivables Financing | 89,000,541.25 | 89,000,541.25 | | Total Assets Continuously Measured at Fair Value | 416,465,697.99 | 416,465,697.99 | | Total Liabilities Continuously Measured at Fair Value | 0.00 | 0.00 | - Receivables financing is recognized at its face amount for period-end fair value172 - Other equity instrument investments are estimated at cost as the best estimate of fair value at period-end due to a lack of active market quotes and reliable measurement bases172 Related Parties and Related Party Transactions The company's controlling shareholder is Guizhou Jinyu, with An Ji as actual controller; related party transactions included pharmaceutical procurement and non-operating fund movements - The company's controlling shareholder is Guizhou Jinyu Industrial Investment Partnership (Limited Partnership), and the actual controller is An Ji173 2025 Semi-Annual Related Party Transactions for Purchase of Goods/Receipt of Services | Related Party Name | Related Transaction Content | Amount Incurred in Current Period (yuan) | Approved Transaction Limit (yuan) | | :--- | :--- | :--- | :--- | | Guizhou Guangzheng Pharmaceutical Co., Ltd | Purchase of pharmaceuticals | 657,295.07 | 3,600,000.00 | | Harbin Yuying Pharmaceutical Co., Ltd. and its subsidiaries | Purchase of pharmaceuticals | 5,148,634.24 | 14,000,000.00 | | Guizhou Huangguoshu Lishuang Pharmaceutical Co., Ltd | Purchase of pharmaceuticals | 452,553.98 | 1,300,000.0
信邦制药(002390) - 2025 Q2 - 季度财报