派林生物(000403) - 2021 Q4 - 年度财报

Important Notes, Table of Contents, and Definitions Important Notes The board guarantees the report's authenticity and proposes a cash dividend of CNY 0.56 per 10 shares - The company's Board of Directors, Supervisory Committee, and senior management guarantee the truthfulness, accuracy, and completeness of the annual report's content and assume individual and joint legal responsibility[3] - The company's Chairman Fu Shaolan, CFO Wang Yehong, and Head of the Accounting Department (Accounting Supervisor) Wang Yehong declare that the financial reports in this annual report are true, accurate, and complete[3] 2021 Profit Distribution Plan | Metric | Value | | :--- | :--- | | Distribution Base (Shares) | 732,970,308 | | Cash Dividend per 10 Shares (tax inclusive) | CNY 0.56 | | Bonus Shares (tax inclusive) | 0 shares | | Capitalization of Capital Reserves | 0 shares | Table of Contents This section outlines the annual report's structure, covering ten major chapters on operations, finance, governance, and social responsibility - The report's table of contents clearly delineates ten main chapters, covering various aspects such as company operations, finance, governance, and social responsibility[4] Definitions This section defines key terms used in the report, including company names, subsidiaries, and regulatory bodies, to ensure accurate interpretation - The definitions cover key entities and concepts such as the company, subsidiaries (e.g, Guangdong Shuanglin, Paskfico), major investors (e.g, Qidu Investment, ZMIMT Tianhong), and regulatory bodies (e.g, CSRC, SZSE)[6] - The reporting period is defined as January 1, 2021, to December 31, 2021, with the end of the reporting period being December 31, 2021[6] Company Profile and Key Financial Indicators Company Information The company, Pailin Bio, is listed on the Shenzhen Stock Exchange under the stock code 000403 Company Basic Information | Metric | Content | | :--- | :--- | | Stock Ticker | Pailin Bio | | Stock Code | 000403 | | Listing Exchange | Shenzhen Stock Exchange | | Chinese Name | Pason Shuanglin Bio-pharmacy Co, Ltd | | Legal Representative | Fu Shaolan | | Registered Address | Room 3004, Sunshine City Global Financial Center, No 8 Changxing South Street, Jinyuan District, Taiyuan City, Shanxi Province | | Office Address | No 1 Xinfeng East Road, Donghai Island, Dongjian Town, Mazhang District, Zhanjiang City, Guangdong Province | Contact Persons and Methods This section provides contact details for the company's Board Secretary and Securities Affairs Representative for investor communication Company Contact Information | Position | Name | Contact Address | Phone | Fax | Email | | :--- | :--- | :--- | :--- | :--- | :--- | | Board Secretary | Zhao Yulin | No 1 Xinfeng East Road, Donghai Island, Dongjian Town, Mazhang District, Zhanjiang City, Guangdong Province | 0759-2931218 | 0759-2931213 | ir@slbiop.com | | Securities Affairs Representative | Zou Yedan | No 1 Xinfeng East Road, Donghai Island, Dongjian Town, Mazhang District, Zhanjiang City, Guangdong Province | 0759-2931218 | 0759-2931213 | ir@slbiop.com | Information Disclosure and Document Depository The company's annual report is disclosed on the Shenzhen Stock Exchange website and CNINFO, and is available at the company's securities department - The stock exchange website for the company's annual report disclosure is the Shenzhen Stock Exchange (http://www.szse.cn)[9](index=9&type=chunk) - The media and website for the company's annual report disclosure are "Securities Times" and CNINFO (http://www.cninfo.com.cn)[9](index=9&type=chunk) - The company's annual report is kept at the company's securities department[9] Registration Changes The company's principal business has evolved to focus on blood products, with the controlling shareholder changing most recently in 2018 - The company's main business has shifted from wheel loaders, plastic packaging printing, and thermal power generation to the research, development, production, and sales of blood products[10] - Previous controlling shareholders include Yichun Construction Machinery Group (1996), 999 Enterprise Group (1998), 999 Pharmaceutical Co, Ltd (2002), Zhenxing Group Co, Ltd (2007), and Hangzhou ZMIMT Tianhong Investment Partnership (Limited Partnership) (2018)[10] Other Relevant Information The company engaged DaHua Certified Public Accountants for auditing and Guotai Junan Securities as its financial advisor for 2021-2022 Accounting Firm Information | Metric | Content | | :--- | :--- | | Accounting Firm Name | DaHua Certified Public Accountants (Special General Partnership) | | Office Address | 12/F, Building 7, No 16 West Fourth Ring Middle Road, Haidian District, Beijing | | Signing Accountants | Song Wanchun, Li Yingqing | Financial Advisor Information | Financial Advisor Name | Office Address | Sponsoring Representatives | Continuous Supervision Period | | :--- | :--- | :--- | :--- | | Guotai Junan Securities Co, Ltd | 618 Shangcheng Road, China (Shanghai) Pilot Free Trade Zone | Wang Jiaying, Wu Bo | 2021, 2022 | Key Accounting Data and Financial Indicators In 2021, revenue and net profit attributable to shareholders grew significantly by 87.80% and 110.29% respectively 2021 Key Financial Data and Year-over-Year Changes | Indicator | 2021 (CNY) | 2020 (CNY) | YoY Change | | :--- | :--- | :--- | :--- | | Operating Revenue | 1,971,734,315.85 | 1,049,937,691.40 | 87.80% | | Net Profit Attributable to Shareholders | 391,063,978.44 | 185,965,308.33 | 110.29% | | Net Profit Attributable to Shareholders (Excluding Non-recurring Items) | 259,582,414.91 | 160,806,799.79 | 61.43% | | Net Cash Flow from Operating Activities | 408,218,063.31 | 194,839,665.96 | 109.51% | | Basic Earnings per Share (CNY/share) | 0.5543 | 0.3797 | 45.98% | | Diluted Earnings per Share (CNY/share) | 0.5530 | 0.3793 | 45.79% | | Weighted Average Return on Equity | 7.03% | 21.16% | -14.13% | Year-end 2021 Asset and Liability Data and Year-over-Year Changes | Indicator | Year-end 2021 (CNY) | Beginning of 2021 (CNY) | YoY Change | | :--- | :--- | :--- | :--- | | Total Assets | 7,087,797,976.53 | 1,679,727,538.75 | 321.96% | | Net Assets Attributable to Shareholders | 6,325,664,039.04 | 965,316,161.64 | 555.29% | Differences in Accounting Data under Domestic and Foreign Accounting Standards No discrepancies exist between net profit and net assets disclosed under Chinese accounting standards versus international or foreign accounting standards - During the reporting period, there were no discrepancies in net profit and net assets between financial reports disclosed under IFRS and Chinese Accounting Standards[15] - During the reporting period, there were no discrepancies in net profit and net assets between financial reports disclosed under foreign accounting standards and Chinese Accounting Standards[16] Quarterly Key Financial Indicators Revenue and net profit showed a sequential growth trend throughout 2021, with operating cash flow increasing significantly in the fourth quarter 2021 Quarterly Key Financial Indicators (Unit: CNY) | Indicator | Q1 | Q2 | Q3 | Q4 | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 284,858,855.29 | 505,765,511.11 | 551,578,240.69 | 629,531,708.76 | | Net Profit Attributable to Shareholders | 56,401,730.11 | 119,554,069.98 | 127,951,980.72 | 87,156,197.63 | | Net Profit Attributable to Shareholders (Excluding Non-recurring Items) | 44,162,766.82 | 103,727,786.11 | 111,964,916.36 | -273,054.38 | | Net Cash Flow from Operating Activities | 27,098,832.42 | 77,370,534.66 | 104,016,970.79 | 199,731,725.44 | Non-recurring Profit and Loss Items and Amounts Non-recurring profit and loss totaled CNY 131 million in 2021, primarily from gains on fair value changes of financial assets 2021 Non-recurring Profit and Loss Items and Amounts (Unit: CNY) | Item | 2021 Amount | | :--- | :--- | | Gain/Loss on Disposal of Non-current Assets | -219,681.84 | | Government Grants Recognized in Current Profit or Loss | 10,159,725.92 | | Capital Occupation Fees from Non-financial Enterprises Recognized in Current Profit or Loss | 45,900,714.90 | | Fair Value Change Gains/Losses and Investment Income from Trading Financial Assets | 77,909,069.13 | | Other Non-operating Income and Expenses | -1,930,359.39 | | Other P/L Items Meeting the Definition of Non-recurring P/L | 911,704.13 | | Less: Income Tax Impact | 1,285,282.34 | | Minority Interest Impact (After Tax) | -35,673.02 | | Total | 131,481,563.53 | - Other profit and loss items that meet the definition of non-recurring items are mainly refunds of individual income tax handling fees[19] Management Discussion and Analysis Industry Overview during the Reporting Period The blood products industry is highly regulated with scarce raw materials, and the company is entering the top tier with an expected plasma collection volume exceeding 1,000 tons - The blood products industry is highly regulated, with no new production enterprises approved since 2001, leaving only 28 qualified manufacturers[22] - Raw plasma is scarce and irreplaceable; China's collection volume accounts for only about 16% of the global total, with approximately 9,455 tons collected in 2021, far below the actual demand of 14,000 tons[24][25] - Industry concentration is increasing, with a competitive landscape led by a top tier including Tantanbio, Shanghai RAAS, Hualan Bio, Taibang Bio, and Pailin Bio[28] Blood Products Industry Fundamentals and Development Trends Blood products are strategic national resources, with the global market expected to exceed $47.7 billion by 2027 amid long-term domestic supply shortages - Blood products are a sub-sector of the biological products industry, using healthy human plasma as raw material, and play an irreplaceable role in medical emergencies and the prevention and treatment of specific diseases[21] - The global blood products market was valued at approximately $39 billion in 2020 and is expected to exceed $47.7 billion by 2027[21] - China's blood products industry has long been in a state of short supply; in 2021, the total plasma collection volume was about 9,455 tons, far below the actual demand of 14,000 tons[25] - The future market has significant growth potential, with immunoglobulin and coagulation factor products driving industry growth, and the variety of products is expected to increase with technological advancements[26][27] Company's Industry Position Through strategic acquisitions and partnerships, the company now ranks among the top three in the industry with 10 product varieties and 38 plasma stations - In December 2017, ZMIMT became the company's controlling shareholder through a tender offer, driving management reform and integration and introducing lean management concepts, leading to continuous improvement in operating performance[29] - In June 2020, the company signed a "Plasma Supply Cooperation Agreement" with Xinjiang Deyuan, stipulating an annual supply of no less than 180 tons of plasma[29] - On January 19, 2021, Paskfico became a wholly-owned subsidiary, increasing the company's total product varieties to 10 and plasma stations to 38, ranking it among the top three in the industry[29] - Through a combination of organic growth and external expansion, the company has achieved leapfrog development, with an expected plasma collection volume of over 1,000 tons in 2022, rapidly entering the top tier of blood product enterprises[29] Principal Business Activities during the Reporting Period The company's core business is blood products, with revenue and net profit growing 87.80% and 110.29% respectively in 2021 - The company's main business is the research, development, production, and sales of blood products, which are important national strategic reserve materials and emergency medicines for major diseases[30] - Guangdong Shuanglin and Paskfico have a total of 10 product varieties, including Human Albumin, Intravenous Immunoglobulin (pH4), Human Coagulation Factor VIII, and Human Fibrinogen[31][33] 2021 Key Financial Performance | Indicator | Amount (CNY 10,000) | YoY Growth | | :--- | :--- | :--- | | Operating Revenue | 197,173.43 | 87.80% | | Net Profit Attributable to Parent Company Shareholders | 39,106.40 | 110.29% | | Net Profit Attributable to Shareholders (Excluding Non-recurring Items) | 25,958.24 | 61.43% | Company's Principal Business The company's core business is the R&D, production, and sale of blood products, positioning it as a leading enterprise in the industry - The company's main business is the research, development, production, and sales of blood products, and it is one of the leading companies in the blood products industry[30] Main Products and Their Uses The company offers 10 blood product varieties across three major categories for various clinical treatments - Guangdong Shuanglin has 3 major categories and 7 varieties, while Paskfico has 3 major categories and 9 varieties, for a total of 10 product varieties, ranking among the top in the industry[31] - Main products include Human Albumin (for shock, edema, hypoproteinemia), Intravenous Immunoglobulin (for immunodeficiency, autoimmune diseases), and Human Coagulation Factor VIII (for hemophilia A and bleeding treatment)[31][32][33] Drivers of Operating Performance Growth Performance growth in 2021 was driven by increased plasma collection, optimized sales strategies, enhanced operational efficiency, and the consolidation of Paskfico - Plasma collection volume approached 900 tons through both organic growth and external expansion, ensuring sufficient raw material supply to meet market demand[34] - The sales side actively adjusted strategies and optimized the product mix, achieving both volume and price increases in the domestic market and significant breakthroughs in overseas exports[34] - Deepened operational reforms and enhanced refined management led to cost reduction and efficiency improvement, with stable or increased product yields, lower production costs, and significantly increased financial income[34] - The strategic consolidation of Paskfico contributed significantly, with Paskfico achieving operating revenue of CNY 673.5 million in 2021, a year-on-year increase of 39.70%[34] Core Competitiveness Analysis The company's core strengths lie in its quality management, significant plasma scale, leading R&D capabilities, brand recognition, and experienced management team - The company adheres to a "quality first" philosophy, with a comprehensive quality assurance system ensuring a 100% qualification rate for both self-inspected and submitted product batches[35] - Through organic growth and external expansion, the company has a total of 38 plasma stations, with a collection volume of nearly 900 tons in 2021 and an expected volume exceeding 1,000 tons in 2022, placing it in the industry's top tier[36] - The company possesses leading domestic R&D capabilities, with over 10 products in the pipeline, 59 authorized patents, and multiple postdoctoral workstations and engineering technology research centers[37] - The "Shuanglin" and "Paskfico" brands have established a strong reputation in the industry for their safe, stable, and efficient quality over many years[38] - Most core management team members have been with the company for over 20 years, possessing extensive industry management experience and strong capital operation capabilities that align with the company's "three-step" strategic development plan[39] Analysis of Principal Business In 2021, revenue grew 87.80% to CNY 1.97 billion, driven by the blood products segment, while R&D investment increased by 224.02% Overview This section provides an overview of the company's main business, which is the research, development, production, and sales of blood products - The company's main business is the research, development, production, and sales of blood products[40] Revenue and Costs Revenue in 2021 grew 87.80%, driven by the pharmaceutical (blood products) segment, which accounted for 99.73% of the total 2021 Operating Revenue Composition (Unit: CNY) | Category | 2021 Amount | % of Revenue | 2020 Amount | % of Revenue | YoY Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Total Operating Revenue | 1,971,734,315.85 | 100% | 1,049,937,691.40 | 100% | 87.80% | | Pharmaceutical Industry | 1,966,467,363.10 | 99.73% | 1,042,498,319.02 | 99.29% | 88.63% | | Blood Products | 1,966,467,363.10 | 99.73% | 1,042,498,319.02 | 99.29% | 88.63% | | Domestic Sales | 1,953,911,436.39 | 99.10% | 1,049,937,691.40 | 100.00% | 86.10% | | Foreign Sales | 17,822,879.46 | 0.90% | 0 | 0% | 100% | | Distribution Model | 1,651,840,410.16 | 83.78% | 730,747,279.53 | 69.60% | 126.05% | | Direct Sales Model | 319,893,905.69 | 16.22% | 319,190,411.87 | 30.40% | 0.22% | 2021 Operating Cost Composition (Unit: CNY) | Product Category | Item | 2021 Amount | % of Cost | 2020 Amount | % of Cost | YoY Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Blood Products | Direct Materials | 785,406,750.09 | 73.87% | 368,543,376.11 | 68.58% | 113.11% | | Blood Products | Auxiliary Materials | 51,933,497.98 | 4.88% | 25,150,417.91 | 4.68% | 106.49% | | Blood Products | Direct Labor | 22,664,621.07 | 2.13% | 17,582,797.89 | 3.28% | 28.90% | | Blood Products | Manufacturing Expenses | 191,951,765.63 | 18.05% | 117,593,058.87 | 21.88% | 63.23% | | Blood Products | Logistics and Transportation Fees | 11,352,514.08 | 1.07% | 8,488,304.94 | 1.58% | 33.74% | - During the reporting period, the company completed the strategic reorganization of Paskfico, and Paskfico, its subsidiaries, and Qidu Investment were included in the consolidated financial statements from February 1, 2021; additionally, Hainan Shuanglin Biomedical Consulting Co, Ltd and Shuanglin Bio (Hong Kong) Co, Ltd were newly established[46] - The strategic cooperation with Xinjiang Deyuan progressed well, with the supply of qualified plasma exceeding 180 tons in 2021, effectively boosting the company's operating performance[44] Expenses Sales and administrative expenses increased due to business growth and consolidation, while financial expenses decreased significantly due to higher interest income 2021 Key Expense Changes (Unit: CNY) | Item | 2021 Amount | 2020 Amount | YoY Change | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Selling Expenses | 229,270,324.71 | 158,623,570.23 | 44.54% | Due to sales growth and consolidation of Paskfico's selling expenses | | Administrative Expenses | 189,726,791.91 | 117,533,638.19 | 61.42% | Due to consolidation of Paskfico's administrative expenses | | Financial Expenses | -45,777,459.96 | 1,069,322.15 | -4,380.98% | Due to increased interest income from Xinjiang Deyuan and cash management of raised funds, and reduced interest expense on borrowings | | R&D Expenses | 35,629,799.32 | 10,996,253.91 | 224.02% | Due to increased investment in R&D projects and consolidation of Paskfico | R&D Investment R&D investment in 2021 totaled CNY 63.40 million, a 146.23% increase, reflecting the company's focus on new product development 2021 R&D Investment | Indicator | 2021 | 2020 | Change | | :--- | :--- | :--- | :--- | | R&D Investment Amount (CNY) | 63,402,673.73 | 25,749,756.89 | 146.23% | | R&D Investment as % of Revenue | 3.22% | 2.45% | 0.77% | | Capitalized R&D Investment (CNY) | 27,772,874.41 | 14,753,502.98 | 88.25% | | Capitalized R&D as % of Total R&D | 43.80% | 57.30% | -13.50% | 2021 R&D Personnel Composition | Indicator | 2021 (Persons) | 2020 (Persons) | Change | | :--- | :--- | :--- | :--- | | Number of R&D Personnel | 167 | 80 | 108.75% | | R&D Personnel as % of Total Employees | 13.76% | 8.87% | 4.89% | | Master's Degree | 16 | 7 | 128.57% | | Bachelor's Degree | 131 | 67 | 95.52% | | Associate Degree and Below | 20 | 6 | 233.33% | - Key R&D projects include Human Prothrombin Complex (clinical trials completed, production application submitted), Human Fibrin Sealant (clinical trial phase), and Human Fibrinogen (clinical trials completed, production application planned), aiming to enrich the product line and increase net profit per ton of plasma[53][54] Cash Flow Operating cash flow increased by 109.51% due to sales growth, while financing cash flow surged due to the receipt of raised funds 2021 Key Cash Flow Indicators (Unit: CNY) | Item | 2021 | 2020 | YoY Change | | :--- | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 408,218,063.31 | 194,839,665.96 | 109.51% | | Net Cash Flow from Investing Activities | -678,276,894.50 | -302,807,381.38 | -124.00% | | Net Cash Flow from Financing Activities | 1,055,808,430.73 | 96,661,499.63 | 992.27% | | Net Increase in Cash and Cash Equivalents | 785,521,140.43 | -11,306,215.79 | 7047.69% | - The increase in net operating cash flow was mainly due to sales growth and the consolidation of the subsidiary Paskfico[57] - The decrease in net investing cash flow was mainly due to the purchase of wealth management products with idle funds and the payment for the strategic cooperation with Xinjiang Deyuan[57] - The increase in net financing cash flow was mainly due to the receipt of raised funds[57] Analysis of Non-Principal Business Non-principal business activities significantly impacted profit, with fair value changes contributing 16.20% and asset impairment losses reducing it by 22.64% 2021 Impact of Non-Principal Business on Total Profit (Unit: CNY) | Item | Amount | % of Total Profit | Reason | | :--- | :--- | :--- | :--- | | Investment Income | 3,701,013.45 | 0.81% | Mainly from wealth management product income | | Fair Value Change Gains/Losses | 74,208,055.68 | 16.20% | Mainly from performance compensation from former shareholders of Paskfico and partners of Qidu Investment, and fair value changes of wealth management products | | Asset Impairment | -103,678,889.44 | -22.64% | Mainly from goodwill impairment loss | | Non-operating Income | 535,626.32 | 0.12% | Mainly from write-offs of accounts payable | | Non-operating Expenses | 2,951,936.66 | 0.64% | Mainly from litigation compensation expenses | Analysis of Assets and Liabilities Total assets grew 321.96% in 2021, driven by the consolidation of Paskfico and an increase in cash from fundraising activities Major Changes in Asset Composition at Year-end 2021 (Unit: CNY) | Item | Year-end 2021 Amount | % of Total Assets | Beginning of 2021 Amount | % of Total Assets | Change in % | Reason for Major Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Cash and Bank Balances | 885,672,718.05 | 12.50% | 102,827,084.56 | 6.12% | 6.38% | Mainly due to newly raised funds from the restructuring project | | Accounts Receivable | 535,379,160.04 | 7.55% | 277,491,449.06 | 16.52% | -8.97% | Mainly due to the consolidation of Paskfico's accounts receivable | | Inventories | 738,968,307.57 | 10.43% | 441,760,645.31 | 26.30% | -15.87% | Mainly due to the consolidation of Paskfico's inventories | | Fixed Assets | 739,735,698.95 | 10.44% | 350,239,853.81 | 20.85% | -10.41% | Mainly due to the consolidation of Paskfico's fixed assets | | Construction in Progress | 334,375,687.03 | 4.72% | 32,731,755.00 | 1.95% | 2.77% | Mainly due to increased construction of plasma collection stations | | Short-term Borrowings | 113,519,431.39 | 1.60% | 332,406,192.97 | 19.79% | -18.19% | Mainly due to the repayment of bank loans | | Contract Liabilities | 11,541,924.31 | 0.16% | 5,198,580.00 | 0.31% | -0.15% | Mainly due to an increase in advance payments from customers | | Long-term Borrowings | 0 | 0.00% | 20,022,027.78 | 1.19% | -1.19% | Mainly due to the repayment of bank loans | - As of the end of the reporting period, details on restricted assets can be found in Note VI/56 of the financial report, "Assets with Restricted Ownership or Use Rights"[61] Investment Status Analysis The company completed the acquisition of 100% equity in Paskfico and raised CNY 1.6 billion, of which CNY 1.03 billion has been utilized Major Equity Investments during the Reporting Period (Unit: CNY) | Investee Company Name | Main Business | Investment Method | Investment Amount | Shareholding Ratio | Progress as of Balance Sheet Date | | :--- | :--- | :--- | :--- | :--- | :--- | | Paskfico | Blood Products | Acquisition | 334,700 | 100% | Business registration transfer completed | - The company acquired an 87.39% stake in Paskfico and 100% of the property share of Qidu Investment through the issuance of shares and payment of cash, resulting in the company holding 100% of Paskfico's equity directly and indirectly[63] Overall Use of Raised Funds (Unit: CNY 10,000) | Year of Fundraising | Method of Fundraising | Total Funds Raised | Funds Used This Period | Cumulative Funds Used | Unused Funds | Use and Location of Unused Funds | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | 2021 | Private Placement | 160,000 | 103,121.55 | 103,121.55 | 36,378.45 | Held in special accounts for cash management | Committed Investment Projects for Raised Funds (Unit: CNY 10,000) | Committed Investment Project | Total Committed Investment | Cumulative Investment by Period End | Investment Progress by Period End | | :--- | :--- | :--- | :--- | | New Construction and Relocation of Plasma Collection Stations | 25,000 | 21,755.55 | 87.02% | | New Product R&D Project | 35,000 | 0 | 0.00% | | Information System Construction Project | 15,000 | 450 | 3.00% | | Supplementing Working Capital and Repaying Debt for the Company and Target Company | 80,000 | 78,000 | 97.50% | | Payment of Transaction-related Taxes and Intermediary Fees | 5,000 | 2,916 | 58.32% | Sale of Major Assets and Equity No major assets or equity were sold during the reporting period - The company did not sell any major assets during the reporting period[72] - The company did not sell any major equity during the reporting period[72] Analysis of Major Holding and Participating Companies Key subsidiaries Guangdong Shuanglin and Paskfico performed well in 2021, with Paskfico's consolidation positively impacting overall company performance Financial Data of Major Holding and Participating Companies (Unit: CNY) | Company Name | Company Type | Main Business | Registered Capital | Total Assets | Net Assets | Operating Revenue | Operating Profit | Net Profit | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Guangdong Shuanglin | Subsidiary | R&D, production, and sales of blood products | 1,039,600,000 | 2,026,776,926.79 | 1,681,265,242.60 | 1,321,722,926.74 | 359,022,341.37 | 307,397,930.84 | | Paskfico | Subsidiary | R&D, production, and sales of blood products | 80,871,606 | 1,471,161,539.11 | 609,746,544.20 | 650,011,389.11 | 133,074,999.60 | 106,901,732.60 | - Paskfico was acquired through a business combination not under common control; its net profit for the period was CNY 106,901,732.60, which had a positive impact on the company's overall operations and performance[74] 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[75] Future Development Outlook The company aims to become a leading biotech enterprise through a "three-step" strategy focused on internal growth, resource integration, and high-tech R&D - Strategic Vision: To become a leading enterprise in the biotechnology industry[75] - "Three-Step" Strategic Development Plan: In the short term, achieve organic growth through internal potential; in the medium term, expand high-quality plasma station resources and integrate industry resources; in the long term, extend to both ends of the blood collection and use industry chain, focusing on R&D and industrialization of high-tech biological products[75][76] - 2022 Business Plan: Includes increasing blood source expansion, strengthening marketing management reform, accelerating new product R&D, strictly adhering to production quality and safety, enhancing operational excellence, and promoting strategic synergy[77][78][79][80][81][82][83] - Potential Risks: The company may face risks related to national regulatory policies, insufficient raw material supply, market competition, and product R&D[84][85][86][87][88] - The company will strictly comply with laws and regulations, improve its corporate governance structure, strengthen its internal control system, and develop solutions to effectively prevent and control various risks[89] Investor Relations Activities during the Reporting Period The company hosted an on-site visit for institutional investors in Zhanjiang on October 20, 2021, to discuss its business operations Investor Relations Activities during the Reporting Period | Date | Location | Method | Type of Visitor | Main Topics Discussed and Materials Provided | Index of Survey Details | | :--- | :--- | :--- | :--- | :--- | :--- | | October 20, 2021 | Zhanjiang | On-site visit | Institution | Company's production and operation status | CNINFO "Pailin Bio: Investor Relations Activity Record Form for October 20, 2021" (No: [2021]003) | Corporate Governance Basic Situation of Corporate Governance In 2021, the company maintained a sound corporate governance structure in compliance with regulations, ensuring effective checks and balances - The company strictly adheres to the "Company Law," "Securities Law," "Shenzhen Stock Exchange Listing Rules," and other requirements, continuously improving its corporate governance structure and forming an effective system of checks and balances among decision-making, supervisory, and executive bodies[91] - The procedures for convening and holding shareholder meetings are standardized, and the Board of Directors and Supervisory Committee operate independently, with independent directors playing a balancing role[91] - Information disclosure is truthful, accurate, complete, timely, and fair, and the company strictly implements the "Insider Information Registration System"[91] Company's Independence from Controlling Shareholder and Actual Controller The company operates independently from its controlling shareholder in terms of personnel, assets, finances, organization, and business - Personnel: The company has an independent personnel management system and salary management system; labor, personnel, and wage management are all handled uniformly by the company[93] - Assets: The company has an independent production and operation system, with complete and well-maintained operating assets with clear ownership, including independent production equipment, buildings, and intangible assets[93] - Finances: The company has a standardized financial accounting system, with an independent finance department, full-time accounting staff, an independent accounting system, and independently opened bank accounts and tax payments[93] - Organization: The company's Board of Directors, Supervisory Committee, and other internal departments operate independently, exercise management rights independently, and have independent office premises[93] - Business: As an independent legal entity, the company has a complete and independent business and autonomous management capabilities, with no horizontal competition with its controlling shareholder and its affiliated enterprises[93] Horizontal Competition No horizontal competition existed during the reporting period - The company had no horizontal competition during the reporting period[94] Annual and Extraordinary General Meetings Held during the Reporting Period In 2021, the company held one annual general meeting and four extraordinary general meetings, with all resolutions duly disclosed 2021 General Meetings | Meeting Session | Meeting Type | Investor Participation Rate | Meeting Date | Disclosure Date | | :--- | :--- | :--- | :--- | :--- | | First Extraordinary General Meeting of 2021 | Extraordinary General Meeting | 60.07% | March 23, 2021 | March 24, 2021 | | Second Extraordinary General Meeting of 2021 | Extraordinary General Meeting | 58.57% | April 02, 2021 | April 03, 2021 | | 2020 Annual General Meeting | Annual General Meeting | 58.60% | May 10, 2021 | May 11, 2021 | | Third Extraordinary General Meeting of 2021 | Extraordinary General Meeting | 58.73% | June 16, 2021 | June 17, 2021 | | Fourth Extraordinary General Meeting of 2021 | Extraordinary General Meeting | 53.70% | September 13, 2021 | September 14, 2021 | Directors, Supervisors, and Senior Management The management team remained stable, with some members increasing their shareholdings; total executive compensation was CNY 25.86 million Shareholding Changes of Selected Directors, Supervisors, and Senior Management (Unit: Shares) | Name | Position | Shares at Beginning of Period | Shares Increased This Period | Other Changes | Shares at End of Period | | :--- | :--- | :--- | :--- | :--- | :--- | | Yuan Huagang | Director, General Manager | 349,979 | 106,100 | -7,350 | 448,729 | | Huang Lingmou | Director | 349,979 | 207,644 | -7,350 | 550,273 | | Luo Jun | Director | 179,476 | 50,074 | -3,769 | 225,781 | | Wu Di | Director, Deputy General Manager | 0 | 125,634 | 0 | 845,272 | | Zhou Guanxin | Chairman of the Supervisory Committee | 0 | 53,900 | 0 | 53,900 | | Wang Zhibo | Deputy General Manager | 125,634 | 5,600 | -2,638 | 128,596 | | Yang Bin | Deputy General Manager | 125,634 | 5,400 | -2,638 | 128,396 | | Zhao Yulin | Board Secretary | 125,634 | 14,000 | -2,638 | 136,996 | | Wang Yehong | CFO | 53,843 | 20,922 | -1,131 | 73,634 | - Mr Wang Weizheng resigned as a supervisor for personal reasons on August 21, 2021, and Mr Dong Yang was elected as a supervisor[100] - Mr Huang Lingmou resigned as General Manager for personal reasons on March 12, 2022, and Mr Yuan Huagang was appointed as the new General Manager[101] - In 2021, the total annual remuneration for directors, supervisors, and senior management who received compensation was CNY 25.86 million[115][117] Performance of Directors during the Reporting Period The Board of Directors held nine meetings during the reporting period, with all directors actively fulfilling their duties 2021 Board of Directors Meetings | Meeting Session | Meeting Date | Disclosure Date | | :--- | :--- | :--- | | 34th Meeting of the 8th Board of Directors | January 25, 2021 | January 26, 2021 | | 35th Meeting of the 8th Board of Directors | February 28, 2021 | March 02, 2021 | | 36th Meeting of the 8th Board of Directors | March 08, 2021 | March 09, 2021 | | 37th Meeting of the 8th Board of Directors | March 17, 2021 | March 18, 2021 | | 1st Meeting of the 9th Board of Directors | March 26, 2021 | March 27, 2021 | | 2nd Meeting of the 9th Board of Directors | April 01, 2021 | April 02, 2021 | | 3rd Meeting of the 9th Board of Directors | April 09, 2021 | April 10, 2021 | | 4th Meeting of the 9th Board of Directors | April 19, 2021 | April 20, 2021 | | 5th Meeting of the 9th Board of Directors | April 27, 2021 | April 29, 2021 | | 6th Meeting of the 9th Board of Directors | May 31, 2021 | June 01, 2021 | | 7th Meeting of the 9th Board of Directors | August 26, 2021 | August 28, 2021 | | 8th Meeting of the 9th Board of Directors | October 19, 2021 | October 20, 2021 | | 9th Meeting of the 9th Board of Directors | November 18, 2021 | November 19, 2021 | - Directors Luo Jun, Zhang Huagang, and independent director He Qing suggested adding the position of Vice Chairman when reviewing the "Proposal on Amending the Articles of Association," and the company has implemented this based on the board's resolution[122] Performance of Board Committees during the Reporting Period Board committees fulfilled their duties by reviewing key matters such as board elections, executive appointments, and equity incentive plans - The Nomination Committee held 2 meetings to review proposals on the early re-election of the Board of Directors and the appointment of senior management[123][124] - The Remuneration and Appraisal Committee held 3 meetings to review proposals on adjusting independent director stipends, granting reserved stock options and restricted stocks, and the fulfillment of conditions for the first grant's exercise/unlocking and repurchase/cancellation[124] - The Audit Committee held 4 meetings to review the annual report, final financial accounts, reappointment of the audit firm, changes in accounting policies and estimates, and quarterly reports[124] Supervisory Committee's Work The Supervisory Committee found no risks during its oversight activities and raised no objections to the matters reviewed - The Supervisory Committee did not identify any risks in the company during its oversight activities in the reporting period[125] - The Supervisory Committee had no objections to the matters under its supervision during the reporting period[125] Employee Situation As of year-end, the company had 1,627 employees, with technical staff forming the largest group Employee Numbers and Composition at Year-end 2021 | Metric | Number (Persons) | | :--- | :--- | | Total Number of Employees at End of Reporting Period | 1,627 | | Total Number of Employees Receiving Salary During the Period | 1,627 | | Production Personnel | 230 | | Sales Personnel | 68 | | Technical Personnel | 857 | | Finance Personnel | 56 | | Administrative Personnel | 112 | | Other Personnel | 304 | | Bachelor's Degree or Above | 483 | | Associate Degree | 575 | | Other | 569 | - The company's compensation policy is based on national labor regulations and the company's actual situation, determining employee salaries based on job value, performance, seniority, education, and skills, with dynamic adjustments[128] - The company has established a comprehensive training system, primarily conducting industry-specific and management-related knowledge training to enhance employees' professional knowledge and skills[129] Profit Distribution and Capitalization of Capital Reserves The proposed 2021 profit distribution is a cash dividend of CNY 0.56 per 10 shares, with no bonus shares or capitalization of reserves - In 2020, the parent company's undistributed profit was CNY 39,623,760.11; no profit distribution was made due to the company's operational needs and future development plans[131] 2021 Profit Distribution and Capitalization of Capital Reserves | Metric | Value | | :--- | :--- | | Bonus Shares per 10 Shares (shares) | 0 | | Dividend per 10 Shares (CNY) (tax inclusive) | 0.56 | | Share Base for Distribution Plan (shares) | 732,970,308 | | Cash Dividend Amount (CNY) (tax inclusive) | 41,046,337.25 | | Distributable Profit (CNY) | 105,270,550.98 | | Ratio of Cash Dividend to Total Profit Distribution | 100% | - The profit distribution plan is determined based on the lower of the distributable profits in the consolidated and parent company financial statements[133] Implementation of Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentives The company implemented its 2020 stock option and restricted stock incentive plan, completing the grant of reserved equity during the period - In May 2020, the company approved the "2020 Stock Option and Restricted Stock Incentive Plan (Draft)" and completed the initial grant registration in June 2020[136][137] - In April 2021, the company granted 421,770 stock options and 421,770 restricted shares to 7 incentive recipients, completing the reserved grant registration in June 2021[138] - In May 2021, the company processed the exercise/unlocking for the first period of the initial grant, involving 886,305 stock options and 888,808 restricted shares[139] - Concurrently, the company canceled 147,475 stock options and repurchased and canceled 134,203 restricted shares[139] Equity Incentives Granted to Directors and Senior Management (Unit: Shares) | Name | Position | Stock Options at Start of Year | New Stock Options Granted | Options Exercised in Period | Stock Options at End of Year | Restricted Shares at Start of Year | Shares Unlocked in Period | New Restricted Shares Granted | Restricted Shares at End of Year | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Yuan Huagang | Director, General Manager | 349,979 | 0 | 50,000 | 292,629 | 349,979 | 97,644 | 0 | 334,709 | | Huang Lingmou | Director | 349,979 | 0 | 97,644 | 244,985 | 349,979 | 97,644 | 0 | 410,867 | | Luo Jun | Director | 179,476 | 0 | 50,074 | 125,633 | 179,476 | 50,074 | 0 | 168,393 | | Wu Di | Director, Deputy General Manager | 0 | 125,634 | 0 | 125,634 | 0 | 0 | 125,634 | 839,372 | | Wang Zhibo | Deputy General Manager | 125,634 | 0 | 0 | 122,996 | 125,634 | 35,052 | 0 | 95,787 | | Yang Bin | Deputy General Manager | 125,634 | 0 | 0 | 122,996 | 125,634 | 35,052 | 0 | 95,637 | | Zhao Yulin | Board Secretary | 125,634 | 0 | 8,000 | 114,996 | 125,634 | 35,052 | 0 | 102,087 | | Wang Yehong | CFO | 53,843 | 0 | 15,022 | 37,690 | 53,843 | 15,022 | 0 | 54,942 | Construction and Implementation of Internal Control System during the Reporting Period The company maintained a sound internal control system, effectively mitigating operational risks, and integrated Paskfico's controls post-acquisition - The company has established a sound corporate governance structure, forming a decision-making and operational system with the shareholders' meeting, board of directors, supervisory committee, and management as its main components[143] - The allocation of responsibilities and business processes among the company's functional departments are clear and reasonable, creating a working mechanism where each performs its duties with mutual checks and coordination[143] - After the consolidation of Paskfico, the company completed the re-election of its board of directors, supervisory committee, and senior management, revised relevant management systems of the listed company, and strengthened internal control management[144] Management and Control of Subsidiaries during the Reporting Period The company has established and disclosed a "Subsidiary Management Policy" to standardize the management and control of its subsidiaries - The company has formulated and disclosed the "Subsidiary Management Policy," which standardizes the management and control of subsidiaries at the institutional level to ensure their standardized, efficient, and orderly operation[145] Internal Control Self-Evaluation Report or Internal Control Audit Report The 2021 internal control evaluation found no material weaknesses, and the auditor issued a standard unqualified opinion Key Information of the Internal Control Evaluation Report | Metric | Content | | :--- | :--- | | Full Disclosure Date of Evaluation Report | April 30, 2022 | | Ratio of Total Assets of Units Included in Evaluation Scope to Consolidated Total Assets | 100.00% | | Ratio of Operating Revenue of Units Included in Evaluation Scope to Consolidated Operating Revenue | 100.00% | | Number of Material Weaknesses in Financial Reporting (count) | 0 | | Number of Material Weaknesses in Non-Financial Reporting (count) | 0 | | Number of Significant Deficiencies in Financial Reporting (count) | 0 | | Number of Significant Deficiencies in Non-Financial Reporting (count) | 0 | - The accounting firm issued a standard unqualified opinion internal control audit report, stating that the company maintained effective internal control over financial reporting in all material respects[148] - The internal control audit report issued by the accounting firm is consistent with the self-evaluation report of the Board of Directors[148] Rectification of Issues Found in the Special Action on Corporate Governance Self-Inspection The company has rectified self-identified governance issues, including amending its articles to mandate cumulative voting for director elections - Issue 1: The company did not mandate the cumulative voting system for the election of directors and supervisors. Rectification Status: Completed. The company held an extraordinary general meeting on March 21, 2022, to amend the "Articles of Association" to ensure consistency with regulatory guidelines[149] - Issue 2: An independent director did not personally attend a board meeting. Rectification Status: No rectification needed. The independent director had delegated their voting rights, and the company will continue to strictly enforce attendance rules[150] - Issue 3: The 2018 internal control audit report was an unqualified opinion with an emphasis of matter paragraph. Rectification Status: Completed. The auditors issued standard unqualified opinion reports for 2019, 2020, and 2021[150] Environmental and Social Responsibility Major Environmental Issues The company is not classified as a key pollutant-discharging unit and has maintained compliance with all environmental regulations - The company and its subsidiaries are not listed as key pollutant-discharging units by environmental protection authorities and received no administrative penalties for environmental issues during the reporting period[151][152] - The company has obtained a "Pollutant Discharge Permit," equipped its facilities with wastewater and exhaust gas treatment systems, and implemented noise reduction measures, with solid waste handled by professional companies[152] - The company regularly commissions qualified institutions for monitoring according to its self-monitoring plan to ensure that wastewater, exhaust gas, and other emissions meet standards[152] - The company has formulated an "Emergency Plan for Environmental Incidents" and filed it with the local ecological environment authority; all completed projects have undergone environmental impact assessments and passed inspections as required[153] Social Responsibility The company actively fulfills its social responsibilities, focusing on protecting stakeholder interests and contributing to public welfare - The company's strategic mission is "to achieve win-win cooperation with customers, share achievements with employees, create value for shareholders, and contribute to society"[155] - Shareholder Rights Protection: Improving corporate governance, safeguarding the rights of all shareholders and creditors, and ensuring that information disclosure is true, accurate, complete, timely, and fair[156] - Employee Rights Protection: Adhering to a talent philosophy of "emphasizing ability, encouraging creativity, and sharing development," establishing labor regulations in accordance with the law, focusing on welfare benefits, and valuing training and development[157] - Supplier and Customer Rights Protection: Adhering to the principles of integrity, mutual benefit, and building strategic partnerships to improve service quality and protect legal rights[158] - Environmental Protection and Sustainable Development: Strictly complying with environmental laws and regulations, focusing on comprehensive resource utilization, and fulfilling low-carbon social responsibilities through management and technological innovation[159] - Public Welfare: As a key enterprise in the production of pandemic prevention and control materials, the company ensures the production and supply of its products and actively promotes the export of anti-pandemic drugs[160] Significant Matters Fulfillment of Commitments Paskfico's 2021 net profit fell short of its performance target, triggering compensation obligations from the committing parties - The controlling shareholder ZMIMT Tianhong and its parties acting in concert have committed to avoiding horizontal competition, standardizing related-party transactions, and strictly complying with relevant laws and regulations[162][163][166] - The counterparties in the reorganization, including Tongzhicheng Technology and Lanxiang Bio, committed that Paskfico's post-tax net profit for 2020-2023 would not be less than specific amounts and set lock-up periods for the subscribed shares[163][164][165] Paskfico's 2021 Performance Commitment Fulfillment (Unit: CNY 10,000) | Indicator | Forecasted Performance | Actual Performance | Reason for Not Meeting Forecast | | :--- | :--- | :--- | :--- | | 2021 Net Profit | 12,000 | 10,409 | Affected by multiple factors including the COVID-19 pandemic | - Paskfico's net profit attributable to the parent company after deducting non-recurring gains and losses for 2021 was CNY 104.09 million, which was lower than the committed net profit of CNY 120 million, triggering the performance compensation clause for the current period[171][597] - The performance commitment parties are expected to pay compensation of CNY 59,946,699.78 in cash and 359,312.26 shares of the listed company; the company has recognized a total of CNY 70,018,222.35 from the performance compensation cash and the fair value of the shares[598] - The company's goodwill impairment loss for 2021 amounted to CNY 103.18 million, primarily due to Paskfico's failure to meet its performance commitment[171] Non-operating Fund Occupation by Controlling Shareholder and Other Related Parties No non-operating funds were occupied by the controlling shareholder or other related parties during the reporting period - During the reporting period, there was no non-operating fund occupation of the listed company by the controlling shareholder and other related parties[172] 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[172] Board's Explanation on the Latest "Non-standard Audit Report" No non-standard audit report was issued for the reporting period - The company did not have a non-standard audit report for the reporting period[172] Explanation from the Board, Supervisory Committee, and Independent Directors on the "Non-standard Audit Report" for This Period The company's accounting firm did not issue a non-standard audit report for the reporting period - The company's accounting firm did not issue a non-standard opinion internal control audit report[172] Explanation of Changes in Accounting Policies, Estimates, or Correction of Major Accounting Errors Compared to the Previous Year's Financial Report The company adopted the new lease standard and changed several accounting estimates in 2021, with minimal impact on net profit - The company has implemented the "Enterprise Accounting Standard No 21 - Leases" revised by the Ministry of Finance in 2018, effective from January 1, 2021, unifying the accounting treatment for lessees under operating and finance leases[174][409] - Effective February 1, 2021, the company changed its accounting estimates for the measurement of expected credit losses on accounts receivable and other receivables, the depreciation period of fixed assets, the estimated useful life of intangible assets, and the amortization method for low-value consumables[175][416] - The changes in accounting policies and estimates had a minor impact on the company's net profit[175] Explanation of Changes in the Scope of Consolidation Compared to the Previous Year's Financial Report The scope of consolidation expanded in 2021 to include Paskfico and its subsidiaries following a strategic reorganization - The company completed the strategic reorganization of Paskfico, and Paskfico, its subsidiaries, and Qidu Investment were included in the consolidated financial statements from February 1, 2021[176] - Hainan Shuanglin Biomedical Consulting Co, Ltd and Shuanglin Bio (Hong Kong) Co, Ltd were newly established[176] Appointment and Dismissal of Accounting Firm The company reappointed DaHua Certified Public Accountants as its auditor for 2021 for a total fee of CNY 1.05 million Accounting Firm Appointment | Metric | Content