海王生物(000078) - 2025 Q2 - 季度财报

Important Notice, Table of Contents, and Definitions This section provides important notices, the report's table of contents, and definitions of key terms used throughout the report Important Notice The board of directors, supervisory board, and senior management guarantee the report's accuracy and completeness, with no plans for dividend distribution - The board of directors, supervisory board, and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report, assuming legal responsibility[4] - Company executives, including Zhang Feng (person in charge), Shen Dakai (head of accounting), and Li Shuang (head of accounting department), declare the financial report is true, accurate, and complete[4] - The company plans no cash dividends, bonus shares, or capital increase from capital reserves[5] Table of Contents and Definitions This section outlines the report's structure, lists nine main chapters, and defines key terms and company abbreviations, including reference documents - The report comprises nine main chapters covering important notices, company profile, management discussion and analysis, corporate governance, significant matters, share changes, bond information, financial reports, and other submitted data[7] - Reference documents include signed financial statements, the semi-annual report text, original public disclosure documents, announcements, and semi-annual reports published in other securities markets[9] - The report details definitions for key terms and company abbreviations such as "Haiwang Bio," "Haiwang Fuyao," and "SPD," also mentioning agreements related to equity transfers, voting right waivers, and share subscriptions[11] Company Profile and Key Financial Indicators This section provides an overview of the company, its contact information, and a summary of key financial data and performance metrics Company Profile Shenzhen Neptunus Bioengineering Co., Ltd. (stock code: 000078) is listed on the Shenzhen Stock Exchange, with Zhang Feng as its legal representative - The company's stock abbreviation is "Neptunus Bioengineering," stock code "000078," listed on the Shenzhen Stock Exchange[14] - The company's legal representative is Zhang Feng[14] Contact Persons and Information The company's board secretary is Wang Yunlei, and the securities affairs representative is Lin Jianyi, with contact details provided - The Board Secretary is Wang Yunlei, and the Securities Affairs Representative is Lin Jianyi[15] - Contact address: 24th Floor, Neptunus Galaxy Technology Building, No. 1, Keji Middle Third Road, Nanshan District, Shenzhen[15] - Phone: 0755-26980336, Email: sz000078@vip.sina.com[15] Other Information No changes occurred in the company's contact information, information disclosure, or document storage locations during the reporting period - The company's registered address, office address, website, and email remained unchanged during the reporting period[16] - Information disclosure and document storage locations remained unchanged during the reporting period[17] Key Accounting Data and Financial Indicators The company's operating revenue and net profit attributable to shareholders decreased year-on-year, while total assets slightly declined and net assets attributable to shareholders slightly increased Major Accounting Data and Financial Indicators (Current Period vs. Prior Year) | Indicator | Current Period (CNY) | Prior Year (CNY) | Year-on-year Change | | :--- | :--- | :--- | :--- | | Operating Revenue | 14,311,503,184.96 | 16,631,439,699.61 | -13.95% | | Net Profit Attributable to Shareholders of Listed Company | 31,681,707.71 | 45,409,831.68 | -30.23% | | Net Profit Attributable to Shareholders of Listed Company (Excluding Non-Recurring Gains and Losses) | -70,526,104.47 | 38,901,697.58 | -281.29% | | Net Cash Flow from Operating Activities | 58,081,397.67 | 113,327,505.04 | -48.75% | | Basic Earnings Per Share (CNY/share) | 0.0120 | 0.0173 | -30.64% | | Diluted Earnings Per Share (CNY/share) | 0.0120 | 0.0173 | -30.64% | | Weighted Average Return on Net Assets | 1.75% | 1.50% | 0.25% | | Total Assets (Period-end) | 27,668,940,104.27 | 28,798,320,164.17 | -3.92% | | Net Assets Attributable to Shareholders of Listed Company (Period-end) | 1,829,802,987.30 | 1,795,232,448.56 | 1.93% | Differences in Accounting Data Under Domestic and International Accounting Standards The company reported no differences in net profit and net assets between international/overseas accounting standards and Chinese accounting standards - The company reported no differences in net profit and net assets between financial reports disclosed under International Accounting Standards and Chinese Accounting Standards during the reporting period[20] - The company reported no differences in net profit and net assets between financial reports disclosed under overseas accounting standards and Chinese Accounting Standards during the reporting period[21] Non-Recurring Gains and Losses Items and Amounts Total non-recurring gains and losses for the period amounted to CNY 102.21 million, primarily from disposal of non-current assets, government grants, and fair value changes Non-Recurring Gains and Losses Items and Amounts | Item | Amount (CNY) | Explanation | | :--- | :--- | :--- | | Gains and losses from disposal of non-current assets | 87,519,703.48 | Primarily from disposal gains/losses of subsidiaries | | Government grants recognized in current profit or loss | 13,447,646.69 | Excluding government grants closely related to normal business operations, compliant with national policies, enjoyed according to fixed standards, and having a continuous impact on company profit or loss | | Fair value changes and disposal gains/losses from financial assets and liabilities held by non-financial enterprises, excluding effective hedge accounting related to normal business operations | 70,959.24 | | | Gains and losses from entrusted investments or asset management | 837,590.60 | | | Reversal of impairment provisions for receivables subject to individual impairment testing | 4,180,436.64 | | | Other non-operating income and expenses apart from the above | 5,932,126.30 | | | Less: Income tax impact | 4,188,301.68 | | | Impact on minority interests (after tax) | 5,592,349.09 | | | Total | 102,207,812.18 | | Management Discussion and Analysis This section analyzes the company's business operations, financial performance, core competencies, and risks faced during the reporting period Principal Businesses Engaged by the Company During the Reporting Period The company navigated industry changes in H1 2025 by optimizing its product structure and cost control, maintaining a full "R&D-Manufacturing-Distribution" pharmaceutical industry chain - In H1 2025, the pharmaceutical distribution industry entered a phase of deep transformation and accelerated integration due to policy adjustments (optimized centralized procurement, strengthened regulation) and market pressures (slowing growth, declining profits)[26][27] - The company's operational management philosophy is centered on "increasing sales gross profit, ensuring asset safety, improving financing channels, and optimizing capital returns," with cash flow as the core and profit maximization as the goal[28] - The company has established a complete "R&D-Manufacturing-Distribution" industry chain, integrating pharmaceutical R&D, manufacturing, and commercial distribution, with over thirty years of experience in the pharmaceutical industry[30] Industry Overview In H1 2025, the pharmaceutical distribution industry faced significant transformation and growth deceleration due to policy impacts and market pressures - Policy-wise, the State Council's government work report emphasized "optimizing policies for centralized drug and consumable procurement," signaling a potential shift from "lowest price only" procurement[26] - The National Healthcare Security Administration and three other departments issued a notice to achieve full-process traceability of drugs, aiming to purify the industry environment[26] Key Economic Indicators of the Pharmaceutical Manufacturing Industry, January-June 2025 | Indicator | Change | | :--- | :--- | | PPI | Decreased by 1.5% year-on-year | | Operating Revenue | CNY 1.23 trillion, decreased by 1.2% year-on-year | | Total Profit | CNY 176.69 billion, decreased by 2.8% year-on-year | Overview of Company Operations During the Reporting Period The company's H1 revenue decreased by 13.95% to CNY 14.31 billion, primarily due to policy adjustments and strategic abandonment of low-efficiency businesses - The company actively pursued transformation and upgrading, optimizing product structure and strengthening cost control, guided by the principle of "increasing sales gross profit, ensuring asset safety, improving financing channels, and optimizing capital returns"[28] Company Operating Performance in H1 2025 | Indicator | Amount | Year-on-year Change | | :--- | :--- | :--- | | Operating Revenue | CNY 14.31 billion | Decreased by 13.95% | | Net Profit Attributable to Shareholders of Listed Company | CNY 31.68 million | | | Pharmaceutical Commercial Revenue | CNY 13.88 billion | | | Pharmaceutical Industrial Revenue | CNY 281 million | | - The decrease in operating revenue was mainly due to policy adjustments such as national centralized procurement and regional unified procurement, as well as the company's strategic decision to abandon some low-efficiency and low-gross-margin businesses[28][29] Overview of Company's Principal Businesses The company's core businesses include pharmaceutical commercial distribution, manufacturing (large infusions, traditional Chinese medicine, chemical drugs), and R&D, with a national network and ongoing innovation - The company's pharmaceutical commercial segment consists of drug and medical device distribution, providing delivery and value-added services to medical institutions, retail outlets, and distributors, achieving CNY 13.88 billion in revenue in H1, with medical device distribution contributing CNY 4.99 billion[30] - The pharmaceutical industrial segment, centered on Haiwang Fuyao, Jinxiang Traditional Chinese Medicine, and Haiwang Zhongxin Pharmaceutical, operates two production bases in Fuzhou and Beijing, holding a total of 505 National Drug Approval Numbers, with 5 varieties passing generic drug consistency evaluations[35][36][37] - In pharmaceutical R&D, the company possesses platforms such as a national-level enterprise technology center; the innovative drug HW130 injection completed Phase I clinical trials, and NEP018 obtained domestic clinical approval and commenced Phase I clinical trials[39] Analysis of Core Competencies The company's core strengths lie in its extensive commercial network, diverse product portfolio, dual-core innovation in R&D and business, professional team, efficient decision-making, and financial digitalization - The company has established a vast pharmaceutical commercial network covering over 20 provinces, with 21 provincial logistics centers and 105 warehouses, totaling over 380,000 square meters of storage area[41] - The pharmaceutical industrial segment holds 505 National Drug Approval Numbers, while the medical device segment ranked 8th among key commercial enterprises in medical devices by the China Federation of Logistics & Purchasing in 2024, possessing 8 third-party logistics licenses for medical devices[43] - Innovation is considered the company's lifeline for survival and development, fostering a dual-core driven development model of R&D and commercial innovation, transforming business through customized SPD solutions[45][47] - The company emphasizes talent team building across various fields, including a high-end medical device maintenance team, and benefits from the flexible and efficient decision-making mechanisms typical of private enterprises[49][50] - As of the end of the reporting period, 102 of the company's subsidiaries have implemented a financial shared service system, promoting financial digital transformation[52] Analysis of Principal Business The company's principal business revenue decreased by 13.95%, mainly due to reduced income from pharmaceutical distribution and manufacturing, with a notable decline in the Central China region Year-on-Year Changes in Key Financial Data | Indicator | Current Period (CNY) | Prior Year (CNY) | Year-on-year Change | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 14,311,503,184.96 | 16,631,439,699.61 | -13.95% | | | Operating Cost | 12,979,683,425.75 | 14,958,533,023.89 | -13.23% | | | Selling Expenses | 512,965,617.44 | 567,284,856.71 | -9.58% | | | Administrative Expenses | 432,070,744.08 | 508,135,561.90 | -14.97% | | | Financial Expenses | 299,013,422.73 | 366,772,621.32 | -18.47% | | | Income Tax Expense | 67,847,587.28 | 99,758,584.37 | -31.99% | Primarily due to decreased operating scale in the current period | | Net Cash Flow from Operating Activities | 58,081,397.67 | 113,327,505.04 | -48.75% | Primarily due to decreased operating scale in the current period | | Net Cash Flow from Financing Activities | -131,228,981.72 | 133,454,949.58 | -198.33% | Primarily due to decreased financing scale in the current period | Operating Revenue Composition (by Industry, Product, Region) | Category | Item | Amount in Current Period (CNY) | Proportion of Operating Revenue | Year-on-year Change | | :--- | :--- | :--- | :--- | :--- | | By Industry | Pharmaceutical Distribution | 8,895,673,180.29 | 62.16% | -16.63% | | | Pharmaceutical Manufacturing | 280,672,742.17 | 1.96% | -18.98% | | | Medical Devices | 4,985,535,790.61 | 34.84% | -8.09% | | By Product | Purchased Goods | 13,964,435,460.32 | 97.58% | -13.87% | | By Region | Central China | 3,096,869,159.99 | 21.64% | -31.31% | | | East China | 9,607,015,231.70 | 67.13% | -3.55% | | | South China | 1,060,918,603.58 | 7.41% | -15.61% | Year-on-Year Change in Gross Profit Margin of Principal Business | By Industry | Gross Profit Margin | Year-on-year Change in Gross Profit Margin | | :--- | :--- | :--- | | Pharmaceutical Distribution | 8.04% | -0.56% | | Pharmaceutical Manufacturing | 36.14% | -4.37% | | Medical Devices | 8.87% | -0.83% | Analysis of Non-Principal Business Non-principal businesses significantly contributed to total profit, primarily from investment income due to subsidiary disposals, though these contributions are generally non-recurring Impact of Non-Principal Business on Total Profit | Item | Amount (CNY) | Proportion of Total Profit | Explanation of Cause | Is it Sustainable | | :--- | :--- | :--- | :--- | :--- | | Investment Income | 88,840,372.84 | 66.96% | Primarily from disposal gains/losses of subsidiaries | No | | Fair Value Change Gains and Losses | 70,959.24 | 0.05% | Primarily from fair value changes of financial assets held for trading | No | | Non-Operating Income | 10,115,881.62 | 7.62% | Primarily from payables no longer required to be paid | No | Analysis of Assets and Liabilities Total assets and liabilities slightly decreased, with no major changes in asset composition. Significant restricted assets primarily include performance bonds and pledged loans Significant Changes in Asset Composition (Period-end vs. Prior Year-end) | Item | Amount at Current Period-end (CNY) | Proportion of Total Assets | Amount at Prior Year-end (CNY) | Proportion of Total Assets | Change in Proportion | | :--- | :--- | :--- | :--- | :--- | :--- | | Monetary Funds | 3,063,948,201.93 | 11.07% | 3,456,273,633.71 | 12.00% | -0.93% | | Accounts Receivable | 15,147,853,611.67 | 54.75% | 15,319,422,562.26 | 53.20% | 1.55% | | Inventories | 3,358,262,412.11 | 12.14% | 3,486,933,682.12 | 12.11% | 0.03% | | Short-term Borrowings | 9,772,100,764.26 | 35.32% | 10,023,491,526.10 | 34.81% | 0.51% | Financial Assets Measured at Fair Value (Period-end) | Item | Period-end Amount (CNY) | | :--- | :--- | | Financial Assets Held for Trading | 122,630,346.17 | | Other Equity Instrument Investments | 140,337,205.00 | | Financial Liabilities | 72,709,111.74 | - As of the end of the reporting period, the company's total restricted assets amounted to CNY 7.47 billion, primarily including monetary funds (performance bonds, bill deposits, time deposits, frozen funds), pledged notes receivable, pledged inventory loans, pledged accounts receivable loans, pledged fixed asset loans, pledged intangible asset loans, and pledged investment property loans[64] Analysis of Investment Status The company's investment amount for the reporting period significantly decreased by 71.88% to CNY 106.58 million, with no significant equity, non-equity, securities, or derivative investments Comparison of Investment Amounts During the Reporting Period | Indicator | Current Period (CNY) | Prior Year (CNY) | Change Rate | | :--- | :--- | :--- | :--- | | Investment Amount During Reporting Period | 106,581,515.39 | 379,027,763.82 | -71.88% | - The company had no securities investments, derivative investments, significant equity investments, or non-equity investments during the reporting period[67][68] - The company had no use of raised funds during the reporting period[69] Significant Asset and Equity Sales The company did not sell any significant assets or equity during the reporting period - The company did not sell any significant assets during the reporting period[70] - The company did not sell any significant equity during the reporting period[71] Analysis of Major Holding and Participating Companies Major subsidiaries, Neptunus Medical Devices (Shanghai) and Fuzhou Neptunus Fuyao Pharmaceutical, were profitable. The company disposed of several subsidiaries and established new ones to optimize its business structure Financial Data of Major Subsidiaries | Company Name | Company Type | Registered Capital (Million CNY) | Total Assets (CNY) | Net Assets (CNY) | Operating Revenue (CNY) | Net Profit (CNY) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Neptunus Medical Devices (Shanghai) Co., Ltd. | Subsidiary | 50 | 1,489,681,502.27 | 170,364,041.92 | 1,709,008,864.10 | 52,248,105.13 | | Fuzhou Neptunus Fuyao Pharmaceutical Co., Ltd. | Subsidiary | 30 | 435,624,470.63 | 364,799,515.11 | 159,705,130.41 | 113,854,559.53 | - During the reporting period, the company disposed of several subsidiaries, including Hangzhou Unlimited Firepower Brand Management Co., Ltd. and Shanghai Bohui Health Technology Co., Ltd., through sales, which had a positive or minor impact on the current period's performance[72] - The company established several new companies, such as Zhejiang Haiqing Future Technology Development Co., Ltd. and Zhejiang Haizhi Future Technology Development Co., Ltd., which had no impact on the current period's performance[73] Structured Entities Controlled by the Company The company did not control any structured entities during the reporting period - The company did not control any structured entities during the reporting period[74] Risks Faced by the Company and Countermeasures The company faces industry structural adjustments, decision-making, and management risks, addressing them through policy monitoring, business optimization, strengthened financial management, and improved internal controls - The pharmaceutical distribution industry faces pressures of slowing growth and declining profits; the company needs to continuously monitor industry and market dynamics, strengthen policy research, and extend supply chain layout and increase profits through "wholesale-retail synergy," "industry-commerce synergy," and "pharmaceutical-device synergy"[74] - The company's management faces decision-making challenges due to changes in industry trends, policy environment, and competitive landscape, and will mitigate risks by strengthening internal decision-making mechanisms and improving decision-making processes and support systems[75] - The company faces cash flow pressure due to its capital-intensive nature and will strengthen management of capital-intensive items such as accounts receivable, inventory, and prepayments, optimize capital structure, and prudently plan its financing structure[76][78] - The company places high importance on accounts receivable management, establishing a management team led by the CFO as chief responsible person, and forming a special working group to collect overdue accounts receivable to accelerate cash recovery[79] - The company implements a flat three-tier control model (headquarters-regional group-regional group subsidiaries) and strengthens employee professional quality and loyalty to address operational management risks[80][81] Formulation and Implementation of Market Value Management System and Valuation Enhancement Plan The company has not formulated a market value management system nor disclosed a valuation enhancement plan - The company has not formulated a market value management system[82] - The company has not disclosed a valuation enhancement plan[82] Implementation of "Dual Improvement in Quality and Returns" Action Plan The company has not disclosed an announcement regarding the "Dual Improvement in Quality and Returns" action plan - The company has not disclosed an announcement regarding the "Dual Improvement in Quality and Returns" action plan[82] Corporate Governance, Environment, and Society This section covers changes in the company's directors, supervisors, and senior management, profit distribution, environmental information disclosure, and social responsibility initiatives Changes in Directors, Supervisors, and Senior Management Vice President Yang Shuancheng retired and left his position on April 14, 2025 - Vice President Yang Shuancheng retired and left his position on April 14, 2025[84] Profit Distribution and Capital Reserve Conversion to Share Capital in the Current Reporting Period The company plans no cash dividends, bonus shares, or capital increase from capital reserves for the semi-annual period - The company plans no cash dividends, bonus shares, or capital increase from capital reserves for the semi-annual period[85] Implementation of Company Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures The company had no equity incentive plans, employee stock ownership plans, or other employee incentive measures in place during the reporting period - The company had no equity incentive plans, employee stock ownership plans, or other employee incentive measures and their implementation during the reporting period[86] Environmental Information Disclosure The company and four major subsidiaries are included in the list of enterprises required to disclose environmental information and have publicly released relevant reports - The listed company and its four major subsidiaries are included in the list of enterprises required to disclose environmental information by law[87] - These include Shenzhen Neptunus Bioengineering Co., Ltd., Fuzhou Neptunus Fuyao Pharmaceutical Co., Ltd., Fuzhou Neptunus Jinxiang Traditional Chinese Medicine Pharmaceutical Co., Ltd., and Beijing Neptunus Zhongxin Pharmaceutical Co., Ltd[87] Social Responsibility The company actively fulfills its social responsibilities by maintaining stable employment, paying taxes, and engaging in social donations, earning multiple awards and honors - The company consistently implements national stable employment policies, actively fulfills its social responsibilities, pays taxes according to law, and gives back to society[88] Partial Social Donations | No. | Date | Donation Project Name | Donation Amount (Million CNY) | Donating Company Name | | :--- | :--- | :--- | :--- | :--- | | 1 | 2025年2月 | Great Love and Good Deeds, Warming Communities - Neptunus Medical Charity Donation Project (Phase II) | 25 (CNY 0.1 million cash, CNY 0.15 million in goods) | Neptunus Medical Devices (Shanghai) Co., Ltd. | | 2 | 2025年6月 | "Zaohui Insurance 2025" Project (Donation to Zaozhuang Charity Federation specifically for purchasing Zaohui Insurance for low-income individuals) | 5.25 | Sulu Neptunus Pharmaceutical Group Co., Ltd. | - The company and its subsidiaries received multiple honors, including "Zaozhuang CPPCC Member Consultation Hall Advanced Unit," "Smith & Nephew 2024 'Shining Star' Best Partner," and "2024 Annual Outstanding Contribution Enterprise to High-Quality Development in the City"[89] Significant Matters This section details the company's commitments, related party transactions, litigation, and other significant events during the reporting period Commitments Fulfilled or Overdue by Controlling Shareholder, Shareholders, Related Parties, Acquirers, and the Company During the Reporting Period No commitments by the controlling shareholder, shareholders, related parties, acquirers, or the company were fulfilled or overdue 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 fulfilled or overdue as of the end of the reporting period[91] Non-Operating Funds Occupied by Controlling Shareholder and Other Related Parties from the Listed Company No non-operating funds were occupied by the controlling shareholder or other related parties from the listed company during the reporting period - During the reporting period, there were no non-operating funds occupied by the controlling shareholder or other related parties from the listed company[92] Irregular External Guarantees The company had no irregular external guarantees during the reporting period - The company had no irregular external guarantees during the reporting period[93] Appointment and Dismissal of Accounting Firms The company's semi-annual report was not audited - The company's semi-annual report was not audited[94] Explanations by the Board of Directors and Supervisory Board on the "Non-Standard Audit Report" for the Current Period The company's board of directors and supervisory board provided no explanations regarding a "non-standard audit report" for the current period - The company's board of directors and supervisory board provided no explanations regarding a "non-standard audit report" for the current reporting period[95] Explanations by the Board of Directors on the "Non-Standard Audit Report" for the Previous Year The company's board of directors provided no explanations regarding a "non-standard audit report" for the previous year - The company's board of directors provided no explanations regarding a "non-standard audit report" for the previous year[95] Bankruptcy and Reorganization Matters The company did not experience any bankruptcy or reorganization matters during the reporting period - The company did not experience any bankruptcy or reorganization matters during the reporting period[95] Litigation Matters The company and its subsidiaries were involved in lawsuits as plaintiffs totaling CNY 375.67 million (primarily for receivables) and as defendants totaling CNY 42.98 million (contract disputes), with uncertain impacts on future profits Summary of Significant Litigation and Arbitration Matters | Basic Information on Litigation (Arbitration) | Amount Involved (Million CNY) | Whether a Provision for Liabilities is Formed | Litigation (Arbitration) Progress | Impact of Litigation (Arbitration) | | :--- | :--- | :--- | :--- | :--- | | Summary of lawsuits where the company and its controlled subsidiaries were plaintiffs, accumulated over twelve consecutive months | 37,566.95 | No | Some cases are in the trial (ruling) or enforcement stage, while some have been executed. | Primarily involves the company as plaintiff demanding payment of overdue receivables, etc.; the company has strengthened the recovery of relevant funds in its operating activities through legal measures, safeguarding the legitimate interests of the company and shareholders, with some cases gradually recovering funds. | | Summary of lawsuits where the company and its controlled subsidiaries were defendants, accumulated over twelve consecutive months | 4,298.11 | No | Some cases are in the trial (ruling) or enforcement stage, while some have been executed. | Primarily involves contract disputes, processing and contracting disputes, labor contract disputes, etc.; the company will actively and properly handle the relevant litigation matters to protect the interests of the company and shareholders. | - Some cases have been concluded, some are in progress, and some have not yet been heard or settled, leading to uncertainty regarding their impact on the company's current or future profits[97] 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 period[98] Integrity Status of the Company, its Controlling Shareholder, and Actual Controller The company, its controlling shareholder, and actual controller maintained good integrity during the reporting period, with no significant overdue debts - During the reporting period, the company's controlling shareholder and actual controller maintained good integrity, with no significant overdue debts[99] Significant Related Party Transactions The company engaged in routine related party transactions, including sales and purchases with Neptunus Group and Neptunus Star, and had related party debts totaling CNY 124.10 million at period-end Related Party Transactions Related to Daily Operations | Related Party | Related Transaction Content | Transaction Amount (Million CNY) | Proportion of Similar Transaction Amount | | :--- | :--- | :--- | :--- | | Neptunus Group and its Subsidiaries | Sales of self-produced or purchased goods | 5,294.80 | 0.20% | | Neptunus Star and its Subsidiaries | Sales of self-produced or purchased goods | 9,055.98 | 0.33% | - The company had no related party transactions involving asset or equity acquisitions/disposals, nor joint external investments during the reporting period[102][103] Payables to Related Parties | Related Party | Reason for Formation | Beginning Balance (Million CNY) | Amount Newly Added in Current Period (Million CNY) | Amount Repaid in Current Period (Million CNY) | Ending Balance (Million CNY) | | :--- | :--- | :--- | :--- | :--- | :--- | | Neptunus Group and its Subsidiaries | Borrowed funds from related parties | 1,757.88 | 44,300.00 | 33,648.25 | 12,409.63 | Significant Contracts and Their Performance The company had no trust or contracting arrangements. As a lessee, it paid CNY 10.70 million for office rent to Neptunus Group. Total external guarantees amounted to CNY 4.97 billion, representing 271.37% of net assets - The company had no trust or contracting arrangements during the reporting period[108][109] Company as Lessee - Lease Information | Lessor Name | Type of Leased Asset | Lease Payments Due in Current Period (CNY) | Lease Payments Due in Prior Period (CNY) | | :--- | :--- | :--- | :--- | | Neptunus Group | Neptunus Galaxy Technology Building Office | 10,696,626.32 | 3,939,612.93 | Company's Total Guarantees and Proportion of Net Assets | Indicator | Amount (Million CNY) | | :--- | :--- | | Total Actual Guarantee Balance at Period-end | 496,552.54 | | Proportion of Total Actual Guarantees to Company's Net Assets | 271.37% | | Of which: Debt guarantee balance provided for guaranteed parties with asset-liability ratio exceeding 70% | 496,552.54 | | Amount of total guarantees exceeding 50% of net assets | 405,062.39 | - The company had no entrusted wealth management or other significant contracts during the reporting period[153][154] Explanation of Other Significant Matters The company terminated its control change and private placement on June 7, 2025, with no change in controlling shareholder or actual controller, and will focus on medical device business integration and market expansion - The company disclosed the "Announcement on Termination of Control Change and Private Placement of Shares to Specific Objects" on June 7, 2025, terminating the control change matter[155] - Following the termination of this matter, there was no change in the company's controlling shareholder or actual controller, and it will not adversely affect the company's normal operations and sustained stable development[156] - The company will continue to deepen its core businesses, focusing on resource integration and market expansion in the medical device business segment, accelerating business transformation and upgrading through optimizing industrial layout and deepening strategic cooperation[156][157] Significant Matters of Company Subsidiaries Shandong Neptunus Galaxy Pharmaceutical, a wholly-owned subsidiary, plans to invest up to CNY 298 million in a smart medical logistics park to enhance logistics efficiency and market competitiveness - Shandong Neptunus Galaxy Pharmaceutical Co., Ltd., a wholly-owned subsidiary, plans to invest no more than CNY 298 million in the first phase of the Neptunus Smart Medical Logistics Park project[158] - Shandong Galaxy has acquired a new plot of land through bidding and signed the "Neptunus Modern Smart Medical Logistics Park Phase I Project General Construction Contract" with Weifang Changda Construction Group Co., Ltd[158] - Upon completion, the logistics park project will enhance the company's logistics service efficiency, further promote intelligent and efficient logistics development, and strengthen the company's logistics capabilities and market competitiveness[158] Share Changes and Shareholder Information This section details changes in the company's share capital, securities issuance, shareholder structure, and holdings of directors, supervisors, and senior management Share Change Status The company's total share capital remained unchanged at 2,631,123,257 shares, with no changes in restricted or unrestricted share structures Share Change Status | Item | Number Before This Change (Shares) | Proportion Before This Change | Increase/Decrease in This Change (+, -) | Number After This Change (Shares) | Proportion After This Change | | :--- | :--- | :--- | :--- | :--- | :--- | | I. Restricted Shares | 4,682,119 | 0.18% | 0 | 4,682,119 | 0.18% | | II. Unrestricted Shares | 2,626,441,138 | 99.82% | 0 | 2,626,441,138 | 99.82% | | III. Total Shares | 2,631,123,257 | 100.00% | 0 | 2,631,123,257 | 100.00% | Changes in Restricted Shares | Shareholder Name | Restricted Shares at Beginning of Period (Shares) | Restricted Shares at End of Period (Shares) | Reason for Restriction | Date of Lifting Restriction | | :--- | :--- | :--- | :--- | :--- | | Zhang Simin | 2,551,299 | 2,551,299 | Senior Management Locked Shares | Unlocked as per regulations | | Zhang Feng | 998,320 | 998,320 | Senior Management Locked Shares | Unlocked as per regulations | | Shen Dakai | 1,125,000 | 1,125,000 | Senior Management Locked Shares | Unlocked as per regulations | | Ying Rui | 7,500 | 7,500 | Senior Management Locked Shares | Unlocked as per regulations | Securities Issuance and Listing 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 period[165] Number of Shareholders and Shareholding Status As of period-end, the company had 125,586 common shareholders. Shenzhen Neptunus Group Co., Ltd. is the largest shareholder with 46.23% of shares, which are pledged - The total number of common shareholders at the end of the reporting period was 125,586[166] Shareholding Status of Shareholders Holding 5% or More or Top 10 Shareholders | Shareholder Name | Shareholder Nature | Shareholding Proportion | Number of Shares Held at Period-end (Shares) | Number of Unrestricted Shares Held (Shares) | Pledged, Marked, or Frozen Status | | :--- | :--- | :--- | :--- | :--- | :--- | | Shenzhen Neptunus Group Co., Ltd. | Domestic Non-State-Owned Legal Person | 46.23% | 1,216,445,128 | 1,216,445,128 | Pledged 1,214,318,878 shares | | Hong Kong Securities Clearing Company Limited | Overseas Legal Person | 0.65% | 17,113,132 | 17,113,132 | Not Applicable | | Xu Linfang | Domestic Natural Person | 0.35% | 9,305,100 | 9,305,100 | Not Applicable | | Hu Gang | Domestic Natural Person | 0.33% | 8,800,000 | 8,800,000 | Not Applicable | | Zhang Hua | Domestic Natural Person | 0.33% | 8,619,840 | 8,619,840 | Not Applicable | | Liu Dapeng | Domestic Natural Person | 0.29% | 7,500,000 | 7,500,000 | Not Applicable | | Bai Shiwei | Domestic Natural Person | 0.26% | 6,868,200 | 6,868,200 | Not Applicable | | Sun Yinsuo | Domestic Natural Person | 0.22% | 5,800,050 | 5,800,050 | Not Applicable | | Chen Jianmin | Domestic Natural Person | 0.18% | 4,731,900 | 4,731,900 | Not Applicable | | Xu Wenkun | Domestic Natural Person | 0.17% | 4,537,300 | 4,537,300 | Not Applicable | - Among the top 10 common shareholders, Xu Linfang, Liu Dapeng, Bai Shiwei, Chen Jianmin, and Xu Wenkun held company shares through client credit trading guarantee securities accounts[168] Changes in Shareholdings of Directors, Supervisors, and Senior Management There were no changes in the shareholdings of the company's 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 during the reporting period; details can be found in the 2024 annual report[169] Changes in Controlling Shareholder or Actual Controller The company's controlling shareholder and actual controller remained unchanged during the reporting period - The company's controlling shareholder remained unchanged during the reporting period[170] - The company's actual controller remained unchanged during the reporting period[170] Preferred Share Information The company had no preferred shares during the reporting period - The company had no preferred shares during the reporting period[171] Bond-Related Information This section confirms that the company had no bond-related activities or outstanding bonds during the reporting period Bond-Related Information The company had no bond-related activities during the reporting period - The company had no bond-related activities during the reporting period[173] Financial Report This section presents the company's unaudited semi-annual financial statements, including balance sheets, income statements, cash flow statements, and statements of changes in equity Audit Report The company's semi-annual financial report was unaudited - The company's semi-annual financial report was unaudited[175] Financial Statements This section provides the company's consolidated and parent company balance sheets, income statements, cash flow statements, and statements of changes in owner's equity for H1 2025 - Financial statements include 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 owner's equity, and parent company statement of changes in owner's equity[176][180][184][188][192][194][197][203] Consolidated Balance Sheet As of June 30, 2025, consolidated total assets were CNY 27.67 billion (down 3.92%), and total liabilities were CNY 24.82 billion (down 4.37%) Key Data from Consolidated Balance Sheet | Item | Period-end Balance (CNY) | Beginning Balance (CNY) | | :--- | :--- | :--- | | Total Assets | 27,668,940,104.27 | 28,798,320,164.17 | | Total Liabilities | 24,818,701,446.48 | 25,954,556,650.61 | | Total Owner's Equity Attributable to Parent Company | 1,829,802,987.30 | 1,795,232,448.56 | | Minority Interests | 1,020,435,670.49 | 1,048,531,065.00 | Parent Company Balance Sheet As of June 30, 2025, parent company total assets were CNY 7.71 billion (slight increase), total liabilities were CNY 3.83 billion (slight decrease), and total owner's equity was CNY 3.89 billion (up 2.52%) Key Data from Parent Company Balance Sheet | Item | Period-end Balance (CNY) | Beginning Balance (CNY) | | :--- | :--- | :--- | | Total Assets | 7,712,589,379.95 | 7,656,703,061.08 | | Total Liabilities | 3,825,726,059.18 | 3,865,285,592.53 | | Total Owner's Equity | 3,886,863,320.77 | 3,791,417,468.55 | Consolidated Income Statement In H1 2025, consolidated operating revenue was CNY 14.31 billion (down 13.95%), and net profit was CNY 64.82 million (down 43.86%) Key Data from Consolidated Income Statement | Item | Amount for Current Period (CNY) | Amount for Prior Period (CNY) | | :--- | :--- | :--- | | I. Total Operating Revenue | 14,311,503,184.96 | 16,631,439,699.61 | | III. Operating Profit | 126,738,364.71 | 213,781,587.89 | | IV. Total Profit | 132,670,491.01 | 215,040,067.03 | | V. Net Profit | 64,822,903.73 | 115,281,482.66 | | Net Profit Attributable to Shareholders of Parent Company | 31,681,707.71 | 45,409,831.68 | | Minority Interest Income/Loss | 33,141,196.02 | 69,871,650.98 | | Basic Earnings Per Share (CNY/share) | 0.0120 | 0.0173 | Parent Company Income Statement In H1 2025, parent company operating revenue was CNY 2.78 million, with a net profit of CNY 95.45 million, reversing a prior-year loss due to increased investment income Key Data from Parent Company Income Statement | Item | H1 2025 (CNY) | H1 2024 (CNY) | | :--- | :--- | :--- | | I. Operating Revenue | 2,783,046.09 | 9,387,095.89 | | II. Operating Profit | 95,376,037.76 | -86,899,499.44 | | III. Total Profit | 95,431,703.83 | -87,366,365.97 | | IV. Net Profit | 95,445,852.22 | -87,366,365.97 | | Investment Income | 177,426,473.24 | 0 | Consolidated Cash Flow Statement In H1 2025, net cash from operating activities was CNY 58.08 million (down 48.75%), net cash from investing activities was -CNY 74.39 million, and net cash from financing activities was -CNY 131.23 million (down 198.33%) Key Data from Consolidated Cash Flow Statement | Item | H1 2025 (CNY) | H1 2024 (CNY) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 58,081,397.67 | 113,327,505.04 | | Net Cash Flow from Investing Activities | -74,387,529.15 | -85,824,052.83 | | Net Cash Flow from Financing Activities | -131,228,981.72 | 133,454,949.58 | | Net Increase in Cash and Cash Equivalents | -147,535,472.30 | 160,958,760.76 | | Cash and Cash Equivalents at Period-end | 1,125,059,469.21 | 1,297,688,809.04 | Parent Company Cash Flow Statement In H1 2025, parent company net cash from operating activities was -CNY 32.59 million, from investing activities was CNY 176.98 million, and from financing activities was -CNY 156.55 million Key Data from Parent Company Cash Flow Statement | Item | H1 2025 (CNY) | H1 2024 (CNY) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | -32,589,798.30 | 324,156,076.48 | | Net Cash Flow from Investing Activities | 176,978,871.35 | -1,225,612.00 | | Net Cash Flow from Financing Activities | -156,546,447.90 | -318,398,853.62 | | Net Increase in Cash and Cash Equivalents | -12,157,374.85 | 4,531,610.86 | | Cash and Cash Equivalents at Period-end | 1,224,991.51 | 16,686,818.21 | Consolidated Statement of Changes in Owner's Equity In H1 2025, consolidated total owner's equity slightly increased to CNY 2.85 billion, with total owner's equity attributable to the parent company increasing by 1.93% to CNY 1.83 billion Changes in Consolidated Owner's Equity | Item | Beginning Balance (CNY) | Amount of Increase/Decrease in Current Period (CNY) | Period-end Balance (CNY) | | :--- | :--- | :--- | :--- | | Total Owner's Equity Attributable to Parent Company | 1,795,232,448.56 | 34,570,538.74 | 1,829,802,987.30 | | Minority Interests | 1,048,531,065.00 | -28,095,394.51 | 1,020,435,670.49 | | Total Owner's Equity | 2,843,763,513.56 | 6,475,144.23 | 2,850,238,657.79 | | Total Comprehensive Income | | 64,822,903.73 | | Parent Company Statement of Changes in Owner's Equity In H1 2025, parent company total owner's equity increased by 2.52% to CNY 3.89 billion, with total comprehensive income of CNY 95.45 million Changes in Parent Company Owner's Equity | Item | Beginning Balance (CNY) | Amount of Increase/Decrease in Current Period (CNY) | Period-end Balance (CNY) | | :--- | :--- | :--- | :--- | | Total Owner's Equity | 3,791,417,468.55 | 95,445,852.22 | 3,886,863,320.77 | | Total Comprehensive Income | | 95,445,852.22 | | Company Basic Information Shenzhen Neptunus Bioengineering Co., Ltd., with a registered capital of CNY 2.63 billion, is listed on the Shenzhen Stock Exchange, primarily engaged in pharmaceutical manufacturing, distribution, and medical device sales - Shenzhen Neptunus Bioengineering Co., Ltd. has a registered capital of CNY 2.63 billion and was listed on the Shenzhen Stock Exchange in December 1998[208] - The company primarily engages in pharmaceutical manufacturing and distribution, health product and food sales, and medical device sales[208] - The company's consolidated financial statement scope includes 141 subsidiaries, covering various fields such as pharmaceutical investment, manufacturing, distribution, and R&D[208][209][210][211] Basis of Financial Statement Preparation The financial statements are prepared in accordance with Chinese accounting standards and regulations, using the accrual basis and historical cost, presented on a going concern basis - These financial statements are prepared in accordance with the Accounting Standards for Business Enterprises, their application guidelines, interpretations, and other relevant regulations issued by the Ministry of Finance[212] - Accounting is based on the accrual method, and except for certain financial instruments, all items are measured at historical cost[212] - These financial statements are presented on a going concern basis[213] Significant Accounting Policies and Accounting Estimates The company adheres to enterprise accounting standards, with a 12-month accounting period and RMB as the functional currency, detailing policies for financial instruments, revenue, and significant estimates like goodwill impairment - The company's accounting period follows the calendar year, with a business cycle of 12 months, and the company and its domestic subsidiaries use RMB as their functional currency[216][217][218] - At initial recognition, the company classifies financial assets into those measured at amortized cost, at fair value through other comprehensive income, or at fair value through profit or loss, based on the business model for managing financial assets and their contractual cash flow characteristics[243] - The company's revenue recognition principle is to recognize revenue when performance obligations in the contract are satisfied, i.e., when the customer obtains control of the related goods or services, with principal businesses including pharmaceutical commercial distribution, pharmaceutical manufacturing, health products and food, and medical devices[349][358][359][360][361] - Significant judgments and assumptions are involved in determining financial asset classification, measuring expected credit losses for accounts receivable, goodwill impairment, development expenditures, deferred income tax assets, and fair value of unlisted equity investments[386][387][388][389][390][391] Taxation The company's main taxes include VAT (13%, 9%, 6%, 3%), urban maintenance and construction tax (7%), and corporate income tax (25%), with some subsidiaries enjoying preferential rates Major Tax Categories and Rates | Tax Category | Tax Rate | | :--- | :--- | | Value-Added Tax | 13%、9%、6%、3% | | Urban Maintenance and Construction Tax | 7% | | Corporate Income Tax | 25% | | Education Surcharge | 3% | | Local Education Surcharge | 2% | - Nine subsidiaries, including Shandong Xinchen and Changde Neptunus, enjoy a small and micro-enterprise corporate income tax preferential rate of 20%[396] - Subsidiaries such as Neptunus Fuyao, Jinxiang Traditional Chinese Medicine, Beijing Zhongxin, Ningxia Neptunus, and the Research Institute enjoy high-tech enterprise or Western Development preferential policies, with a corporate income tax rate of 15%[396][397] Notes to Consolidated Financial Statement Items This section details consolidated financial statement items, including CNY 1.94 billion in restricted monetary funds, CNY 15.15 billion in accounts receivable, and CNY 3.30 billion in goodwill Period-end Balance and Restricted Status of Monetary Funds | Item | Period-end Balance (CNY) | | :--- | :--- | | Total Monetary Funds | 3,063,948,201.93 | | Of which: Total Restricted Funds | 1,938,888,732.72 | Period-end Balance of Accounts Receivable and Impairment Provisions | Item | Period-end Book Balance (CNY) | Period-end Impairment Provision (CNY) | | :--- | :--- | :--- | | Total Accounts Receivable | 15,904,699,981.29 | 756,846,369.62 | Book Original Value and Impairment Provisions for Goodwill | Item | Period-end Balance (CNY) | | :--- | :--- | | Total Book Original Value of Goodwill | 3,299,308,636.03 | | Total Impairment Provisions for Goodwill | 2,920,605,435.01 | Period-end Balance of Short-term Borrowings | Item | Period-end Balance (CNY) | | :--- | :--- | | Total Short-term Borrowings | 9,772,100,764.26 | Research and Development Expenses Total R&D expenditure was CNY 28.33 million, with CNY 21.67 million expensed and CNY 6.65 million capitalized, including ongoing projects and impairment provisions for some R&D Expenditure | Item | Amount for Current Period (CNY) | Amount for Prior Period (CNY) | | :--- | :--- | :--- | | Total R&D Expenditure | 28,326,742.95 | 30,658,888.06 | | Of which: Expensed R&D Expenditure | 21,672,884.43 | 21,528,588.81 | | Capitalized R&D Expenditure | 6,653,858.52 | 9,130,299.25 | - The company has multiple R&D projects eligible for capitalization, including Acetaminophen Caffeine Tablets, Bromhexine Hydrochloride Tablets, Polygonum Cuspidatum Glycoside, HW130, NEP018, etc., with a period-end balance totaling CNY 150.19 million[690] - Impairment provisions have been made for projects such as NEP015 (Naprotinib), NATAO3-Ainaxiang, and F01 (Jinggu Tablets), with a period-end balance totaling CNY 40.88 million[691] Changes in Consolidation Scope The company disposed of 8 subsidiaries and established 4 new ones, while deregistering one, to optimize its business structure, with no non-same-control or reverse acquisitions - The company had no business combinations under non-common control, business combinations under common control, or reverse acquisitions during the reporting period[693][694][695] - During the current period, there were transactions or events resulting in the loss of control over subsidiaries, with 8 subsidiaries disposed of through sale, including Hangzhou Unlimited Firepower Brand Management Co., Ltd. and Shanghai Bohui Health Technology Co., Ltd[696][697][698] - Four new subsidiaries were established in the current period, including Zhejiang Haiqing Future Technology Development Co., Ltd. and Zhejiang Haizhi Future Technology Development Co., Ltd[699] - Hangzhou Beiwudu Internet Technology Co., Ltd. was deregistered in the current period[700] Interests in Other Entities The company holds interests in 141 subsidiaries across various sectors, with significant non-wholly-owned subsidiaries including Shanghai Medical Devices and Fuzhou Neptunus Fuyao Pharmaceutical - The company owns 141 subsidiaries, with business natures covering pharmaceutical manufacturing, pharmaceutical distribution, equity investment, industrial investment, R&D, commercial trade, medical devices, medical testing, management consulting, business services, transportation services, and real estate investment[703][704][705][706][707] Important Non-Wholly-Owned Subsidiaries | Subsidiary Name | Minority Shareholding Proportion | Profit/Loss Attributable to Minority Shareholders in Current Period (CNY) | Minority Interest Balance at Period-end (CNY) | | :--- | :--- | :--- | :--- | | Shanghai Medical Devices | 48.00% | 25,079,090.47 | 91,043,536.65 | | Sichuan Medical Technology | 48.00% | 341,114.81 | 28,734,874.07 | | Neptunus Fuyao | 41.19% | 7,766,486.83 | 124,910,532.93 | - The company accounts for its interests in associates, such as Shandong Kangli Medical Device Technology Co., Ltd., using the equity method, with a period-end book value of CNY 127.85 million[718][722] Government Grants The company's government grant liabilities totaled CNY 4.88 million at period-end, with CNY 11.99 million recognized in profit or loss, mainly from government support funds and tax refunds Liability Items Involving Government Grants | Account Title | Beginning Balance (CNY) | Amount Transferred to Other Income in Current Period (CNY) | Period-end Balance (CNY) | Related to Assets/Income | | :--- | :--- | :--- | :--- | :--- | | Project subsidy for "Puyang City Urban and Rural Efficient Distribution Pilot Project Construction and Fund Management Measures" | 1,880,877.74 | 1,880,877.74 | 0 | Related to Assets | | Consistency Evaluation R&D Subsidy | 250,000.00 | 0 | 250,000.00 | Related to Income | | 2016 Applied Technology R&D and Major Scientific and Technological Achievement Transformation Special Fund | 3,000,000.00 | 0 | 3,000,000.00 | Related to Assets | | Henan Neptunus Huitong Pharmaceutical Co., Ltd. Infrastructure Construction Support Fund | 1,900,500.00 | 271,500.00 | 1,629,000.00 | Related to Assets | | Total | 10,191,377.74 | 271,500.00 | 4,879,000.00 | | Government Grants Recognized in Current Profit or Loss | Account Title | Amount for Current Period (CNY) | Amount for Prior Period (CNY) | | :--- | :