健康元药业集团 2024 年年度股东大会会议资料 健康元药业集团股份有限公司 2024年年度股东大会会议资料 二〇二五年四月 1 / 40 | 2024 | 年年度股东大会会议议程安排 3 | | --- | --- | | 审议《2024 | 年度监事会工作报告》 4 | | 审议《2024 | 年度董事会工作报告》 9 | | 审议《2024 | 年度财务决算报告》 20 | | 审议《2024 | 年度利润分配方案》 26 | | 审议《健康元药业集团股份有限公司 | 2024 年年度报告（全文及摘要）》 27 | | 内部控制审计报告〉的议案》 28 | | | 表的专项审核报告》 29 | | | 审议《关于本公司授信融资及为下属子公司提供融资担保的议案》 30 | | | 审议《关于本公司及控股子公司焦作健康元为金冠电力贷款提供担保的议案》 37 | | | 案》 39 | | | 听取《2024 | 年度独立董事述职报告》 40 | 健康元药业集团 2024 年年度股东大会会议资料 健康元药业集团股份有限公司 2024年年度股东大会会议议程安排 一、现场会议时间：2025年6月6日 14:00 ...

一、召开会议的基本情况 重要内容提示： ●股东大会召开日期：2025 年 6 月 6 日 ●本次股东大会采用的网络投票系统：上海证券交易所股东大会网络投票系统 ●公司拟使用上证所信息网络有限公司（以下简称"上证信息"）提供的股东 大会提醒服务，委托上证信息通过智能短信等形式，根据股权登记日的股东名册主 动提醒股东参会投票，向每一位投资者主动推送股东会参会邀请、议案情况等信息。 健康元药业集团 关于召开 2024 年年度股东大会的通知 证券代码：600380 证券简称：健康元 公告编号：临 2025-036 健康元药业集团股份有限公司 关于召开2024年年度股东大会的通知 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。 1、股东大会类型和届次 2024年年度股东大会 2、股东大会召集人：董事会 3、投票方式：本次股东大会所采用的表决方式是现场投票和网络投票相结合的方 式 4、现场会议召开的日期、时间和地点 召开的日期时间：2025 年 6 月 6 日 14 点 00 分 召开地点：深圳市南山区高新区北区朗山路 17 号健康元药业 ...

Core Viewpoint - The company reported a decline in revenue and net profit for the fiscal year 2024, with total revenue at 15.619 billion yuan, down 6.17% year-on-year, and net profit attributable to shareholders at 1.387 billion yuan, down 3.90% year-on-year, which is in line with expectations [1] Group 1: Business Performance - The anti-infection segment showed signs of recovery with a year-on-year growth of 9.69%, while the respiratory business faced a significant decline of 36.98% due to the impact of centralized procurement and high base effects from 2023 [2] - The health food and OTC segment experienced rapid growth, achieving revenue of 0.697 billion yuan, a year-on-year increase of 53.91% [2] - The raw materials and intermediates segment remained relatively stable, generating revenue of 2.025 billion yuan, down 2.63% year-on-year, with stable price growth for 7-ACA but a decline in revenue for meropenem raw materials due to price drops and increased market competition [2] Group 2: R&D and Innovation - The company increased R&D investment by 30% in 2024, focusing on a rich product pipeline, with the first flu drug, Marpapsavir, having submitted an NDA application in August 2024 [4] - The gross margin for pharmaceutical manufacturing remained stable at 63.08%, with a slight increase of 0.64 percentage points year-on-year, and overall expenses decreased due to refined management and reduced costs from centralized procurement [4] - The company’s R&D expenses were 1.43 billion yuan, down 13.62% year-on-year, indicating a focus on innovation and improved R&D efficiency [4] Group 3: Future Outlook - The company is entering a new phase of accelerated innovation transformation, with new products expected to drive future growth [5] - Revenue forecasts for 2025-2027 have been slightly adjusted downwards, with expected revenues of 16.04 billion, 17.00 billion, and 18.02 billion yuan, reflecting a year-on-year growth of 2.7%, 6.0%, and 6.0% respectively [5] - The projected net profit for the same period is 1.46 billion, 1.56 billion, and 1.68 billion yuan, with corresponding EPS of 0.80, 0.85, and 0.92 yuan [5]

Group 1 - The core viewpoint of the article highlights the significant presence of large private equity firms in the A-share market, with 21 private equity firms holding shares in 51 A-share companies, totaling a market value of 20.2 billion yuan as of April 14 [2] - In the fourth quarter, 16 new stocks were added by private equity firms, 7 stocks were increased, 17 stocks remained unchanged, and 11 stocks were reduced [2] - The distribution of heavy holdings by private equity firms shows that the basic chemical industry had the highest number of stocks at 10, followed by the electronics industry with 9, and both machinery equipment and pharmaceutical biology industries with 6 each [2] Group 2 - Gao Yi Asset held 11 stocks in the fourth quarter, with a total market value of 10.194 billion yuan, including a new investment in Yangnong Chemical of 3.932 million shares valued at 2.275 billion yuan [2] - Gao Yi Asset increased its holdings in Tong Ren Tang, Zhongju High-tech, Zijin Mining, and Ruifeng New Materials, with respective increases of 8.5 million shares, 7.7 million shares, 7.2151 million shares, and 1 million shares, valued at 954 million yuan, 694 million yuan, 5.169 billion yuan, and 619 million yuan [2] - Gao Yi Asset maintained its holdings in Shengyi Technology and Tiandi Technology, with market values of 1.203 billion yuan and 104 million yuan respectively, while reducing its holdings in Yuntianhua, Angel Yeast, Dongcheng Pharmaceutical, and Health元 by 942,400 shares, 10 million shares, 1 million shares, and 1,854,640 shares respectively [3]

Core Viewpoint - The company Health元 (600380.SH) continues to face operational pressure due to a complex external environment, with both revenue and net profit declining for the second consecutive year in 2024 [1][6]. Financial Performance - In 2024, Health元 reported revenue of 15.619 billion and a net profit attributable to shareholders of 1.387 billion, representing a year-on-year decline of 6.17% and 3.90% respectively [4][6]. - The company has experienced a rare occurrence of consecutive declines in revenue and net profit, with the last similar instance occurring in 2023 [6][7]. - Quarterly revenue for 2024 showed a consistent decline across all four quarters, with figures of 4.340 billion, 3.895 billion, 3.664 billion, and 3.721 billion, reflecting year-on-year decreases of 4.81%, 6.39%, 6.80%, and 6.87% respectively [7][8]. Research and Development - Despite increasing focus on innovative drug development, Health元's R&D investment has been decreasing, with 2024 R&D spending at 1.532 billion, down 318 million from 2021 [2][11]. - The proportion of R&D investment relative to revenue has also declined, from 11.63% in 2021 to 9.81% in 2024 [11]. - The company has reduced its R&D personnel by 70 in 2024, with the total number of R&D staff at 1,670, accounting for 11.63% of total employees [10][11]. Dividend Policy - Health元's dividend distribution remains low, with a proposed cash dividend of 366 million for 2024, resulting in a dividend payout ratio of 26.39% [2][12]. - The company has maintained a dividend payout ratio below 30% for five consecutive years [3][13]. Cost Management - Health元 has managed to reduce sales and management expenses, totaling a decrease of 755.6 million in 2024 compared to 2023 [8][9]. - Despite the reduction in expenses, the company's net profit continued to decline, indicating challenges in reversing the downward trend in operational performance [9]. Cash Position - As of the end of 2024, Health元 reported cash and cash equivalents of 14.852 billion, with interest-bearing liabilities of 5.276 billion, indicating a strong liquidity position [15].

Financial Performance - The company achieved a revenue of RMB 15.619 billion and a net profit attributable to shareholders of RMB 1.387 billion for the year 2024, with a net cash flow from operating activities of RMB 3.636 billion[17]. - The company's operating revenue for 2024 was approximately ¥15.62 billion, a decrease of 6.17% compared to ¥16.65 billion in 2023[40]. - The net profit attributable to shareholders for 2024 was approximately ¥1.39 billion, down 3.90% from ¥1.44 billion in 2023[40]. - The net profit attributable to shareholders after deducting non-recurring gains and losses for 2024 was approximately ¥1.32 billion, a decrease of 3.99% compared to ¥1.37 billion in 2023[40]. - The net cash flow from operating activities for 2024 was approximately ¥3.64 billion, down 7.45% from ¥3.93 billion in 2023[40]. - Basic earnings per share for 2024 decreased by 2.63% to CNY 0.74 compared to CNY 0.76 in 2023[41]. - The weighted average return on equity for 2024 was 9.74%, down 1.26 percentage points from 11.00% in 2023[41]. Dividend Distribution - The company plans to distribute a cash dividend of RMB 2.00 per 10 shares to all shareholders, based on the total share capital as of the dividend record date[8]. - The company plans to distribute a cash dividend of 2.00 yuan per 10 shares (tax included) to all shareholders in 2024, reflecting its commitment to returning value to investors[59]. Research and Development - The company has launched over 20 innovative drug projects in various fields, with 9 projects advancing to clinical phase II or beyond[17]. - The company is leveraging AI technology to enhance efficiency across its operations, including drug research and development, and has deployed a leading AI model in its core business[21]. - Continued investment in research and development is planned to support innovation and competitiveness in the pharmaceutical sector[40]. - The company has established a comprehensive R&D system covering chemical preparations and biological products, focusing on respiratory and oncology immunology fields[68]. - The total R&D investment for the reporting period was 1.532 billion RMB, accounting for 9.81% of total revenue[139]. - The company is committed to advancing its research and development efforts across multiple therapeutic areas, including infectious diseases and reproductive health[141]. Product Development and Pipeline - The company’s innovative drug pipeline in the respiratory field includes over 10 innovative drugs, with significant progress in clinical trials[19]. - The company’s anti-influenza drug "Mapasavir" has shown superior efficacy in clinical trials, with the registration application accepted by the drug regulatory authority[19]. - The company has initiated the NDA application for Marpasiwe in August 2024, aiming for a swift market entry[53]. - The company is advancing multiple R&D projects in respiratory diseases, including TSLP monoclonal antibody and IL-4R monoclonal antibody[139]. - The company is developing JP-1366 injection for the treatment of bleeding due to peptic ulcers, currently in clinical application[143]. Market Strategy and Expansion - Future outlook includes strategic market expansion and potential mergers and acquisitions to drive growth[40]. - The company aims to strengthen its market position in the respiratory disease treatment sector, benefiting from policy-driven market expansion[52]. - The company is focusing on the development of new products and technologies to enhance its market position[40]. - The company is expanding its international presence by establishing subsidiaries in the Philippines and the Netherlands, successfully obtaining drug operation licenses and building quality systems[57]. - The company plans to build its first overseas factory in Jakarta, Indonesia, in 2024, to strengthen its global supply capabilities and expand into high-end markets in Europe and the United States[81]. Financial Management and Investments - The company has conducted five share buybacks since 2020, investing nearly 2.7 billion yuan, with the fifth phase buyback of approximately 500 million yuan completed by March 2025[58]. - The company reported a net cash flow from investment activities of -1.15 billion RMB, primarily due to increased purchases of large certificates of deposit[91]. - The company’s investment strategy focuses on long-term growth through capital increases and new establishment investments[159]. - The company’s investment in Joincare Pharma resulted in a loss of 0.08 million RMB for the period[159]. Compliance and Governance - The company has established a dedicated compliance management department to ensure compliance in production, circulation, and sales, enhancing its operational integrity[127]. - The company emphasizes investor communication and has designated a department to manage investor relations and information disclosure[196]. - The company adheres to strict information disclosure regulations, ensuring timely and accurate communication with all shareholders[197]. - The company has implemented measures to manage insider information, ensuring no insider trading occurred during the reporting period[200]. Sustainability and ESG - The company received an AA rating from MSCI for its ESG performance and was included in the S&P Global Sustainable Development Yearbook (China Edition) for 2024, highlighting its commitment to sustainable practices[61]. - The company is focused on green sustainable development, improving environmental standards, and monitoring environmental information[173].

Overview - The women's health supplement market in China is projected to reach a market size of 268.28 billion yuan in 2024, driven by increased health awareness and disposable income among women [1][10] - The market is segmented into various categories, with nutritional supplements accounting for approximately 30.5%, beauty and skincare products for 22.2%, and weight loss supplements for 21.2% [1][10] Market Policies - Recent policies such as the "Quality Strong Country Construction Outline" and "Measures to Restore and Expand Consumption" have been implemented to improve market order and support the women's health supplement industry [3][4] Industry Chain - The upstream of the women's health supplement industry includes suppliers of raw materials like herbal medicine, biological agents, and plant extracts, which significantly impact production costs [6] - The downstream consists of various sales channels including pharmacies, supermarkets, specialty stores, and e-commerce platforms [6] Consumer Demographics - In 2024, the female population in China is estimated to be 689.19 million, representing 48.94% of the total population, providing a solid consumer base for the women's health supplement industry [8] Competitive Landscape - The industry features numerous participants, including domestic companies like汤臣倍健 (Tongrentang) and东阿阿胶 (Dong'e Ejiao), as well as international brands like Swisse and Amway [12][14] - Tongrentang has established itself as a leader with a diverse product line and strong nutritional research capabilities, while Dong'e Ejiao focuses on traditional products catering to specific demographic needs [12][14][16] Industry Trends - Future demand for women's health supplements is expected to shift from single-function products to multi-dimensional solutions, focusing on immune support, weight management, and beauty [18] - There is a growing preference for natural ingredients and products that combine traditional Chinese health elements with modern formulations [18]

Policy Developments - Beijing's Medical Insurance Bureau and nine other departments issued measures to support high-quality development of innovative pharmaceuticals by 2025, including accelerating the use of self-developed in vitro diagnostic reagents and expanding the import categories for rare disease medications [2] - The document outlines 32 new initiatives aimed at enhancing clinical trial efficiency, improving review and approval processes, and promoting the clinical use of innovative medicines and medical devices [2] Drug and Device Approval - Novartis' application for the new indication of inclisiran, a long-acting siRNA therapy for lowering LDL-C, has been accepted by China's National Medical Products Administration [5] Capital Market - Hangzhou Lingmou Medical Technology Co., Ltd. completed several million RMB in Series A financing, led by Jiuhe Venture Capital [7] - Chengdu Saiyun Biotechnology Co., Ltd. announced the completion of several million RMB in angel+ financing, with funds aimed at accelerating the development of its self-researched pipeline [8] Industry Events - Tianjing Bio announced a clinical research collaboration with Biogen for the development of the monoclonal antibody Fizezotuzumab for treating IgA nephropathy and primary membranous nephropathy in China [10] - Merck KGaA acquired exclusive commercialization rights for Hengrui Medicine's oral GnRH receptor antagonist SHR7280 in mainland China, with an upfront payment of €15 million [12] Financial Reports - China National Pharmaceutical Group reported a net profit of approximately 642 million RMB for 2024, a decrease of 59.83% year-on-year, with total revenue of about 74.378 billion RMB, down 1.46% [14] - Health元 reported a net profit of 1.387 billion RMB for 2024, a decline of approximately 3.9% year-on-year, with total revenue of 15.619 billion RMB, down about 6.17% [15]

Group 1 - The company has agreed to provide joint liability guarantees for its wholly-owned and controlled subsidiaries to apply for credit financing of up to RMB 20.201 billion or equivalent foreign currency from banks such as the National Development Bank [1][2][18] - The total amount of guarantees is approximately RMB 20.201 billion, with RMB 9.13 billion for subsidiaries with a debt-to-asset ratio exceeding 70% and RMB 19.288 billion for those below 70% [2] - The total guarantees account for 56.56% of the company's most recent audited total assets of RMB 35.718 billion, pending approval at the company's shareholders' meeting [2] Group 2 - The company has a total guarantee balance of RMB 2.983 billion as of March 31, 2025, with RMB 1.576 billion for subsidiaries with a debt-to-asset ratio exceeding 70% and RMB 1.407 billion for those below 70% [18] - The guarantee balance represents 20.52% of the company's most recent audited net assets attributable to shareholders of RMB 14.534 billion [18] - As of March 31, 2025, there are no overdue guarantees from the company or its controlled subsidiaries [19] Group 3 - The company has several wholly-owned and controlled subsidiaries, including Shenzhen Haibin Pharmaceutical Co., Ltd. and Shenzhen Taotai Pharmaceutical Co., Ltd., which are involved in various pharmaceutical and healthcare-related businesses [3][4][5] - The subsidiaries have different registered capitals and main business activities, such as the production and sale of pharmaceutical products, research and development, and import-export operations [3][4][5][6] - The company is actively involved in the pharmaceutical industry, focusing on the production of various drug forms, including oral solutions, tablets, and inhalation preparations [4][5][6] Group 4 - The company held its ninth board meeting on April 7, 2025, where it reviewed and approved the proposal for credit financing and guarantees for its subsidiaries [18] - The board authorized the company's legal representative or their authorized person to sign relevant documents regarding the credit financing and guarantees [18] - The proposal will be submitted for approval at the company's shareholders' meeting [18]

Core Insights - Health元 reported a total revenue of 15.619 billion yuan and a net profit attributable to shareholders of 1.387 billion yuan for the year 2024, with a net operating cash flow of 3.636 billion yuan [1] - The company has established a strong position in the respiratory drug market, achieving a 22-fold growth in respiratory products since the launch of its first high-end inhalation formulation in 2019 [1][2] - Health元 is advancing its innovative drug pipeline in the respiratory field, with over 10 innovative drugs in development, including the flu drug "Marpacisavir," which has completed Phase III clinical trials [2][3] Revenue and Profitability - The company achieved an operating revenue of 15.619 billion yuan and a net profit of 1.387 billion yuan for 2024 [1] - The net profit after deducting non-recurring items was 1.319 billion yuan, indicating a strong financial performance [1] Product Development and Innovation - Health元 has developed over 10 first-class innovative drugs in the respiratory field, covering inhalation, oral, and injection forms [2] - The flu drug "Marpacisavir" has shown superior treatment effects, significantly shortening the duration of flu symptoms and demonstrating rapid relief for adolescents [2] - The company is also focusing on chronic obstructive pulmonary disease (COPD) with multiple first-in-class drugs, including TSLP monoclonal antibody and IL-4R monoclonal antibody, both in Phase II clinical trials [2] Strategic Collaborations - Health元 is collaborating with Bayer to develop a novel oral drug for COPD, which is a global first in its class, targeting the PREP enzyme to control inflammation [3] Embracing AI Technology - The company has begun integrating AI technology across its business operations to enhance efficiency and accelerate drug development processes [5] - Health元 has deployed advanced AI models for target identification, molecular design, and screening, significantly reducing research and development timelines [5] Future Outlook - The global pharmaceutical industry is undergoing significant transformation, with AI technology reshaping drug development paradigms [6] - Health元 aims to position itself as a leader in innovative respiratory drugs in the Chinese A-share market [3][6]