华森制药(002907) - 2021 Q4 - 年度财报

Important Notes, Table of Contents, and Definitions Important Notes The company's Board of Directors, Supervisory Board, and senior management guarantee the truthfulness, accuracy, and completeness of the annual report content, while also providing investment risk warnings for forward-looking statements - The company's Board of Directors, Supervisory Board, and senior management guarantee the truthfulness, accuracy, and completeness of the annual report, with no false records, misleading statements, or major omissions[3] - The company's 2021 profit distribution plan proposes a cash dividend of 0.50 yuan (tax inclusive) per 10 shares to all shareholders based on the total share capital on the record date, with no bonus shares or capital reserve conversions[4] Table of Contents This section lists the complete directory structure of the annual report, covering major chapters such as company profile, management discussion and analysis, corporate governance, environmental and social responsibility, significant matters, share changes, bond-related information, and financial reports Reference Documents List This section provides a list of reference documents for the annual report, including the original report signed by the chairman, financial statements, the original audit report, and all publicly disclosed company documents during the reporting period - Reference documents include the original text of the "2021 Annual Report" signed by the chairman, financial statements signed by the legal representative, the original audit report stamped by the accounting firm, and all original company documents publicly disclosed during the reporting period[10] Definitions This section defines key terms and abbreviations used in the report, covering company names, subsidiaries, partners, product types, regulatory bodies, industry policies, and professional terminology, to ensure clear understanding of the report content - The report defines company-related entities and core products such as "Pharscin Pharmaceutical," "Chengdu Dijian" (controlling shareholder), and "Five Major Exclusive Traditional Chinese Medicines" (Five Golden Flowers)[15] - Explanations are provided for pharmaceutical industry professional terms like FDA, EMA, GMP, ANDA, MAH, PCC, IND, as well as policy terms such as "volume-based procurement" and "4+7"[15][16] Company Profile and Key Financial Indicators Company Information This section provides the company's basic registration information, including stock abbreviation, code, listing exchange, Chinese and English names, legal representative, registered and office addresses, company website, and email address Company Basic Information | Indicator | Content | | :--- | :--- | | Stock Abbreviation | Huasen Pharmaceutical | | Stock Code | 002907 | | Listing Exchange | Shenzhen Stock Exchange | | Chinese Name | Chongqing Huasen Pharmaceutical Co, Ltd | | Legal Representative | You Hongtao | | Registered Address | Rongchang District Industrial Park, Chongqing | | Office Address | No 89, Huangshan Avenue Middle Section, Yubei District, Chongqing | | Company Website | http://www.pharscin.com | | Email | ir@pharscin.com | Contact Person and Information This section lists the name, contact address, telephone, fax, and email of the company's Board Secretary, facilitating communication for investors and relevant parties Board Secretary Contact Information | Position | Name | Contact Address | Phone | Fax | Email | | :--- | :--- | :--- | :--- | :--- | :--- | | Board Secretary | You Xuedan | No 89, Huangshan Avenue Middle Section, Yubei District, Chongqing | 023-67038855 | 023-67622903 | ir@pharscin.com | Information Disclosure and Placement Location This section specifies the company's annual report disclosure platforms and placement locations, ensuring transparency of information - The company's annual report is disclosed on the Shenzhen Stock Exchange website (www.szse.cn) and media outlets including China Securities Journal, Shanghai Securities News, Securities Daily, Securities Times, and Juchao Information Network (www.cninfo.com.cn)[20](index=20&type=chunk) - The company's annual report is available at No 89, Huangshan Avenue Middle Section, Yubei District, Chongqing[25] Registration Change Status During the reporting period, there were no changes in the company's organizational code, main business, or controlling shareholder - During the reporting period, there were no changes in the company's organizational code, main business, or previous controlling shareholders[23] Other Relevant Information This section discloses information about the accounting firm appointed by the company, including its name, office address, and the names of the signing accountants Accounting Firm Information | Indicator | Content | | :--- | :--- | | Accounting Firm Name | Da Hua Certified Public Accountants (Special General Partnership) | | Office Address | 1101, Building 7, No 16 Courtyard, Xisihuan Middle Road, Haidian District, Beijing | | Signing Accountants' Names | Chen Yingjie, Guan Defu | Key Accounting Data and Financial Indicators In 2021, the company's operating revenue decreased by 4.12% year-on-year, net profit attributable to shareholders decreased by 22.99%, and net cash flow from operating activities decreased by 27.09%, while total assets and net assets attributable to shareholders increased 2021 Key Accounting Data and Financial Indicators | Indicator | 2021 Amount (RMB) | 2020 Amount (RMB) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Operating Revenue | 846,141,123.48 | 882,474,476.57 | -4.12% | | Net Profit Attributable to Listed Company Shareholders | 91,780,358.79 | 119,187,200.42 | -22.99% | | Net Profit Attributable to Listed Company Shareholders After Deducting Non-Recurring Gains and Losses | 80,575,942.95 | 89,091,175.60 | -9.56% | | Net Cash Flow from Operating Activities | 82,850,659.92 | 113,637,988.98 | -27.09% | | Basic Earnings Per Share (RMB/share) | 0.2288 | 0.2974 | -23.07% | | Diluted Earnings Per Share (RMB/share) | 0.2288 | 0.2973 | -23.04% | | Weighted Average Return on Net Assets | 7.51% | 10.64% | -3.13% | | Total Assets (RMB) | 1,771,483,746.10 | 1,721,413,431.40 | 2.91% | | Net Assets Attributable to Listed Company Shareholders (RMB) | 1,265,920,183.66 | 1,181,821,616.82 | 7.12% | Differences in Accounting Data under Domestic and Overseas Accounting Standards During the reporting period, the company had no differences in net profit and net assets between financial reports disclosed under International Accounting Standards or overseas accounting standards and Chinese Accounting Standards - During the reporting period, the company had no differences in net profit and net assets between financial reports disclosed under International Accounting Standards and Chinese Accounting Standards[27] - During the reporting period, the company had no differences in net profit and net assets between financial reports disclosed under overseas accounting standards and Chinese Accounting Standards[28] Key Quarterly Financial Indicators This section presents the company's 2021 quarterly operating revenue, net profit attributable to shareholders, net profit after deducting non-recurring gains and losses, and net cash flow from operating activities, showing a negative non-recurring net profit in the fourth quarter 2021 Key Quarterly Financial Indicators (Unit: RMB) | Indicator | Q1 | Q2 | Q3 | Q4 | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 230,001,139.60 | 205,734,678.25 | 209,604,937.35 | 200,800,368.28 | | Net Profit Attributable to Listed Company Shareholders | 36,473,743.54 | 19,794,601.58 | 33,167,884.62 | 2,344,129.05 | | Net Profit Attributable to Listed Company Shareholders After Deducting Non-Recurring Gains and Losses | 35,346,886.09 | 17,699,385.44 | 31,402,031.52 | -3,872,360.10 | | Net Cash Flow from Operating Activities | 17,248,596.47 | 24,114,289.74 | 18,803,801.41 | 22,683,972.30 | Non-Recurring Gains and Losses Items and Amounts In 2021, the company's total non-recurring gains and losses amounted to 11,204,415.84 RMB, primarily from government subsidies, gains/losses from entrusted investments, and fair value changes 2021 Non-Recurring Gains and Losses Items and Amounts (Unit: RMB) | Item | 2021 Amount | 2020 Amount | 2019 Amount | Notes | | :--- | :--- | :--- | :--- | :--- | | Disposal gains and losses of non-current assets | -12,969.42 | 1,615.58 | | | | Government subsidies recognized in current profit or loss | 11,272,143.60 | 29,476,772.04 | 33,541,975.00 | Government subsidies directly recognized in other income and deferred income amortization | | Gains and losses from entrusted investments or asset management | 558,122.64 | | | | | Gains and losses from fair value changes and investment income | 986,029.98 | 6,069,022.44 | 3,045,157.66 | Includes wealth management investment income | | Other non-operating income and expenses | 172,648.79 | -389,058.71 | -269,773.15 | | | Other non-recurring gains and losses as defined | 205,814.81 | 240,985.82 | 16,050.78 | Handling fee refunds for withholding individual income tax | | Less: Income tax impact | 1,977,374.56 | 5,303,312.35 | 5,449,845.07 | | | Total | 11,204,415.84 | 30,096,024.82 | 30,883,565.22 | -- | Management Discussion and Analysis Industry Overview During the Reporting Period In 2021, China's pharmaceutical industry underwent profound changes with a surge in policies, focusing on medical insurance cost control and innovation, while traditional Chinese medicine gained national strategic importance - In 2021, China's pharmaceutical industry issued over 500 policies, with drug-related policies accounting for 58%, medical policies 18%, and medical insurance policies 19%[39] - Generic drug volume-based procurement became normalized, with average price reductions of 52%, 56%, and 48%, emphasizing first-generic capability, API-formulation integration, lean production, and rapid generic development as future core competencies[39] - Innovative drug R&D encourages "First-In-Class" and "Best-In-Class" approaches, and the development of Traditional Chinese Medicine has been elevated to a national strategic level[39] Main Business Activities During the Reporting Period As a comprehensive pharmaceutical enterprise, the company focuses on R&D, production, and sales of Traditional Chinese Medicine and chemical drugs, while also entering the special medical food sector - The company's business covers pharmaceutical manufacturing, commercial distribution, and retail, holding 73 drug approval numbers, with 20 included in the National Essential Drug List, 52 in the National Medical Insurance Catalog, and 1 US ANDA product right[40] - The company has entered the special medical food sector, is building special medical food production capabilities, and has already marketed related formulations as nutritional products[40] - The company specializes in digestive, neuropsychiatric, and ENT fields, with flagship products including Weidimei, Changsong, Ganjiemei Tablets, Tongxiening Granules, and Duliang Soft Capsules[40] Company's Main Business and Product Overview The company is a comprehensive pharmaceutical enterprise integrating R&D, production, and sales, with a product line covering Traditional Chinese Medicine and chemical drugs, and actively expanding into the special medical food sector - The company operates 22 production lines for tablets, granules, capsules, soft capsules, powders, powder injections, lyophilized powder injections, small volume injections, chemical APIs, and Traditional Chinese Medicine extracts, holding a total of 73 drug approval numbers[40] - The company has entered the special medical food sector, is building the first special medical food production base in the Sichuan-Chongqing region, and the market size for special medical foods in China is projected to grow to 10.01 billion RMB in 2021[40] - The company has 4 self-developed Class 1.1 innovative oncology drug projects in pipeline, with the first innovative drug clinical trial approval expected in 2023[44] Overview of Operating Status During the Reporting Period In 2021, the company's operating revenue decreased by 4.12% to 846 million RMB, and net profit decreased by 22.99% to 91.78 million RMB, primarily due to declining sales of cooperative products and the impact of volume-based procurement, despite a 19.72% growth in exclusive Traditional Chinese Medicine sales and a significant increase in R&D investment 2021 Key Operating Data | Indicator | 2021 Amount | Year-on-Year Change | | :--- | :--- | :--- | | Operating Revenue | 846 million RMB | -4.12% | | Net Profit Attributable to Listed Company Shareholders | 91.7804 million RMB | -22.99% | | Net Profit Attributable to Listed Company Shareholders After Deducting Non-Recurring Gains and Losses | 80.5759 million RMB | -9.56% | - Excluding the decline in sales revenue from the cooperative product Orlistat Capsules, the company's operating revenue increased by 9.87% year-on-year during the reporting period[46] - Sales revenue of the company's five major exclusive Traditional Chinese Medicines increased by 19.72% year-on-year[46] - R&D investment increased by 79.71% year-on-year, and R&D expenses increased by 14.38% compared to the previous year[47] - Government subsidies recognized as income by the company decreased by 19.5398 million RMB[47] - The fifth phase of the new GMP production base project became fully operational, leading to an increase in non-cash depreciation expenses of 18.6862 million RMB[47] Analysis of Core Competitiveness The company's core competitiveness stems from its diverse product portfolio, continuous R&D innovation, professional marketing network, modern production quality control, strong brand influence, and experienced management team with a proactive corporate culture - The company boasts a rich product pipeline covering multiple fields such as digestive, neuropsychiatric, and ENT, holding 73 drug approval numbers, with several products demonstrating competitive advantages in their respective niche markets[58] - The company continuously increases R&D investment, holds 67 domestic patents and 1 international patent, and has clear strategies and technology platforms for both innovative and generic drug development[60] - The sales network covers 31 provinces, municipalities, and autonomous regions nationwide, reaching nearly 9,500 graded public hospitals, with a professional marketing team building competitive advantages through academic promotion[61] - The company's production processes are modernized, maintaining a 100% product quality pass rate, actively pursuing cGMP certification and CMO/CDMO business, while also constructing special medical food production lines[57][62] - The company has received honors such as "2021 National Technology Innovation Demonstration Enterprise" and "China National Accreditation Service for Conformity Assessment Laboratory Certificate," continuously enhancing its brand influence[60] Main Business Analysis In 2021, the company's operating revenue decreased by 4.12%, primarily due to a significant decline in sales of hormone and endocrine-regulating drugs, although ENT and neuropsychiatric drugs saw growth 2021 Operating Revenue Composition (Unit: RMB) | Category | 2021 Amount | Proportion of Operating Revenue | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Total | 846,141,123.48 | 100% | -4.12% | | By Industry | | | | | Pharmaceutical Manufacturing | 714,085,269.14 | 84.39% | -6.07% | | Pharmaceutical Commercial Distribution | 121,238,293.30 | 14.33% | 6.33% | | Pharmaceutical Retail | 1,909,324.04 | 0.23% | 5.93% | | Other Businesses | 8,908,237.00 | 1.05% | 39.53% | | By Product | | | | | Digestive System Drugs | 200,690,468.80 | 23.72% | -1.91% | | ENT Drugs | 197,243,121.86 | 23.31% | 15.96% | | Hormones and Endocrine-Regulating Drugs | 135,762,280.53 | 16.04% | -40.80% | | Neuropsychiatric System Drugs | 120,811,441.01 | 14.28% | 21.88% | | Other Therapeutic Areas | 59,577,956.94 | 7.04% | 4.25% | | By Region | | | | | Southwest Region | 458,612,102.84 | 54.20% | -14.65% | | East China Region | 135,573,353.48 | 16.02% | 28.43% | | Central China Region | 117,019,886.61 | 13.83% | 8.61% | | By Sales Model | | | | | Distribution Model | 703,091,300.96 | 83.09% | -6.12% | | Direct Sales Model | 134,141,585.52 | 15.85% | 5.47% | 2021 Key Expense Changes (Unit: RMB) | Item | 2021 Amount | 2020 Amount | Year-on-Year Change | Explanation of Change | | :--- | :--- | :--- | :--- | :--- | | Selling Expenses | 258,591,245.36 | 225,145,715.86 | 14.86% | Market recovery, increased offline promotional activities | | Administrative Expenses | 39,232,689.59 | 43,921,596.64 | -10.68% | Reduced amortization of equity incentive-related expenses | | Financial Expenses | 1,845,456.59 | 6,855,870.84 | -73.08% | Increased deposit interest income | | R&D Expenses | 41,721,910.83 | 36,477,594.63 | 14.38% | Continued increase in R&D investment | 2021 R&D Investment Status | Indicator | 2021 | 2020 | Change Ratio | | :--- | :--- | :--- | :--- | | R&D Investment Amount (RMB) | 93,663,512.07 | 52,120,418.49 | 79.71% | | R&D Investment as % of Operating Revenue | 11.07% | 5.91% | 5.16% | | Capitalized R&D Investment Amount (RMB) | 33,638,020.05 | 3,348,145.36 | 904.68% | | Capitalized R&D Investment as % of Total R&D Investment | 35.91% | 6.42% | 29.49% | - During the reporting period, two new subsidiaries were established: Chongqing Huasen Enterprise Management Co, Ltd and Chongqing Weidouyun Technology Co, Ltd[78] Non-Core Business Analysis The impact of non-core businesses on total profit primarily stemmed from investment income, fair value changes, asset impairment, and non-operating income and expenses, none of which are sustainable 2021 Impact of Non-Core Business on Total Profit (Unit: RMB) | Item | Amount | Proportion of Total Profit | Explanation of Cause | Sustainability | | :--- | :--- | :--- | :--- | :--- | | Investment Income | -2,313,432.90 | -2.24% | Investment income from wealth management products and associates | No | | Gains and losses from fair value changes | 986,029.98 | 0.95% | Fair value changes of wealth management products | No | | Asset Impairment | -609,553.92 | -0.59% | Provision for inventory depreciation | No | | Non-Operating Income | 210,816.21 | 0.20% | Received claims, fines, etc | No | | Non-Operating Expenses | 103,021.51 | 0.10% | Return losses, external donations, fixed asset write-offs, etc | No | Analysis of Assets and Liabilities At the end of 2021, the company's total assets increased by 2.91% year-on-year, and net assets attributable to shareholders increased by 7.12%, with changes in asset structure reflecting project completion and increased investments Significant Changes in Asset Composition at Year-End 2021 (Unit: RMB) | Item | Year-End 2021 Amount | Proportion of Total Assets | Year-End 2020 Amount | Proportion of Total Assets | Proportion Change | Explanation of Significant Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Cash and Bank Balances | 429,967,846.41 | 24.27% | 481,405,120.38 | 27.97% | -3.70% | No significant change | | Total Assets | 1,771,483,746.10 | 100% | 1,721,413,431.40 | 100% | 2.91% | | | Construction in Progress | 23,549,895.69 | 1.33% | 95,898,224.98 | 5.57% | -4.24% | Fifth phase of new GMP production base project gradually completed and transferred to fixed assets | | Short-Term Borrowings | | 0.00% | 12,007,791.66 | 0.70% | -0.70% | Bank loans repaid | | Contract Liabilities | 3,482,186.20 | 0.20% | 30,283,154.17 | 1.76% | -1.56% | Decrease in advance receipts from cooperative units | | Trading Financial Assets | 80,607,520.55 | 4.55% | 50,068,082.19 | 2.91% | 1.64% | Purchase of wealth management products this period | | Other Non-Current Financial Assets | 43,500,000.00 | 2.46% | 20,500,000.00 | 1.19% | 1.27% | Increase in external investments | | Intangible Assets | 76,793,476.34 | 4.33% | 53,475,816.46 | 3.11% | 1.22% | Product development and external technology expenditures capitalized and transferred to intangible assets | - The company's assets and liabilities measured at fair value primarily include trading financial assets and other non-current financial assets, totaling 124,107,520.55 RMB at year-end[99] Analysis of Investment Status During the reporting period, the company's total investment amounted to 142.5 million RMB, an increase of 112.55% year-on-year, mainly due to increased wealth management balances and new other non-current financial assets 2021 Investment Amount Change | Indicator | 2021 Investment Amount (RMB) | 2020 Investment Amount (RMB) | Change Rate | | :--- | :--- | :--- | :--- | | Investment Amount for the Reporting Period | 142,500,000.00 | 67,042,037.96 | 112.55% | - The increase in investment amount was primarily due to a 60% year-on-year growth in the company's wealth management balance and an addition of 62.5 million RMB in other non-current financial assets during the reporting period[100] - During the reporting period, the company had no securities investments, derivative investments, or use of raised funds[101][102][103] Significant Asset and Equity Sales The company did not engage in any significant asset or equity sales during the reporting period - The company did not sell any significant assets during the reporting period[104] - The company did not sell any significant equity during the reporting period[108] Analysis of Major Holding and Participating Companies The company's major subsidiaries include Chongqing Huasen Pharmaceutical Co, Ltd, Chongqing Huasen Biotechnology Co, Ltd, Chongqing Huasen Pharmacy Retail Chain Co, Ltd, and Pharscin US Inc, covering pharmaceutical product sales and R&D Major Subsidiary Information (Unit: RMB) | Company Name | Company Type | Main Business | Registered Capital | Total Assets | Net Assets | Operating Revenue | Operating Profit | Net Profit | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Chongqing Huasen Pharmaceutical Co, Ltd | Subsidiary | Pharmaceutical wholesale, medical device, food sales, etc | 20,000,000.00 | 118,950,790.60 | 45,809,650.65 | 129,264,582.14 | 5,351,809.51 | 4,525,878.24 | | Chongqing Huasen Biotechnology Co, Ltd | Subsidiary | Pharmaceutical product R&D, technology transfer, etc | 106,292,304.44 | 92,159,974.22 | 90,712,806.04 | 7,958,677.33 | 1,471,910.93 | 1,473,698.84 | | Chongqing Huasen Pharmacy Retail Chain Co, Ltd | Subsidiary | Pharmaceutical, biological product, food sales, etc | 10,000,000.00 | 8,149,678.28 | 7,654,304.40 | 2,631,777.89 | 39,380.39 | 3,739.81 | | Pharscin US Inc | Subsidiary | Drug R&D, information research, etc | 4,290,960.00 | 3,813,718.10 | 3,810,530.25 | 0.00 | -5,101.25 | -4,642.20 | - During the reporting period, new subsidiaries Chongqing Weidouyun Technology Co, Ltd and Chongqing Huasen Enterprise Management Co, Ltd were established, with no significant impact on overall production, operations, or performance[113] Information on 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[114] Outlook on the Company's Future Development The company's future strategy focuses on innovation, expanding into oncology, immunology, respiratory, and metabolic diseases, increasing R&D investment, achieving "six-six-six" rolling targets for generic and Traditional Chinese Medicine, and entering the special medical food sector - Company development strategy: Uphold talent as the foundation, practice innovation-driven development, build upon the three advantageous areas of digestive, ENT, and neuropsychiatric systems, and expand into disease areas such as oncology, immunology, respiratory, and metabolic disorders[115] - Product strategy: Continuously increase investment in innovative drugs, target First-In-Class projects in oncology and immunology, aiming to obtain over 2 clinical trial approvals for innovative drugs and global intellectual property for over 3 clinical candidate compounds (PCCs)[115] - Generic and Traditional Chinese Medicine R&D goals: Achieve a "three-three-three" pipeline pattern of at least three projects initiated, three applications submitted, and three products launched annually, and embark on the internationalization of formulations[115] - Greater health sector: Leverage special medical food R&D to expand into the special medical food track and launch a series of Traditional Chinese Medicine wellness products[115] - Sales strategy: Fully implement the Spark Plan and Blue Ocean Strategy, strengthen the in-house marketing team, expand multi-channel development, and explore digital marketing[115] - Production and quality management: Advance the intelligent factory construction of the "Fifth Phase New GMP Production Base Project," achieve cGMP certification from the US FDA or EU EMA, and undertake CMO and CDMO businesses[115] - Potential risks include policy risks (volume-based procurement price reductions), major products failing to enter the medical insurance/essential drug catalog, innovative drug R&D risks, quality control risks, production safety risks, management risks, market competition risks, risks from fixed asset depreciation of fundraising projects impacting performance growth, risks of convertible bond financial expenses leading to net profit decline, and risks of Omicron virus outbreak causing operational targets to fall short of expectations[117][118][119][120][121][122] Investor Relations Activities During the Reporting Period During the reporting period, the company actively engaged with investors, media, and institutions through online platforms and on-site visits, discussing strategic planning, product pipeline, R&D progress, market sales, operational management, and industry policies - On May 12, 2021, the company participated in the 2020 annual online performance briefing via the "Roadshow China" platform, discussing corporate strategic planning, product pipeline layout, new production capacity, drug volume-based procurement, and sales personnel allocation[123] - On May 25, 2021, the company hosted an on-site visit by a Cailian Press reporter, discussing exclusive Traditional Chinese Medicine, generic drug strategies, innovative drug R&D expectations and market potential, and performance outlook[123] - On November 25, 2021, the company participated in the 2021 Investor Online Collective Reception Day for listed companies in Chongqing via the "All-View Investor Relations Interactive Platform," discussing company R&D, production, sales, operational management, external cooperation, and industry policies[123] - On November 30, 2021, the company hosted an on-site visit by institutions including Liangqiao Investment Management (Shanghai) Co, Ltd, discussing company operations, innovative drug R&D, Traditional Chinese Medicine sales, special medical food market potential, and R&D status of associate companies[123][124] - On December 27, 2021, the company hosted a conference call with a Cailian Press reporter, discussing Traditional Chinese Medicine industry policies and development prospects, the impact of Traditional Chinese Medicine volume-based procurement, and the consumer attributes of Traditional Chinese Medicine[125] Corporate Governance Basic Status of Corporate Governance During the reporting period, the company strictly adhered to relevant laws and regulations, continuously improved its corporate governance structure and internal control systems, actively fulfilled information disclosure obligations, and protected shareholder rights - The company strictly complies with laws and regulations such as the Company Law, Securities Law, and Guidelines for Corporate Governance of Listed Companies, improving its corporate governance structure and internal control systems[128] - The notice, convening, and holding of the company's general meetings of shareholders, board meetings, and supervisory board meetings comply with laws and regulations, and the specialized committees of the Board of Directors perform their respective duties[128] - The actual status of the company's corporate governance does not materially differ from the provisions on corporate governance of listed companies issued by laws, administrative regulations, and the China Securities Regulatory Commission[128] Company Independence from Controlling Shareholder and Actual Controller The company maintains independence from its controlling shareholder and actual controller in terms of business, personnel, assets, organization, and finance, possessing autonomous operational capabilities - The company maintains independence from its controlling shareholder and actual controller in terms of business, personnel, assets, organization, and finance, ensuring its autonomous operational capabilities[128] Peer Competition Status The company had no peer competition during the reporting period - The company had no peer competition during the reporting period[129] Information on Annual and Extraordinary General Meetings Held During the Reporting Period During the reporting period, the company held one annual general meeting and two extraordinary general meetings, with investor participation exceeding 85% in all, and resolutions were disclosed as required 2021 Shareholder Meeting Status | Session | Meeting Type | Investor Participation Rate | Meeting Date | Disclosure Date | Meeting Resolution | | :--- | :--- | :--- | :--- | :--- | :--- | | 2020 Annual General Meeting | Annual General Meeting | 85.33% | May 19, 2021 | May 20, 2021 | Juchao Information Network "Resolution Announcement of 2020 Annual General Meeting" (Announcement No: 2021-030) | | 2021 First Extraordinary General Meeting | Extraordinary General Meeting | 85.15% | September 03, 2021 | September 04, 2021 | Juchao Information Network "Resolution Announcement of 2021 First Extraordinary General Meeting" (Announcement No: 2021-060) | | 2021 Second Extraordinary General Meeting | Extraordinary General Meeting | 85.15% | December 03, 2021 | December 04, 2021 | Juchao Information Network "Resolution Announcement of 2021 Second Extraordinary General Meeting" (Announcement No: 2021-082) | Information on Directors, Supervisors, and Senior Management The company's Board of Directors, Supervisory Board, and senior management team remained relatively stable, with some independent directors leaving due to term expiration and new ones being elected, while Ms Liu Xiaoying, a senior executive, reduced some of her shareholdings Shareholding Status of Directors, Supervisors, and Senior Management at Year-End 2021 (Unit: Shares) | Name | Position | Beginning Shareholding | Shares Reduced This Period | Ending Shareholding | | :--- | :--- | :--- | :--- | :--- | | You Hongtao | Chairman | 78,300,000 | 0 | 78,300,000 | | Liu Xiaoying | Director, General Manager | 37,682,979 | 1,788,300 | 35,894,679 | | Wang Ying | Director, Deputy General Manager | 39,600,000 | 0 | 39,600,000 | | Hang Yonglu | Director, Deputy General Manager | 100,000 | 0 | 100,000 | | Yuxun Wang | Deputy General Manager, Chief Scientific Officer | 20,000 | 0 | 20,000 | | Peng Xiaoyan | Financial Controller | 50,000 | 0 | 50,000 | | Total | -- | 155,752,979 | 1,788,300 | 153,964,679 | - During the reporting period, independent directors Ms Wang Guihua and Mr Gao Xuemin resigned due to term expiration, and the company elected Ms Du Shouying and Ms Li Hui as new independent directors[135] Total Pre-Tax Remuneration Received by Directors, Supervisors, and Senior Management from the Company in 2021 (Unit: 10,000 RMB) | Name | Position | Total Pre-Tax Remuneration from Company | | :--- | :--- | :--- | | You Hongtao | Chairman | 41.12 | | Liu Xiaoying | Director, General Manager | 38.09 | | Wang Ying | Director, Deputy General Manager | 40.46 | | Hang Yonglu | Director, Deputy General Manager | 40.06 | | Yuanyi You | Director | 1.25 | | Liang Yan | Director | 0 | | Yang Qingying | Independent Director | 10.37 | | Du Shouying | Independent Director | 2.66 | | Li Hui | Independent Director | 0.69 | | Xu Kaiyu | Chairman of Supervisory Board | 13.71 | | Deng Zhichun | Supervisor | 8.00 | | Zhang Ling | Supervisor | 9.15 | | You Xuedan | Deputy General Manager, Board Secretary | 25.39 | | Yuxun Wang | Deputy General Manager, Chief Scientific Officer | 297.58 | | Peng Xiaoyan | Financial Controller | 23.27 | | Gao Xuemin | Independent Director (Resigned) | 10.37 | | Wang Guihua | Independent Director (Resigned) | 7.68 | | Total | -- | 569.85 | Performance of Directors' Duties During the Reporting Period During the reporting period, the company's directors strictly complied with laws, regulations, and the articles of association, actively attended board and shareholder meetings, provided professional advice on major corporate decisions, and diligently fulfilled their duties - The company's directors strictly adhere to laws and regulations, including the Articles of Association and Board Meeting Rules, attending board meetings and shareholder meetings, and diligently fulfilling their duties[152] - Directors made scientific, rigorous, and prudent decisions on various matters reviewed by the company, offering numerous valuable professional suggestions and opinions[152] Attendance of Directors at Board and Shareholder Meetings | Director Name | Board Meetings to Attend This Period | In-Person Board Meeting Attendance | Board Meeting Attendance by Communication | Board Meeting Attendance by Proxy | Board Meeting Absences | Shareholder Meeting Attendance | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Gao Xuemin | 6 | 0 | 6 | 0 | 0 | 2 | | Wang Guihua | 4 | 0 | 4 | 0 | 0 | 1 | | Yang Qingying | 6 | 0 | 6 | 0 | 0 | 3 | | Du Shouying | 2 | 0 | 2 | 0 | 0 | 2 | | Li Hui | 0 | 0 | 0 | 0 | 0 | 1 | Work of Board Special Committees During the Reporting Period During the reporting period, the company's Board of Directors' Remuneration and Appraisal Committee, Strategy Committee, Audit Committee, and Nomination Committee all held meetings as per their responsibilities, reviewed relevant proposals, and provided opinions and suggestions on corporate strategic planning, remuneration schemes, financial reports, and independent director nominations - The Remuneration and Appraisal Committee approved the company's 2021 remuneration proposals for directors, supervisors, and senior management[153] - The Strategy Committee reviewed the company's "14th Five-Year Plan" strategic development plan and provided optimization suggestions[153] - The Audit Committee reviewed the company's 2020 annual report, and the 2021 first quarter, semi-annual, and third quarter reports[153][155] - The Nomination Committee recommended candidates for pharmaceutical chemistry head and approved the proposals for independent director candidates Du Shouying and Li Hui[155] Work of the Supervisory Board During the reporting period, the Supervisory Board found no risks in the company's supervisory activities and raised no objections to the supervised matters - The Supervisory Board found no risks in the company's supervisory activities during the reporting period and raised no objections to the supervised matters[156] Company Employee Status As of the end of the reporting period, the company had a total of 1,467 employees, with 409 in production, 608 in sales, and 291 in technical roles, supported by a comprehensive compensation system and training programs Employee Count and Professional Composition at Year-End 2021 | Indicator | Count (Persons) | | :--- | :--- | | Total Employees | 1,467 | | Production Personnel | 409 | | Sales Personnel | 608 | | Technical Personnel | 291 | | Financial Personnel | 20 | | Administrative Personnel | 139 | | Master's Degree or Above | 132 | | Bachelor's Degree | 586 | | Associate's Degree | 440 | | Below Associate's Degree | 309 | - The company has established a comprehensive compensation system aligned with laws, regulations, and corporate development, including salary management, incentive management, welfare management, skill assessment, and position evaluation systems[159] - The company places high importance on employee training, utilizing various forms such as new employee onboarding training, internal training, external training, and employee self-study knowledge bases to enhance professional skills, management levels, and overall quality[160][161] Profit Distribution Policy and Implementation The company's profit distribution policy emphasizes continuous and stable cash dividends, with annual cash dividends not less than 10% of distributable profits, and the 2021 plan proposes a cash dividend of 0.50 RMB per 10 shares - The company implements a continuous and stable profit distribution policy, prioritizing cash dividends, with annual cash distributions not less than 10% of the distributable profit for the year[162] - The company's 2021 profit distribution plan proposes a cash dividend of 0.50 RMB (tax inclusive) per 10 shares to all shareholders based on the total share capital on the record date, with no capital reserve conversion to share capital or bonus shares[165][168] Implementation of Equity Incentive Plan The company's 2019 restricted stock incentive plan continued, completing the second vesting period for initial grants and the first vesting period for reserved grants, and repurchasing and canceling restricted shares held by some departed incentive recipients Equity Incentive Status of Directors, Supervisors, and Senior Management at Year-End 2021 (Unit: Shares) | Name | Position | Restricted Shares Held at Year-End | Shares Unlocked This Period | | :--- | :--- | :--- | :--- | | Hang Yonglu | Director, Deputy General Manager | 40,000 | 30,000 | | Yuxun Wang | Deputy General Manager, Chief Scientific Officer | 10,000 | 10,000 | | Peng Xiaoyan | Financial Controller | 20,000 | 15,000 | | Total | -- | 70,000 | 55,000 | - During the reporting period, the company completed the release of restrictions and listing of 516,240 shares from the second vesting period of the "2019 Restricted Stock Incentive Plan" initial grant and the first vesting period of the reserved grant[171] - During the reporting period, the company cumulatively repurchased and canceled a total of 13,680 restricted shares held by departed equity incentive recipients[171] Internal Control System Construction and Implementation During the Reporting Period The company continuously updated and improved its internal control system, establishing a risk internal control management organization system comprising the Audit Committee and internal audit department, effectively preventing operational risks and achieving internal control objectives - The company continuously updates and improves its internal control system in accordance with laws and regulations such as the Company Law, Securities Law, and Guidelines for Corporate Governance of Listed Companies, as well as internal company policies[175] - The company has established a risk internal control management organization system comprising the Audit Committee and internal audit department, effectively preventing risks in business operations and management[175] - No material weaknesses in internal control were identified during the reporting period[177] Management and Control of Subsidiaries During the Reporting Period The company's management and control over its subsidiaries remained unchanged during the reporting period, with no disclosed integration plans, progress, issues, or solutions - The company did not disclose integration plans, progress, issues encountered during integration, solutions adopted, or subsequent resolution plans regarding its management and control over subsidiaries during the reporting period[178] Internal Control Self-Assessment Report or Internal Control Audit Report The company disclosed its internal control evaluation report on April 20, 2022, covering 100% of consolidated financial statement assets and operating revenue, with no material or significant weaknesses found in financial or non-financial reporting - The full internal control evaluation report was disclosed on April 20, 2022, with the disclosure index at http://www.cninfo.com.cn[179](index=179&type=chunk) - The total assets and operating revenue of the entities included in the evaluation scope accounted for 100.00% of the company's consolidated financial statement total assets and operating revenue[179] - During the reporting period, the number of material weaknesses in both financial and non-financial reporting was 0, and the number of significant weaknesses was also 0[179] Self-Inspection and Rectification of Corporate Governance Special Actions The company had no self-inspection and rectification issues related to corporate governance special actions during the reporting period - The company had no self-inspection and rectification issues related to corporate governance special actions during the reporting period[181] Environmental and Social Responsibility Significant Environmental Issues The company is not classified as a key pollutant-discharging entity and received no environmental administrative penalties during the reporting period, with all environmental facilities operating effectively and emissions meeting standards - The company is not classified as a key pollutant-discharging entity by environmental protection authorities and received no administrative penalties for environmental issues during the reporting period[185] Main Pollutant Emission Status | Company Name | Name of Main Pollutants and Characteristic Pollutants | Emission Method | Number of Emission Outlets | Emission Concentration | Implemented Pollutant Emission Standard | Total Emission | Approved Total Emission | Exceedance Status | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Chongqing Huasen Pharmaceutical Co, Ltd | Wastewater COD | Discharged to industrial park wastewater treatment plant after treatment to meet standards | 2 | ≤480mg/L | "Rongchang Banqiao Park Wastewater Treatment Plant Design Inlet Concentration Limit" | 293.138 tons/year | 293.138 tons/year | None | | Chongqing Huasen Pharmaceutical Co, Ltd | Wastewater NH3-N | Discharged to industrial park wastewater treatment plant after treatment to meet standards | 2 | ≤35mg/L | "Rongchang Banqiao Park Wastewater Treatment Plant Design Inlet Concentration Limit" | 21.375 tons/year | 21.375 tons/year | None | - The company's environmental facilities operate well, with wastewater, exhaust gas, noise, and solid waste all meeting emission standards, and pollutant emissions complying with total control targets[185] - The company has formulated an "Emergency Response Plan for Environmental Incidents," with filing number 5002262021040002, and conducts regular emergency drills annually[185] Fulfillment of Social Responsibilities Adhering to its corporate philosophy of "Responsibility and Vitality," the company actively fulfills its social responsibilities by protecting investor interests, ensuring product quality, valuing employee rights, engaging in community support, and continuously investing in environmental protection for sustainable development - The company strictly adheres to information disclosure regulations, received an A-grade rating in the Shenzhen Stock Exchange SME Board Listed Company 2019 Information Disclosure Assessment, and prioritizes cash dividends to reward investors[187] - The company maintains "four 100%" product quality pass rates, with its key product Weidimei passing consistency evaluation, and has not experienced product quality incidents for many years[187] - The company implements a restricted stock incentive plan, improves its human resource management system, organizes employee training, and fosters mutual growth between employees and the enterprise[187] - The company actively participates in poverty alleviation, helping farmers increase income, and donated approximately 1.6846 million RMB worth of medicines and protective equipment in response to the COVID-19 pandemic[187] - The company continuously invests in environmental protection, was the first to install a 24-hour online wastewater emission monitoring system, earned the title of "Environmentally Credible Enterprise," and obtained ISO14001 environmental management system certification[187] Consolidation of Poverty Alleviation Achievements and Rural Revitalization The company actively responds to national initiatives by providing targeted assistance, designated poverty alleviation, and industrial support to improve economic development conditions and living standards in beneficiary regions, contributing to consolidating poverty alleviation achievements and rural revitalization - The company actively practices paired assistance and designated poverty alleviation, helping to improve economic development conditions and living standards in beneficiary regions[189] - The company supports Traditional Chinese Medicine professional growers or cooperatives in Yunyang, Kaizhou (northeast Chongqing), Nanchuan, Youyang (southeast Chongqing), and Rongchang District (county) to cultivate medicinal herbs such as Angelica dahurica, Atractylodes macrocephala, and Platycodon grandiflorum, helping tens of thousands of farmers increase their income and escape poverty[187] Significant Matters Fulfillment of Commitments The company's actual controller, shareholders, and senior management all fulfilled their commitments made during initial public offerings or refinancing, including share lock-ups, holding and reduction intentions, immediate return on investment, avoiding peer competition, and regulating related party transactions - Promisors such as Liu Xiaoying, Chengdu Dijian, and You Hongtao all duly fulfilled their share lock-up commitments during the reporting period, including not transferring shares within 12 months after listing and not transferring more than 25% of their total shares annually while serving as directors, supervisors, or senior management[192][194][202][204][206][208][210][212][214][216][218][220][222][224] - The controlling shareholder and actual controller both duly fulfilled their commitments to avoid peer competition, ensuring they do not directly or indirectly engage in businesses that compete with the company[331][335][338][340][342][344][346][348][350][352][354][356] - The controlling shareholder and actual controller both duly fulfilled their commitments to regulate and reduce related party transactions, ensuring they do not overstep their authority to interfere with company operations, occupy company funds, or harm company interests through non-arm's length related party transactions[358][360][362][363][364][365][366][367][368][369][370][371][372][373] - The company's controlling shareholder Chengdu Dijian, Chairman You Hongtao, General Manager Liu Xiaoying, and Vice General Manager Wang Ying all committed not to reduce or transfer their company shares in any way between February 5, 2021, and February 4, 2022[373][375][376][377][378][379] Non-Operating Fund Occupation by Controlling Shareholder and Other Related Parties During the reporting period, there was no non-operating occupation of funds by the controlling shareholder or other related parties of the listed company - During the reporting period, there was no non-operating occupation of funds by the controlling shareholder or other related parties of the listed company[380] Illegal External Guarantees The company had no illegal external guarantees during the reporting period - The company had no illegal external guarantees during the reporting period[382] Board's Explanation of the Latest Non-Standard Audit Report The company had no non-standard audit report during the reporting period - The company had no non-standard audit report during the reporting period[383] Board, Supervisory Board, Independent Directors' (if any) Explanation of the Accounting Firm's Non-Standard Audit Report for This Period The company had no non-standard audit report during the reporting period - The company had no non-standard audit report during the reporting period[383] Explanation of Changes in Accounting Policies, Accounting Estimates, or Significant Accounting Error Corrections Compared to Last Year's Financial Report The company had no changes in accounting policies, accounting estimates, or significant accounting error corrections during the reporting period - The company had no changes in accounting policies, accounting estimates, or significant accounting error corrections during the reporting period[383] Explanation of Changes in Consolidation Scope Compared to Last Year's Financial Report The company had no changes in the scope of consolidated financial statements during the reporting period - The company had no changes in the scope of consolidated financial statements during the reporting period[384] Appointment and Dismissal of Accounting Firm The company continued to appoint Da Hua Certified Public Accountants (Special General Partnership) as its auditing firm for the 8th consecutive year, with an audit fee of 700,000 RMB Accounting Firm Appointment Information | Indicator | Content | | :--- | :--- | | Domestic Accounting Firm Name | Da Hua Certified Public Accountants (Special General Partnership) | | Domestic Accounting Firm Remuneration (10,000 RMB) | 70 | | Consecutive Years of Domestic Accounting Firm Audit Services | 8 | | Names of Domestic Accounting Firm Certified Public Accountants | Chen Yingjie, Guan Defu | | Consecutive Years of Domestic Accounting Firm Certified Public Accountants' Audit Services | Chen Yingjie 4 years, Guan Defu 1 year | - The company did not change its accounting firm during the reporting period[385] Facing Delisting Situation After Annual Report Disclosure The company did not face delisting after the disclosure of its annual report during the reporting period - The company did not face delisting after the disclosure of its annual report during the reporting period[385] Bankruptcy Reorganization Related Matters The company had no bankruptcy reorganization related matters during the reporting period - The company had no bankruptcy reorganization related matters during the reporting period[387] Significant Litigation and Arbitration Matters The company had no significant litigation or arbitration matters during this reporting period - The company had no significant litigation or arbitration matters during this reporting period[388] Penalties and Rectification Status The company had no penalties or rectification situations during the reporting period - The company had no penalties or rectification situations during the reporting period[389] Integrity Status of the Company, Its Controlling Shareholder, and Actual Controller The company, its controlling shareholder, and actual controller had no integrity issues during the reporting period - The company, its controlling shareholder, and actual controller had no integrity issues during the reporting period[390] Significant Related Party Transactions During the reporting period, the company had no related party transactions related to daily operations, asset or equity acquisitions/disposals, joint external investments, related party creditor-debtor relationships, or other significant related party transactions - The company had no related party transactions related to daily operations during the reporting period[390] - The company had no related party transactions involving asset or equity acquisitions or disposals during the reporting period[391] - The company had no related party transactions involving joint external investments during the reporting period[392] - The company had no related party creditor-debtor relationships during the reporting period[393] - The company had no other significant related party transactions during the reporting period[397] Significant Contracts and Their Performance During the reporting period, the company had no entrustment, contracting, leasing, or significant guarantee situations, with entrusted wealth management amounting to 90 million RMB and 80 million RMB outstanding at year-end, while other major contracts were being performed normally - The company had no entrustment, contracting, leasing, or significant guarantee situations during the reporting period[398][399][400][401] 2021 Overview of Entrusted Wealth Management (Unit: 10,000 RMB) | Specific Type | Source of Entrusted Wealth Management Funds | Amount of Entrusted Wealth Management Occurred | Outstanding Balance | Overdue Unrecovered Amount | | :--- | :--- | :--- | :--- | :--- | | Brokerage Wealth Management Products | Idle自有资金 | 4,000 | 3,000 | 0 | | Bank Wealth Management Products | Idle自有资金 | 5,000 | 5,000 | 0 | | Total | | 9,000 | 8,000 | 0 | - The company signed a capital increase agreement with Chengdu Shangyi Information Technology Co, Ltd, participating with 12.5 million RMB and obtaining relevant authorization for special medical foods in Greater China, with the contract being performed normally[406][408][410][413] - The company signed a strategic cooperation framework agreement with Humanwell Healthcare Group Co, Ltd, aiming to sign cooperation agreements for specific products, which is currently being performed normally[421][423] - The company signed a technology transfer agreement with Epic Pharma LLC for the US ANDA approval of Buspirone Hydrochloride Tablets, with a transaction price of 13.8386 million RMB, which is being performed normally[423][424] Explanation of Other Significant Matters The company had no other significant matters requiring explanation during the reporting period - The company had no other significant matters requiring explanation during the reporting period[428] Significant Matters of Company Subsidiaries The company had no significant matters concerning its subsidiaries during the reporting period - The company had no significant matters concerning its subsidiaries during the reporting period[429] Share Changes and Shareholder Information Share Change Status During the reporting period, the company's total share capital slightly decreased, restricted shares decreased, and unrestricted shares increased, primarily due to the release of equity incentive restricted shares, repurchase and cancellation of restricted shares from departed incentive recipients, and convertible bond conversions 2021 Share Change Status (Unit: Shares) | Item | Quantity Before Change | Proportion | Change This Period (＋，－) | Quantity After Change | Proportion | | :--- | :--- | :--- | :--- | :--- | :--- | | I. Restricted Shares | 11