法律意见书 上海市静安区山西北路 99 号苏河湾中心 25-28 楼 邮编：200085 25-28/F, Suhe Centre, 99 North Shanxi Road, Jing'an District, Shanghai, China 电话/Tel: +86 21 52341668 传真/Fax: +86 21 52341670 网址/Website: http://www.grandall.com.cn 股东增持股份 之 国浩律师（上海）事务所 关于 江中药业股份有限公司 2025 年 10 月 国浩律师（上海）事务所 法律意见书 国浩律师（上海）事务所 关于江中药业股份有限公司股东增持股份 之法律意见书 致：江中药业股份有限公司 国浩律师（上海）事务所（以下简称"本所"）接受江中药业股份有限公司（以 下简称"江中药业"、"公司"）的委托，就公司股东华润江中制药集团有限责任公司 （以下简称"华润江中"、"增持主体"）增持公司股份（以下简称"本次增持"）事宜出 具本法律意见书。 本所律师根据《中华人民共和国公司法》（以下简称"《公司法》"）、《中华 人民共和国证券法》（以下简称"《证券法》"）、《上 ...

证券代码：600750 证券简称：江中药业 公告编号：2025-052 江中药业股份有限公司 关于召开 2025 年第三季度业绩说明会的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： 投资者可于 2025 年 10 月 23 日（星期四）至 10 月 29 日（星期三）16:00 前登录上证路演中心网站首页点击"提问预征集"栏目或通过公司邮箱 jzyy@crjz.com 进行提问。公司将在说明会上对投资者普遍关注的问题进行回答。 江中药业股份有限公司（以下简称"公司"）将于 2025 年 10 月 25 日发布公 司 2025 年第三季度报告，为便于广大投资者更全面深入地了解公司 2025 年第三 季度经营成果、财务状况，公司计划于 2025 年 10 月 30 日（星期四）09:00-10:00 举行 2025 年第三季度业绩说明会，就投资者关心的问题进行交流。 一、 说明会类型 董事长、独立董事、总经理、董事会秘书、财务总监 四、 投资者参加方式 （一）投资者可在 2025 年 10 月 30 日（星 ...

格隆汇10月21日丨江中药业(600750.SH)公布，2024年10月22日至2025年10月21日期间（窗口期不交 易），华润江中通过上海证券交易所证券交易系统累计增持公司股份284.46万股，占公司总股本的 0.45%，增持金额6129.22万元（不含交易费用）。截至本公告日，华润江中持有公司股份273,916,036 股，占公司总股本的43.14%，本次增持计划已在期限内实施完毕，符合增持计划的相关要求。 ...

Core Viewpoint - China Resources' integration in the pharmaceutical sector is accelerating, with Jiangzhong Pharmaceutical acquiring 70% of Anhui Jingcheng Huyao for 70.78 million yuan, gaining actual control and consolidating financial statements [1][12] Group 1: Acquisition Details - Jiangzhong Pharmaceutical's acquisition of Anhui Jingcheng Huyao is notable for its high premium, with the assessed value of the target company at 101.12 million yuan, reflecting a 140.86% increase over its net assets of 41.98 million yuan [1] - Anhui Jingcheng Huyao, established in 2013, focuses on traditional Chinese medicine (TCM) health products, including popular OTC items like Liuwei Dihuang Oral Liquid and Brain Power Syrup [1][8] - The acquisition is part of a broader strategy by China Resources to expand its TCM portfolio and enhance market presence [1][12] Group 2: Financial Performance - Jiangzhong Pharmaceutical reported a revenue of 2.141 billion yuan in the first half of 2025, a decrease of 5.79% year-on-year, while net profit increased by 5.80% to 522 million yuan [4] - The OTC business, which is a major revenue driver, saw a revenue drop of 10.14% to 1.55 billion yuan, indicating greater pressure compared to overall revenue decline [6] - The company has faced declining revenue trends over the past two years, with a 3.78% drop in mid-2024 compared to the previous year [4] Group 3: Market Context and Strategy - The health consumer goods sector is becoming increasingly important, with Jiangzhong Pharmaceutical focusing on developing health products that convert low-frequency medications into high-frequency consumer goods [13][16] - The retail market for health supplements is expanding, with the retail sales of health products reaching 12.394 billion yuan in the first half of 2025, surpassing other medication categories [14] - Jiangzhong Pharmaceutical aims to enhance its product matrix in the health consumer goods sector, with a reported revenue growth of 17.35% in this segment [16] Group 4: Challenges and Future Outlook - The acquisition of Anhui Jingcheng Huyao is influenced by the financial difficulties of its previous owner, which is undergoing bankruptcy restructuring [9][10] - The transfer agreement includes conditions to ensure that key product licenses remain within the local jurisdiction, which may pose operational challenges [17] - Future success will depend on Jiangzhong Pharmaceutical's ability to manage debt risks and optimize production under the constraints of the acquisition [18]

Summary of the Chinese Medicine Industry Conference Call Industry Overview - The conference call focused on the Chinese medicine industry, particularly the impact of price reductions and procurement policies on listed companies and market dynamics [1][3][4]. Key Points and Arguments 1. **Price Reduction Impact**: The third round of centralized procurement for traditional Chinese medicine has resulted in an average price reduction of 63%. However, the impact on key products of listed companies is limited [1][3]. 2. **Future Procurement Policies**: The upcoming revision of the essential drug list, expected by the end of 2025 or in 2026, may include more traditional Chinese medicine products, potentially accelerating market growth [1][5]. 3. **Raw Material Price Trends**: Prices of traditional Chinese medicinal materials have been rising since November 2022 but are expected to return to previous levels by the second half of 2024. This fluctuation may affect gross margins for downstream companies [1][6]. 4. **Inventory and Demand**: Inventory levels for cold and respiratory traditional Chinese medicine products have been largely cleared, indicating that future shipments will depend more on terminal demand [1][7]. 5. **Mergers and Acquisitions**: The industry is experiencing frequent mergers and acquisitions, with companies like China Resources Group's Dong'e Ejiao and Jiangzhong Pharmaceutical actively pursuing consolidation to enhance industry concentration [1][8]. 6. **Hospital Revenue Trends**: Revenue from hospital-based traditional Chinese medicine has been declining, but the rate of decline is slowing, with profits performing better than revenues [2][13]. 7. **Investment Opportunities**: Companies with high R&D investments, such as Kangyuan Pharmaceutical and Tian Shi Li, are expected to benefit from innovative products contributing to revenue growth [1][13]. 8. **Dividend Policies**: Listed companies in the traditional Chinese medicine sector generally have high dividend payout ratios, with some exceeding 80%, indicating strong cash flow and potential for sustained high dividends [3][17]. 9. **Risks and Challenges**: The industry faces risks related to the potential underperformance of the new essential drug list, declining raw material prices affecting profitability, and intensified competition altering market dynamics [1][19]. Additional Important Insights - **Focus on Unique Products**: Companies with unique insurance products, such as Jiangzhong Pharmaceutical and Darentang, are expected to maintain a favorable competitive landscape and advantageous payment conditions [3][14]. - **Emerging Companies**: Companies like Tai Chi Group and Yiling Pharmaceutical, which are showing signs of recovery, are worth monitoring as they navigate through inventory adjustments and market demand shifts [1][18]. - **Government Reforms**: The potential for new five-year strategic plans for state-owned enterprises may provide fresh momentum for the industry, particularly for companies like Dong'e Ejiao and Jiangzhong Pharmaceutical [1][10][11]. This summary encapsulates the critical insights from the conference call, highlighting the current state and future outlook of the Chinese medicine industry, along with potential investment opportunities and risks.

Core Viewpoint - China Resources' Jiangzhong Pharmaceutical has signed an equity transfer agreement to acquire 70% of Anhui Jingcheng Huyao Pharmaceutical for 70.78393 million yuan, with an assessed value increase rate of 140.86% [2][3] Group 1: Acquisition Details - The acquisition of Jingcheng Huyao, established in November 2013 with a registered capital of 51 million yuan, focuses on the R&D, production, and sales of traditional Chinese medicine OTC products, particularly in the health supplement market [3] - Jiangzhong Pharmaceutical aims to integrate high-quality resources in the traditional Chinese medicine industry and enhance its presence in the health supplement sector through this acquisition [3][7] Group 2: Financial Performance - Jiangzhong Pharmaceutical reported total revenue of 2.141 billion yuan in the first half of 2025, a year-on-year decline of 5.79% [4] - The decline in revenue is primarily attributed to a drop in sales of over-the-counter (OTC) products, with the OTC segment generating 1.55 billion yuan, down more than 10% year-on-year [5] - The health consumer products segment experienced a significant revenue drop of nearly 50% in 2024, recovering slightly in 2025 with a 17.35% increase to 228 million yuan [6][7] Group 3: Strategic Adjustments - Jiangzhong Pharmaceutical is also optimizing its existing assets by transferring 100% of its subsidiary, Sanghai Pharmaceutical, and merging it with Jisheng Pharmaceutical to enhance operational efficiency [8] - The company has a weak self-research capability, relying on external acquisitions to fill gaps, with R&D investment in 2024 at 130 million yuan, accounting for less than 3% of revenue [9]

Core Viewpoint - The acquisition of a 70% stake in Jingcheng Huyao Pharmaceutical by Jiangzhong Pharmaceutical is a strategic move to enhance its position in the health supplement market, with a transfer price of 70.78393 million yuan and an assessed appreciation rate of 140.86% [1][2] Group 1: Acquisition Details - Jiangzhong Pharmaceutical has signed a share transfer agreement to acquire 70% of Jingcheng Huyao Pharmaceutical for 70.78393 million yuan, reflecting a significant assessed appreciation rate of 140.86% [1] - Jingcheng Huyao, established in November 2013 with a registered capital of 51 million yuan, focuses on the research, production, and sales of traditional Chinese medicine, particularly OTC products [1] Group 2: Business Challenges - Since the entry of the China Resources Group in 2018, Jiangzhong Pharmaceutical has faced sluggish revenue growth in its non-prescription and prescription drug segments, prompting the need for a new growth strategy [2] - The company's total revenue for the first half of 2025 was reported at 2.141 billion yuan, a decline of 5.79% year-on-year [3] Group 3: Revenue Breakdown - The non-prescription drug segment, particularly represented by the digestive tablets, has seen a revenue decline exceeding 10%, contributing significantly to the overall revenue drop [4] - The prescription drug segment, primarily consisting of traditional Chinese and chemical drugs, faces challenges due to low innovation and increasing competition from centralized procurement policies [4] Group 4: Health Consumer Products - The health consumer products segment, which includes recovery nutrition and health supplements, has experienced significant volatility, with a revenue drop of nearly 50% in 2024, recovering slightly to 228 million yuan in the first half of 2025 [5] - The acquisition of Jingcheng Huyao's products is expected to enhance Jiangzhong Pharmaceutical's competitiveness in the health product market [5] Group 5: Asset Optimization - Jiangzhong Pharmaceutical is also optimizing its existing assets by transferring 100% of its subsidiary, Sanghai Pharmaceutical, and reducing its capital by 19.8917 million yuan to improve transaction success rates [6] - The merger of Sanghai Pharmaceutical and Jisheng Pharmaceutical has led to a rapid increase in Jisheng's revenue, which reached 668 million yuan in 2024, although it faced a decline in the first half of 2025 [7] Group 6: R&D and Strategic Intent - Jiangzhong Pharmaceutical's R&D investment was only 130 million yuan in 2024, accounting for less than 3% of its revenue, indicating a reliance on external acquisitions to fill gaps in its capabilities [7] - The strategic intent of the China Resources Group aligns with Jiangzhong Pharmaceutical's focus on external acquisitions and internal resource integration in the pharmaceutical sector [7]

Core Insights - The appointment of Cheng Jie as the new president of China Resources Pharmaceutical signifies a strategic shift as the company faces challenges in traditional business growth and profitability amidst industry transformation [1][2][11] - The company reported a "revenue growth without profit increase" in its recent half-year report, with total revenue reaching 131.87 billion yuan, a 2.5% year-on-year increase, while net profit dropped by 20.3% to 2.08 billion yuan [2][7] - Cheng Jie, who has a strong background within the company, is expected to leverage his experience to navigate the current challenges and drive innovation and growth [4][19] Company Performance - China Resources Pharmaceutical's revenue has shown steady growth, increasing from 232.20 billion yuan in 2022 to 257.67 billion yuan in 2024, with an average annual growth rate of over 5% [7] - However, net profit has fluctuated, with a 13.06% decline in 2024 to 3.35 billion yuan and a further drop of 20.25% in the first half of 2025 [7][8] - The decline in profit is attributed to one-time impairment losses and rigid expense growth, with a net loss of 1.09 billion yuan in other income and losses reported for the first half of 2025 [7][8] Strategic Initiatives - The company has been actively pursuing mergers and acquisitions, with significant transactions including the acquisition of 100% of Green Cross Hong Kong for 1.82 billion yuan and a 28% stake in Tian Shi Li Pharmaceutical for 6.21 billion yuan [9][10] - Despite the expansion through acquisitions, the company is now shifting focus towards optimizing its asset structure by divesting non-core and loss-making businesses to enhance operational efficiency and profitability [10][15] - Cheng Jie is tasked with balancing the expansion from acquisitions with the need for profit growth, as well as addressing potential impairment risks associated with goodwill from these acquisitions [11][19] Industry Context - The Chinese pharmaceutical distribution market is experiencing maturation and differentiation, presenting structural opportunities for leading companies like China Resources Pharmaceutical [12] - Collaborations with multinational pharmaceutical companies are increasing, as these companies seek to focus on core products and leverage local distribution expertise [12][13] - The industry is transitioning from a phase of scale expansion to one of high-quality development, emphasizing the need for new products, channels, and innovative service models [14][15] Innovation and R&D - China Resources Pharmaceutical is enhancing its pharmaceutical business through initiatives such as establishing a 1 billion yuan investment fund focused on innovative drugs and high-end medical devices [17] - The company is also pursuing partnerships for innovative drug development, such as a collaboration with Nanjing Ai Er Pu for a heart failure treatment [17][19] - However, the company faces challenges in its R&D efforts, with a significant portion of its pipeline still focused on generic drugs rather than innovative products, which may hinder its competitive edge in a rapidly evolving market [18][19]

Core Viewpoint - The Chinese medicine sector shows resilience with the Chinese Medicine ETF (560080) rising by 0.28% despite market fluctuations, indicating strong investor interest and a net inflow of over 220 million yuan in the past 10 days [1][3]. Market Performance - The Chinese Medicine ETF (560080) has maintained a premium, closing with a premium rate of 0.14%, and has seen a total trading volume exceeding 1 billion yuan [1]. - Major stocks within the ETF, such as Dong'e Ejiao and Yunnan Baiyao, have shown positive performance, with Dong'e Ejiao increasing by over 1% [3][4]. Index Performance - The Chinese medicine index has experienced a negative return of -2.86% year-to-date, with a decline of 8.13% projected for 2024 [4]. - The index has shown a pattern of alternating performance, with three consecutive years of gains from 2019 to 2021, followed by three years of declines from 2016 to 2018 [4]. Valuation Metrics - The TTM price-to-earnings ratio for the Chinese Medicine ETF (560080) stands at 24.86, placing it at the 20.6% percentile of the past decade, suggesting a favorable valuation [6]. Financing and Investment Trends - Leveraged funds are increasingly utilizing the ETF for exposure to the higher-value Chinese medicine consumer sector, with the latest financing balance exceeding 91 million yuan, maintaining historical highs [7]. - The overall sentiment in the Chinese medicine sector is expected to improve, driven by stable market demand and accelerated innovation [9]. Future Outlook - The Chinese medicine sector is anticipated to benefit from innovation and transformation, with a focus on new product development and cost reductions in raw materials [9][10]. - The sector is positioned to leverage its advantages in preventive healthcare and as a complementary treatment alongside Western medicine [10]. Corporate Governance and Incentives - Recent corporate governance improvements and incentive plans in state-owned enterprises are expected to drive growth in the Chinese medicine sector, with companies like Huaren Sanjiu and Jiangzhong Pharmaceutical implementing effective incentive programs [11][12]. Dividend Yield - Several Chinese medicine companies are projected to have dividend yields exceeding 3% in 2024, with state-owned enterprises leading in this regard, indicating strong cash flow and shareholder returns [13][14].

（原标题："少壮派"程杰掌舵，华润医药这艘巨舰将驶向何方？） 21世纪经济报道记者 季媛媛、韩利明 传统业务增长渐显乏力，并购遗留问题逐渐浮现，华润医药这家医药巨头正尝试以换帅与自我革新之 举，穿越行业转型周期。 近日，港股上市企业华润医药（03320.HK）发布了一则人事公告，宣布新总裁人选。作为一家年营收 超过2500亿元的医药巨头，46岁的程杰正式出任公司执行董事兼总裁，踏入集团核心决策层。这一任 命，不仅意味着这位"少壮派"高管再度晋升，更将他推向了应对行业变革与企业盈利挑战的前沿。 2003年自沈阳药科大学毕业后，程杰便投身华润三九，从999感冒灵产品经理做起。伴随着"暖暖的，很 贴心"这句广告语传遍四方，他也逐步晋升，直至担任华润三九专业品牌事业部总经理。2022年初，程 杰"空降"东阿阿胶出任总裁，挑起转型的重担。 如今，从东阿阿胶迈向华润医药集团的核心岗位，程杰的晋升既体现了华润系内部人才培养体系的成 果，也彰显出集团对其战略决策能力与业务运营经验的认可。 纵观华润系的"医药帝国"，已全面覆盖医药各细分领域，旗下掌控着华润三九、江中药业、东阿阿胶、 昆药集团、华润双鹤、华润医疗等多家上市药企。 ...