AI assistant
Shanghai Pharmaceuticals Holding Co., Ltd. Proxy Solicitation & Information Statement 2025
50709_rns_2025-05-28_0051da0b-0973-4517-8259-fafb47ad4baa.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action you should take, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Shanghai Pharmaceuticals Holding Co., Ltd.*, you should at once hand this circular and the accompanying proxy form and reply slip to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
上海锦柴集團股份有限公司
Shanghai Pharmaceuticals Holding Co., Ltd.*
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 02607)
ANNUAL REPORT FOR 2024
REPORT OF THE BOARD OF DIRECTORS FOR 2024
REPORT OF THE BOARD OF SUPERVISORS FOR 2024
FINAL ACCOUNTS REPORT FOR 2024 AND FINANCIAL BUDGET FOR 2025
PROFIT DISTRIBUTION PLAN FOR 2024
RE-APPOINTMENT OF THE ACCOUNTING FIRM
EXTERNAL GUARANTEES FOR 2025
ISSUANCE OF DEBT FINANCING PRODUCTS
SATISFACTION OF CONDITIONS FOR ISSUING CORPORATE BONDS
ISSUANCE OF CORPORATE BONDS
GENERAL MANDATE OF THE COMPANY
AND
NOTICE OF ANNUAL GENERAL MEETING
Notice, the proxy form and reply slip for the Annual General Meeting of the Company are enclosed with this circular.
For holders of H Shares, whether or not you are able to attend the Annual General Meeting, you are advised to read the notice of the Annual General Meeting carefully. If you intend to attend the Annual General Meeting by proxy, please complete and return the proxy form in accordance with the instructions printed thereon. Completion and return of the proxy form will not preclude you from attending and voting at the Annual General Meeting or at any adjourned meeting thereof in person.
For holders of H Shares, if you intend to attend the Annual General Meeting in person or by proxy, you are required to complete and return the reply slip.
29 May 2025
- For identification purpose only
CONTENTS
Pages
Definitions 1
Letter from the Board 3
Appendix I External Guarantees for 2025 17
Appendix II Issuance of Corporate Bonds 30
Notice of Annual General Meeting 57
- i -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
“2024 Annual General Meeting” or “Annual General Meeting” or “AGM”
the annual general meeting or any adjourned meeting thereof to be held by the Company on 26 June 2025 at 13:00 at Meeting Room 601, 6th Floor of Affiliated Building, Maple International Building Two, 450 Fenglin Road, Xuhui District, Shanghai, PRC
“Group”, “Company” or “Shanghai Pharmaceuticals”
Shanghai Pharmaceuticals Holding Co., Ltd. (上海醫藥集團股份有限公司), a joint stock company incorporated in the PRC with limited liability (listed on the Shanghai Stock Exchange with stock code 601607 and on the Main Board of the Hong Kong Stock Exchange with stock code 02607) or Shanghai Pharmaceuticals Holding Co., Ltd. and its subsidiaries (where applicable)
“A Shares”
domestic shares of the Company, with a nominal value of RMB1.00 each, which are listed on the Shanghai Stock Exchange and traded in RMB
“H Share(s)”
overseas listed foreign shares in the Company’s ordinary share capital, with a nominal value of RMB1.00 each, which are listed on the Hong Kong Stock Exchange and traded in Hong Kong dollars
“Share(s)”
A Share(s) and H Share(s)
“Shareholder(s)”
holder(s) of the shares of the Company
“Articles of Association”
the articles of association of the Company, as amended from time to time
“Board” or “Board of Directors”
the board of directors of the Company
“Directors”
the directors of the Company
“Independent Directors” or “Independent Non-executive Directors”
independent non-executive directors of the Company
“Board of Supervisors”
the board of supervisors of the Company
“Supervisor(s)”
the supervisor(s) of the Company
“PRC” or “China”
the People’s Republic of China, but for the purpose of this circular only, excluding Hong Kong, Macau and Taiwan
“CSRC”
China Securities Regulatory Commission
- 1 -
DEFINITIONS
| “SSE” | Shanghai Stock Exchange |
|---|---|
| “Hong Kong” | the Hong Kong Special Administrative Region of the PRC |
| “Hong Kong Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “Hong Kong Listing Rules” | the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended, supplemented or otherwise modified from time to time) |
| “Reporting Period” | the 12-month period from 1 January 2024 to 31 December 2024 |
| “RMB” | Renminbi, the lawful currency of the PRC. Unless otherwise specified, the currency generally refers to RMB |
| “US$” | US dollars, the lawful currency of the United States of America |
| “NZ$” | New Zealand dollars, the lawful currency of New Zealand |
| “treasury share” | has the meaning ascribed to it under the Hong Kong Listing Rules |
| “year-on-year” | compared with the same period of last year |
| “%” | per cent |
- 2 -
LETTER FROM THE BOARD
上海醫藥集團股份有限公司
Shanghai Pharmaceuticals Holding Co., Ltd.*
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 02607)
Executive Directors:
Mr. YANG Qiuhua
Mr. SHEN Bo
Mr. LI Yongzhong
Mr. DONG Ming
Non-executive Director:
Mr. ZHANG Wenxue
Independent Non-executive Directors:
Mr. GU Zhaoyang
Mr. FOK Manson
Mr. WANG Zhong
Ms. MAN Kwan
To the Shareholders
Dear Sir or Madam,
Registered Address:
No. 92 Zhangjiang Road
Pilot Free Trade Zone
China (Shanghai)
Principal Place of Business in Hong Kong:
Room 1918, 19/F
Lee Garden One
33 Hysan Avenue
Causeway Bay
Hong Kong
ANNUAL REPORT FOR 2024
REPORT OF THE BOARD OF DIRECTORS FOR 2024
REPORT OF THE BOARD OF SUPERVISORS FOR 2024
FINAL ACCOUNTS REPORT FOR 2024 AND FINANCIAL BUDGET FOR 2025
PROFIT DISTRIBUTION PLAN FOR 2024
RE-APPOINTMENT OF THE ACCOUNTING FIRM
EXTERNAL GUARANTEES FOR 2025
ISSUANCE OF DEBT FINANCING PRODUCTS
SATISFACTION OF CONDITIONS FOR ISSUING CORPORATE BONDS
ISSUANCE OF CORPORATE BONDS
GENERAL MANDATE OF THE COMPANY
AND
NOTICE OF ANNUAL GENERAL MEETING
- For identification purpose only
LETTER FROM THE BOARD
1. INTRODUCTION
The purpose of this circular is to provide you with the notice of the AGM and to provide you with all the reasonably necessary information to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the AGM.
Resolutions to be proposed at the AGM for the Shareholders to approve by way of ordinary resolutions include: (1) Annual Report for 2024; (2) Report of the Board of Directors for 2024; (3) Report of the Board of Supervisors for 2024; (4) Final Accounts Report for 2024 and Financial Budget for 2025; (5) Profit Distribution Plan for 2024; (6) Proposal regarding Re-appointment of the Accounting Firm; and (7) Proposal regarding External Guarantees for 2025.
Resolutions to be proposed at the AGM for the Shareholders to approve by way of special resolutions include: (8) Proposal regarding Issuance of Debt Financing Products; (9) Proposal regarding the Satisfaction of Conditions for Issuing Corporate Bonds; (10) Proposal regarding Issuance of Corporate Bonds; and (11) Proposal regarding the General Mandate of the Company.
2. ANNUAL REPORT FOR 2024
The Annual Report for 2024 of the Company has been published on the website of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company's website (www.sphchina.com) on 25 April 2025.
3. REPORT OF THE BOARD OF DIRECTORS FOR 2024
(1) Overview of the Company's operation in 2024
In 2024, in the face of the continuous and deep adjustment of the pharmaceutical industry and the new requirements for accelerating the cultivation of new quality productive forces, Shanghai Pharmaceuticals based on serving the overall situation, focused on development strategies around its main responsibilities and business, deeply promoted the "five major improvement actions" of strategy, organization, management, talents and compliance, strove to build a solid foundation, strengthen the core, make innovation and breakthroughs, and made every great effort to create a world-class enterprise.
In 2024, Shanghai Pharmaceuticals continued to be listed among the Fortune Global 500 (ranking promoted to the 411th place) and has won honors such as "Top 50 Global Pharma Companies", "Top 25 Global Brand Value Pharmaceutical Companies", "Top 100 Pharmaceutical Enterprises in China" and "China's ESG Listed Companies Pioneer 100".
During the Reporting Period, the Company achieved operating income of RMB275.251 billion, representing a year-on-year increase of 5.75%. Among which, the pharmaceutical manufacturing achieved sales revenue of RMB23.731 billion, down 9.62% year-on-year; the pharmaceutical service achieved sales revenue of RMB251.520 billion, up 7.47% year-on-year.
LETTER FROM THE BOARD
During the Reporting Period, the Company recorded RMB4.553 billion of net profit attributable to shareholders of the listed company, representing a year-on-year increase of 20.82%. Among which, the pharmaceutical manufacturing contributed profits of RMB2.193 billion, representing a year-on-year increase of 3.95%; pharmaceutical service contributed profits of RMB3.385 billion, representing a year-on-year increase of 1.05%. The major shareholding enterprises contributed profits of RMB470 million, representing a year-on-year decrease of 12.98%. The net profit after deduction of non-recurring profit or loss attributable to shareholders of listed company amounted to RMB4.065 billion, representing a year-on-year increase of 13.04%.
During the Reporting Period, the Company's R&D investment reached RMB2.818 billion, including RMB2.394 billion of R&D expenditure, representing a year-on-year increase of 8.64%.
During the Reporting Period, the operating net cash inflow of the Company amounted to RMB5.827 billion, representing a year-on-year increase of 11.39%, continuously maintaining its high-quality development.
(2) The daily work of the Board of Directors during the Reporting Period
In 2024, the Board of Directors of the Company and its special committees carried out all work legally and efficiently with great diligence in accordance with the Articles of Association and relevant terms of references of each special committee:
① Conscientiously performed the duties of the Board of Directors and ensured the operation of the Board of Directors in compliance with laws and regulations
During the Reporting Period, the Board of Directors of the Company, in strict accordance with the Company Law of the PRC, the Securities Law of the PRC, the Standards on Corporate Governance of Listed Companies and other relevant laws and regulations, the listing rules of the stock exchanges where the Shares are listed, the Articles of Association and the requirements of various internal rules and regulations, actively performed various duties of Directors, and focused on the enterprise operation, external investments, related/connected transactions, development strategies, internal control, capital planning and operations, corporate governance and information disclosure to ensure that the Company achieved steady development of its operation and management and further improve its corporate governance structure. During the Reporting Period, a total of eleven meetings were held by the eighth session of the Board of Directors. The convening and the procedure for deliberation of each meeting met relevant laws, rules, regulations and the Articles of Association.
LETTER FROM THE BOARD
② Give full play to the professional advantages and functions of each special committee
During the Reporting Period, each special committee of the Board of Directors gave full play to the professional advantages of independent Directors, actively provided advice to the Board of Directors and further improved the efficiency of decision-making of the Board of Directors. The specific work is as follows:
- During the Reporting Period, the audit committee of the Board of Directors held six meetings in total, during which, the audit committee discussed and reviewed the regular reports, audit plans, implementation of internal control, major and daily related/connected transactions, and provided advice for the Group to strengthen its internal control mechanism.
- During the Reporting Period, the nomination committee of the Board of Directors held two meetings in total, during which, the nomination committee discussed and reviewed the nomination of executive Directors and non-executive Directors of the eighth session of the Board of Directors.
- During the Reporting Period, the remuneration and assessment committee of the Board of Directors held three meetings in total, during which, the remuneration and assessment committee reviewed the performance appraisal report of senior management of the Company for 2023, the business performance appraisal and the remuneration distribution plan of senior management for 2024 and adjustments and exercise of options under the 2019 Option Incentive Scheme and other matters.
- During the Reporting Period, the strategy committee of the Board of Directors held one meeting in total, during which, the strategy committee considered the Innovation and Reform Work Plan for Shanghai Pharmaceuticals and its implementation.
③ Play the role of independent Directors in participating in decision-making, supervision and checks and balance
During the Reporting Period, there were four special meetings for independent Directors in total, during which, the independent Directors considered the proposal regarding Daily Related Transactions of the Company for 2024, the proposal regarding Renewal of Financial Services Agreement with Shanghai Shangshi Group Finance Co., Ltd. and Related Transactions and other related transactions matters, reviewed the necessity of the transactions, the fairness and reasonableness of the pricing, the compliance of the consideration procedure and other matters, and conscientiously performed duties as independent Directors.
- 6 -
LETTER FROM THE BOARD
④ Convening the Shareholders' general meeting
During the Reporting Period, the Board of Directors convened one annual general meeting and one extraordinary general meeting according to the Articles of Association and the actual needs.
(3) The improvement of the corporate governance during the Reporting Period
In 2024, in accordance with provisions and requirements of the Company Law of the PRC, the Securities Law of the PRC, the Standards on Corporate Governance of Listed Companies issued by the CSRC, the Corporate Governance Code as set out in Appendix C1 to the Hong Kong Listing Rules and other relevant laws and regulations, the Company continuously improved the corporate governance structure and internal control of the Group.
The Board of Directors has set up audit committee, nomination committee, remuneration and assessment committee and strategy committee, which strengthened the organization construction and professionalism in decision-making of the Board of Directors.
The office of the Board actively served the Directors. Directors can obtain the information necessary for decision-making from the office of the Board, the convener of the meeting, senior management, intermediaries, etc., before the meeting, or request the above-mentioned personnel to explain the relevant situation at the meeting. The mechanism for Directors to obtain independent viewpoints and opinions was effectively implemented during the Reporting Period.
The Company attached great importance to maintaining communication with Shareholders and updated the information in the official website in real time for the public to access information about the Company. At the same time, Shareholders can make inquiries about the Company or express their opinions at any time through the "SSE E-interactive platform", the Company's email and other ways. The Company also actively organized the results presentation, investor roadshow activity and other activities to communicate directly with the Shareholders. The Shareholder communication policy of the Company was effectively implemented during the Reporting Period.
(4) Work plan for 2025
In 2025, the Board of Directors will, in strict accordance with the provisions and requirements of laws, regulations and Articles of Association as always, continue to standardize their operation and perform their duties conscientiously to constantly improve the enterprise competitiveness and hereby reward the investors with better business performance.
LETTER FROM THE BOARD
4. REPORT OF THE BOARD OF SUPERVISORS FOR 2024
(1) Work of the Board of Supervisors in 2024
During the Reporting Period, all members of the Board of Supervisors fulfilled their duties as Supervisors diligently, supervised the Group’s operation and financial position, and the legality and compliance of the Directors, and senior management of the Company in performing their duties, visited and investigated in some enterprises and promoted the construction of governance structure of subordinate corporations, thus safeguarding the interests of the Group and the Shareholders as a whole.
① During the Reporting Period, the Board of Supervisors held six meetings in total, at which thirteen resolutions were considered and approved. Details are as follows:
- The 5th meeting of the eighth session of the Board of Supervisors considered and approved: Annual Report for 2023 and its Summary, Proposal regarding Cancellation of Expired and Unexercised Stock Options of the Second Exercise Period of the Initial Granted Share Options and the First Exercise Period of the Reserved Share Options under the 2019 A-Share Stock Option Incentive Plan of the Company, Profit Distribution Plan for 2023, Proposal regarding the Payment of Audit Fees for 2023 and the Proposed Audit Fees for 2024, Final Accounts Report for 2023 and Financial Budget for 2024 and the Report of the Board of Supervisors for 2023.
- The 6th meeting of the eighth session of the Board of Supervisors considered and approved: the First Quarterly Report of 2024.
- The 7th meeting of the eighth session of the Board of Supervisors considered and approved: the Proposal regarding Interim Dividend Arrangement for 2024.
- The 8th meeting of the eighth session of the Board of Supervisors considered and approved: the Interim Report of 2024 and its Summary and the Interim Profit Distribution Plan for 2024.
- The 9th meeting of the eighth session of the Board of Supervisors considered and approved: the Third Quarterly Report of 2024;
-
The 10th meeting of the eighth session of the Board of Supervisors considered and approved: the Proposal regarding Adjusting the List of Incentive Objects and the Quantity of Options in the 2019 A-Share Stock Option Incentive Plan and Cancelling of Part of Options and the Proposal regarding Fulfillment of the Exercise Conditions for the Third Exercise Period of the Reserved Share Options under the 2019 A-Share Stock Option Incentive Plan of the Company.
-
8 -
LETTER FROM THE BOARD
Independent opinions of the Board of Supervisors:
-
Independent opinions of the Board of Supervisors on the lawful operation of the Company: according to the Company Law of the PRC and the Articles of Association and other relevant laws and regulations, the Board of Supervisors supervised the convening procedures and resolutions of the Shareholders’ general meetings and Board meetings, and implementation of resolutions of the Shareholders’ general meetings by the Board of Directors. The Board of Supervisors considers that resolutions of the Shareholders’ general meetings had been implemented effectively; the governance system of the Company had been further improved, and the modern enterprise system had been enhanced; and the Board of Directors was well operated with decision made rigorously. Directors and senior management were diligent, responsible, pragmatic and enterprising in performing their duties, and played an important role in improving the Company’s governance, promoting decision effectiveness and maintaining Shareholders’ interest.
-
Independent opinions of the Board of Supervisors on the financial position of the Company: during the Reporting Period, the Annual Financial Report of 2024 of the Company thoroughly and truthfully reported the financial position and operation results of the Group. The standard unqualified auditor’s reports, and the analysis and evaluation of the relevant matters issued by Deloitte Touche Tohmatsu Certified Public Accountants LLP were objective and fair.
-
Independent opinions of the Board of Supervisors on related/connected transactions of the Company: during the Reporting Period, the related/connected transactions of the Group were conducted in the principles of fairness, impartiality and openness, priced according to market prices and operated with standardized procedures with fully disclosed information, and did not harm the interests of the Company and minority Shareholders.
-
Review and opinions of the Board of Supervisors on evaluation report of internal control: the Board of Supervisors has reviewed the Evaluation Report on Internal Control of Shanghai Pharmaceuticals Holding Co., Ltd. for 2024, and considered that the Company has established an appropriate internal control system in all material respects and the internal control management system has operated efficiently during the Reporting Period, ensuring the implementation of the internal control system and the normal conduct of production and operation.
(2) Work plan for 2025
In 2025, the Board of Supervisors will, with diligence and in strict compliance with the Company Law of the PRC, the Securities Law of the PRC, the Standards on Corporate Governance of Listed Companies and other laws and regulations, perform its duty of
LETTER FROM THE BOARD
supervising the operation and financial position of the Company, and the legality and compliance of the Directors and senior management of the Company in performing their duties to protect the legitimate rights and interests of the Company and the Shareholders.
5. FINAL ACCOUNTS REPORT FOR 2024 AND FINANCIAL BUDGET FOR 2025
The Final Accounts Report for 2024 and Financial Budget for 2025 are set out in the Annual Report for 2024 of the Company.
6. PROFIT DISTRIBUTION PLAN FOR 2024
As audited, in 2024, the Company's net profit attributable to shareholders of the listed company was RMB4,552,528,438.69. The balance of the Company's consolidated undistributed profit as of 31 December 2024 amounted to RMB36,547,207,403.71 after the addition of RMB33,822,332,888.31 of consolidated undistributed profit at the beginning of the year, the deduction of RMB1,518,487,050.73 of cash dividend in 2023 and RMB296,335,103.60 of cash dividend for the first half of 2024, and the decrease of other changes of RMB12,831,768.96.
The profit distribution plan for 2024 is as follows: the Company is proposed to pay cash dividend of RMB2.90 (tax inclusive) for every ten Shares to all Shareholders based on the total Share capital of 3,707,971,839 Shares as at 31 December 2024 with total proposed cash dividend of RMB1,075,311,833.31 (tax inclusive). The Company has distributed cash dividend of RMB296,335,103.60 (tax inclusive) for the half year of 2024. The total cash dividend of RMB1,371,646,936.91 (tax inclusive) has been distributed for 2024, accounting for 30.13% of consolidated net profit attributable to shareholders of the listed company for the year. After distribution, the Company's balance of the consolidated undistributed profit will be RMB35,471,895,570.40. During the Reporting Period, there is no conversion of capital reserve into Share capital of the Company.
If the total Share capital of the Company changes during the period up to the record date regarding the execution of the profit distribution, the Company intends to maintain the distribution amount per Share unchanged based on the total Share capital on the record date regarding the execution of the profit distribution and the total profit distribution amount will be adjusted accordingly.
7. PROPOSAL REGARDING RE-APPOINTMENT OF THE ACCOUNTING FIRM
Since Deloitte Touche Tohmatsu Certified Public Accountants LLP is an international reputable accounting firm qualified for securities related business that has extensive audit experience in A Shares and H Shares and in-depth understanding in respect of domestic and international accounting standards, it is capable of satisfying the requirements of the regulatory authorities and investors in both Mainland China and Hong Kong.
Upon discussion with Deloitte Touche Tohmatsu Certified Public Accountants LLP, the Company proposes to re-appoint Deloitte Touche Tohmatsu Certified Public Accountants LLP as the Company's auditor for 2025 and authorize the Board of Directors to determine its remuneration.
LETTER FROM THE BOARD
8. PROPOSAL REGARDING EXTERNAL GUARANTEES FOR 2025
Please refer to Appendix I to this circular.
9. PROPOSAL REGARDING ISSUANCE OF DEBT FINANCING PRODUCTS
In order to further expand the financing channel of Shanghai Pharmaceuticals, optimize the debt structure and reasonably control the financial cost of the Company, and to provide the Company with flexible choices on financial instruments to meet its needs for funds, the Company proposes, according to related regulations, to issue various equivalent short-term debt financing products and medium-term and long-term debt financing products in the total amount of not more than RMB15 billion or equivalent, including but not limited to short-term financing bills, extra short-term financing bills, short-term corporate bonds, medium-term notes, medium to long-term corporate bonds, perpetual bonds, quasi perpetual bonds, asset-backed bills and other short-term and medium to long-term debt financing products.
(1) Issuance Plan
① Scale of issuance
The Company proposes to apply for the issuance of various equivalent short-term debt financing products and medium to long-term debt financing products in the total amount of not more than RMB15 billion or equivalent, including but not limited to short-term financing bills, extra short-term financing bills, short-term corporate bonds, medium-term notes, medium to long-term corporate bonds, perpetual bonds, quasi perpetual bonds, asset-backed bills and other short-term and medium to long-term debt financing products.
② Time of issuance
The Company will, according to the actual needs for funds, issue the products once or through multi-tranche offering within the term approved by or registered at the regulatory authorities for related products.
③ Use of proceeds
The funds raised through the debt financing products issued by the Company will be used for replenishing working capital of the Company and its subsidiaries and repaying debts, etc.
④ Term of issuance
The term of various short-term debt financing products that the Company proposes to register and issue shall not be more than 1 year (inclusive) and that of all kinds of medium to long-term debt financing products shall be determined based on the Company's needs for funds and market conditions.
- 11 -
LETTER FROM THE BOARD
⑤ Term of validity of the resolution
This resolution shall be valid for 12 months from the date on which it is approved at the Shareholders’ general meeting. During the aforementioned validity period, for the portion of the debt financing product quota for which the Company has submitted issuance application to relevant regulatory authorities, the validity period of this resolution shall be automatically extended to the date when the aforementioned debt financing product quota for which the issuance application has been submitted is fully issued or the expiry date of the validity of approval/registration documents for the aforementioned submitted debt financing product quota from relevant regulatory authorities, whichever is later. During the aforementioned validity period, portion of the debt financing product quota for which Company has not submitted issuance application to relevant regulatory authorities shall automatically lapse upon the expiry of the aforementioned validity period. During the aforementioned validity period, the Company may convene another Shareholders’ general meeting in relation to the issuance of debt financing products to decide whether to terminate or extend the validity of this resolution.
(2) Authorizations related to the Issuance
In order to better grasp the opportunities for issuance of debt financing products and enhance the financing efficiency, it is submitted to the Shareholders’ general meeting to authorize the Board of Directors, which shall then authorize its executive committee to deal with all specific issues related to the said issuance of debt financing products with full authority, including but not limited to:
① To prepare and implement the specific proposal according to the laws and regulations of the PRC, related provisions and policies of the regulatory authorities as well as the resolutions of the Shareholders’ general meeting of the Company and the Board of Directors, and determine specific issues concerning the issuance and listing of debt financing products, including but not limited to negotiating with the principal underwriter and determining or adjusting the varieties to be issued, amount of each variety and whether they should be issued in tranches according to the Company’s needs and market conditions, determining the arrangements of issuance amount in each tranche, timing of issuance, term and way of principal and interest repayment, way of issuance and whether there should be any put or redemption provision within the term of registration notice or regulatory approval, as well as determining and engaging the intermediaries, way of underwriting, rating arrangement, way of pricing, coupon interest rate or its determination, details of use of the raised funds, measures to ensure repayment, credit-related issues such as guarantee and the issuance and listing of debt financing products.
② To modify and adjust the issuance proposal and related documents as necessary according to advices of the regulatory authorities and/or changes in market conditions.
LETTER FROM THE BOARD
③ To carry out negotiations on issuance and listing of the debt financing products on behalf of the Company, enter into legal documents such as contracts and agreements related to the issuance and listing of the debt financing products and appropriate information disclosure.
④ To take all necessary actions to determine/handle all other specific issues related to the issuance and listing of debt financing products.
⑤ The above authorizations shall be valid for 12 months from the date on which the resolution is approved by the Shareholders’ general meeting. During the aforementioned validity period, for the quota of the debt financing product for which Company has submitted issuance application to relevant regulatory authorities, the validity period of this resolution shall be automatically extended to the date when the aforementioned debt financing product quota for which the issuance application has been submitted is fully issued or the expiry date of the validity of approval/registration documents for the aforementioned submitted debt financing product quota from relevant regulatory authorities, whichever is later. During the aforementioned validity period, portion of the debt financing product quota for which Company has not submitted issuance application to relevant regulatory authorities shall automatically lapse upon the expiry of the aforementioned validity period. During the aforementioned validity period, the Company may convene another Shareholders’ general meeting in relation to the issuance of debt financing products to decide whether to terminate or extend the validity of this resolution.
(3) Approval Procedures for the Issuance
The issuance proposal and authorization issues related to the said debt financing products should be submitted to the Shareholders’ general meeting of the Company for consideration and approval and could not be implemented before being submitted to the related authorities for approval. The Company will disclose information on issuance in a timely manner according to related laws and regulations.
This proposal shall be effective upon approval by the Shareholders’ general meeting as a special resolution.
- PROPOSAL REGARDING THE SATISFACTION OF CONDITIONS FOR ISSUING CORPORATE BONDS
According to the relevant provisions of laws, regulations and regulatory documents such as the Company Law of the PRC, the Securities Law of the PRC (revised in 2019), the Administrative Measures for the Issuance and Trading of Corporate Bonds (《公司債券發行與交易管理辦法》) and the Rules for Listing of Corporate Bonds on SSE (revised in 2023) by comparing the actual condition of the Company on an item by item basis, the Company meets the conditions and requirements under relevant laws, regulations and regulatory documents applicable for the optimization of financing regulatory standards on publicly issuing corporate bonds, and is qualified to issue corporate bonds to professional investors.
- 13 -
LETTER FROM THE BOARD
This proposal shall be effective upon approval by the Shareholders’ general meeting as a special resolution.
11. PROPOSAL REGARDING ISSUANCE OF CORPORATE BONDS
Please refer to Appendix II to this circular.
12. PROPOSAL REGARDING THE GENERAL MANDATE OF THE COMPANY
To facilitate further capitalization of the Company in the future, the following motions are proposed for consideration and approval by the Shareholders’ general meeting:
Subject to the terms and conditions set out in the following provisions ① ② ③, and in compliance with the regulations stipulated in the Hong Kong Listing Rules and the Articles of Association, it is proposed that the Shareholders’ general meeting shall grant an unconditional general mandate to the Board to allot, issue and/or deal with A Shares and/or H Shares separately or concurrently, and to enter into the relevant agreements, make offers for Shares, or grant options or conversion rights to purchase or convert Shares (including convertible corporate bonds):
① The mandate is valid for the period from the date of passing of this resolution at the Shareholders’ general meeting to approve the grant of such mandate until whichever is the earliest of:
a. the conclusion of the next annual general meeting of the Company following the passing of this resolution at the Shareholders’ general meeting; or
b. the expiration of the 12-month period following the passing of this resolution at the Shareholders’ general meeting; or
c. the date on which the mandate granted to the Board is revoked or varied by a resolution of the Shareholders of the Company at any Shareholders’ general meeting.
Should the Board, during the validity period of the mandate, enter into agreements, make offers for Shares, or grant options or conversion rights to purchase or convert Shares which might require to be carried out or exercised upon or after the end of the validity period, the validity period of the mandate will be extended accordingly;
② The total par value of the A Shares and/or H Shares which the Board proposes to allot, issue and/or deal with, or conditionally or unconditionally agrees to allot, issue and/or deal with (by exercising its rights to purchase or otherwise) should not exceed 20% of the respective total par value of the A Shares and/or H Shares of the Company in issue (excluding any treasury shares) as at the date of passing of this resolution at the Shareholders’ general meeting (excluding Shares otherwise issued under rights issue or any share option schemes or similar arrangements);
- 14 -
LETTER FROM THE BOARD
③ The Board shall exercise the mandate pursuant to the Company Law of the PRC, the Hong Kong Listing Rules or all applicable laws, regulations and requirements of any other government or regulatory authorities and with the approval by the CSRC and/or other relevant governmental authorities in the PRC. According to the relevant laws and regulations in the PRC, even if a general mandate is granted to the Board, an issue of new A Shares by the Company is still subject to approval by the Shareholders’ general meeting.
With respect to an issue of Shares pursuant to the general mandate set out in this resolution, a proposal is made to the Shareholders’ general meeting to authorise the Board to increase the Company’s registered capital corresponding to the number of Shares issued under the general mandate, to make amendments to the Articles of Association where applicable and necessary in response to the increase of the Company’s registered capital, and to take any other necessary actions and complete any other necessary procedures.
This proposal shall be effective upon approval by the Shareholders’ general meeting as a special resolution.
13. PROXY
The proxy form and reply slip for the Annual General Meeting are enclosed with this circular.
If you intend to appoint a proxy to attend the AGM or any adjourned meetings thereof, you are required to complete and return the relevant proxy form in accordance with the instructions printed thereon. For holders of H Shares, the relevant proxy form should be returned to the Company’s H share registrar, MUFG Corporate Markets Pty Limited, at Suite 1601, 16/F, Central Tower, 28 Queen’s Road Central, Hong Kong as soon as possible, in any event served by hand or by post not less than 24 hours before the time stipulated for convening the AGM or any adjourned meetings thereof. Completion and return of the relevant proxy form will not preclude you from attending and voting at the AGM or at any adjourned meetings thereof in person if you so wish.
14. VOTING BY POLL
According to Rule 13.39(4) of the Hong Kong Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, the chairman of the AGM will demand a vote by poll in relation to all the proposed resolutions at the AGM in accordance with the requirements of Article 104 of the Articles of Association.
15. RECOMMENDATION FROM THE BOARD OF DIRECTORS
The Board of Directors (including the Independent Non-executive Directors) considers that all resolutions to be proposed at the AGM are in the interests of the Company and its Shareholders as a whole. Accordingly, the Board of Directors recommends that you vote in favor of all the resolutions to be proposed at the AGM.
LETTER FROM THE BOARD
16. RESPONSIBILITY STATEMENT
The circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Hong Kong Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquires, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
By order of the Board
Shanghai Pharmaceuticals Holding Co., Ltd.*
YANG Qiuhua
Chairman
Shanghai, the PRC, 29 May 2025
- 16 -
APPENDIX I
EXTERNAL GUARANTEES FOR 2025
PROPOSAL REGARDING EXTERNAL GUARANTEES FOR 2025
In order to accommodate its needs of the business development and reduce financing costs, Shanghai Pharmaceuticals has negotiated with related parties according to applicable laws and regulations, and proposes to provide external guarantees in 2025 as follows on the premise of standard operation and controllable risks:
I. SUMMARY OF GUARANTEE PROFILE
In order to accommodate the needs of the business development and meet the security and financing requirements of the Company and its subsidiaries, the external guarantee for 2025 to be provided by Shanghai Pharmaceuticals and its subsidiaries amounted to RMB16,484.2320 million (including RMB15,940.94 million, US$30 million and NZ$80 million, based on the average price as published by the People's Bank of China (PBOC) on 31 December 2024), including: (I) the external guarantee to be provided by Shanghai Pharmaceuticals headquarter in 2025 amounted to US$30 million; (II) the external guarantee to be provided by the controlled subsidiaries of Shanghai Pharmaceuticals in 2025 amounted to RMB5,940.94 million and NZ$80 million; (III) the guarantee to be provided by Shanghai Pharmaceuticals headquarter and its controlled subsidiaries to expected new members added to consolidated statements in 2025 amounted to RMB3,000 million; (IV) the guarantee to be provided by Shanghai Pharmaceuticals headquarter and its controlled subsidiaries to the international business expansion with newly planned financing guarantees in 2025 is equivalent to RMB5,000 million; and (V) the guarantee to be provided by Shanghai Pharmaceuticals headquarter and its controlled subsidiaries to expected bill pool in 2025 amounted to RMB2,000 million. Details are as follows:
(I) External guarantee to be provided by Shanghai Pharmaceuticals headquarter in 2025 amounted to US$30 million.
Details of the above guarantee of 1 party are as follows:
Unit: RMB0'000
| Guarantor | Guaranteed party | Whether the guaranteed party are enterprises within the scope of consolidated statements of the Company | The latest asset-liability ratio of the guaranteed party | Estimated amount of guarantee for 2025 | Whether provision of guarantee according to percentage of shareholding or with counter guarantee |
|---|---|---|---|---|---|
| Unit with asset-liability ratio above 70% | |||||
| 1 | Shanghai Pharmaceuticals Holding Co., Ltd. | China International Pharmaceutical (Holding) Corporation Limited | Yes | 91.51% | US$3,000 |
APPENDIX I
EXTERNAL GUARANTEES FOR 2025
(II) External guarantee to be provided by controlled subsidiaries of Shanghai Pharmaceuticals in 2025 amounted to RMB5,940.94 million and NZ$80 million.
Details of the above guarantee of the 50 parties are as follows:
Unit: RMB0'000
| Guarantor | Guaranteed party | Whether the guaranteed party are enterprises within the scope of consolidated statements of the Company | The latest asset-liability ratio of the guaranteed party | Estimated amount of guarantee for 2025 | Whether provision of guarantee according to percentage of shareholding or with counter guarantee |
|---|---|---|---|---|---|
| Units with asset-liability ratio above 70% | |||||
| 1 | Shanghai Pharmaceutical Co., Ltd. | Jiangxi Nanhua (Shanghai Pharma) Medicines Co., Ltd. | Yes | 78.09% | 10,000.00 |
| 2 | Shanghai Pharmaceutical Co., Ltd. | SPH Hangzhou Kailun Pharmaceutical Co., Ltd. | Yes | 86.44% | 6,000.00 |
| 3 | Shanghai Pharmaceutical Co., Ltd. | SPH Cardinal Laoda (Shanghai) Pharma Co., Ltd. | Yes | 91.46% | 10,000.00 |
| 4 | Shanghai Pharmaceutical Co., Ltd. | SPH Holding (Anhui) Biologicals Co., Ltd. | Yes | 73.03% | 12,000.00 |
| 5 | Shanghai Pharmaceutical Co., Ltd. | SPH Anhui Pharmaceutical Co., Ltd. | Yes | 84.76% | 26,974.00 |
- 18 -
APPENDIX I
EXTERNAL GUARANTEES FOR 2025
| Guarantor | Guaranteed party | Whether the guaranteed party are enterprises within the scope of consolidated statements of the Company | The latest asset-liability ratio of the guaranteed party | Estimated amount of guarantee for 2025 | Whether provision of guarantee according to percentage of shareholding or with counter guarantee |
|---|---|---|---|---|---|
| 6 | Shanghai Pharmaceutical Co., Ltd. | Shanghai Pharmaceutical Anqing Co., Ltd. | Yes | 81.09% | 26,500.00 |
| 7 | Shanghai Pharmaceutical Co., Ltd. | Shanghai Pharmaceutical Nantong Co., Ltd. | Yes | 84.66% | 9,000.00 |
| 8 | Shanghai Pharmaceutical Co., Ltd. | SPH Shandong Pharmaceutical Co., Ltd. | Yes | 92.20% | 3,000.00 |
| 9 | Shanghai Pharmaceutical Co., Ltd. | SPH Wenzhou Pharmaceutical Co., Ltd. | Yes | 88.33% | 3,000.00 |
| 10 | Shanghai Pharmaceutical Co., Ltd. | Shanghai Pharmaceutical Yunnan Co., Ltd. | Yes | 99.36% | 35,000.00 |
| 11 | Shanghai Pharmaceutical Co., Ltd. | SPH Cardinal (Sichuan) Pharma Co., Ltd. | Yes | 82.71% | 40,000.00 |
| 12 | Shanghai Pharmaceutical Co., Ltd. | SPH Cardinal (Chongqing) Pharma Co., Ltd. | Yes | 81.61% | 3,500.00 |
- 19 -
APPENDIX I
EXTERNAL GUARANTEES FOR 2025
| Guarantor | Guaranteed party | Whether the guaranteed party are enterprises within the scope of consolidated statements of the Company | The latest asset-liability ratio of the guaranteed party | Estimated amount of guarantee for 2025 | Whether provision of guarantee according to percentage of shareholding or with counter guarantee |
|---|---|---|---|---|---|
| 13 | SPH Keyuan Xinhai Pharmaceutical Co., Ltd. | SPH Inner Mongolia Pharmaceutical Co., Ltd. | Yes | 89.28% | 10,000.00 |
| 14 | SPH Runddy Jiangsu Pharmaceutical Co., Ltd. | SPH Taizhou Pharmaceutical Co., Ltd. | Yes | 99.92% | 5,000.00 |
| 15 | Shanghai Pharmaceutical Yunnan Co., Ltd. | SPH Qujing Pharmaceutical Co., Ltd. | Yes | 74.90% | 2,000.00 |
| 16 | Shanghai Pharmaceutical Yunnan Co., Ltd. | SPH Yunnan Medical Instruments Co., Ltd. | Yes | 90.13% | 11,000.00 |
| 17 | Shanghai Pharmaceutical Jilin Co., Ltd. | SPH Jilin Pharmaceutical Co., Ltd. | Yes | 90.86% | 2,000.00 |
| 18 | SPH Guizhou Pharmaceutical Co., Ltd. | SPH Bijie Pharmaceutical Co., Ltd. | Yes | 74.73% | 3,600.00 |
| 19 | SPH Guizhou Pharmaceutical Co., Ltd. | SPH Qiannan Pharmaceutical Co., Ltd. | Yes | 76.20% | 3,000.00 |
- 20 -
APPENDIX I
EXTERNAL GUARANTEES FOR 2025
| Guarantor | Guaranteed party | Whether the guaranteed party are enterprises within the scope of consolidated statements of the Company | The latest asset-liability ratio of the guaranteed party | Estimated amount of guarantee for 2025 | Whether provision of guarantee according to percentage of shareholding or with counter guarantee |
|---|---|---|---|---|---|
| 20 | SPH Keyuan Xinhai Pharmaceutical Co., Ltd. or Keyuan Xinhai (Beijing) Medical Products Trade Co., Ltd. | Honour Drug House Joint (H.K.) Limited | Yes | 76.47% | 5,000.00 |
| SPH Health Science Co., Ltd. | 1,000.00 | Both are wholly-owned subsidiaries of Shanghai Pharmaceuticals | |||
| Keyuan Xinhai (Beijing) International Supply Chain Management Co., Ltd. | 1,000.00 | Both are wholly-owned subsidiaries of Shanghai Pharmaceuticals | |||
| 21 | SPH Keyuan Xinhai Pharmaceutical Co., Ltd. | Keyuan Xinhai (Beijing) Medical Products Trade Co., Ltd. | Yes | 75.61% | 130,000.00 |
| Keyuan Xinhai (Beijing) International Supply Chain Management Co., Ltd. | 1,000.00 | Both are wholly-owned subsidiaries of Shanghai Pharmaceuticals | |||
| 22 | SPH Keyuan Xinhai Pharmaceutical Co., Ltd. | SPH Tongliao Pharmaceutical Co., Ltd. | Yes | 84.76% | 5,600.00 |
- 21 -
APPENDIX I
EXTERNAL GUARANTEES FOR 2025
| Guarantor | Guaranteed party | Whether the guaranteed party are enterprises within the scope of consolidated statements of the Company | The latest asset-liability ratio of the guaranteed party | Estimated amount of guarantee for 2025 | Whether provision of guarantee according to percentage of shareholding or with counter guarantee |
|---|---|---|---|---|---|
| 23 | SPH Keyuan Xinhai Heilongjiang Pharmaceutical Co., Ltd. | SPH Keyuan Xinhai (Suihua) Pharmaceutical Co., Ltd. | Yes | 83.71% | 1,600.00 |
| 24 | SPH Cardinal (Chongqing) Pharma Co., Ltd. | SPH Chongqing Medical Instruments Co., Ltd. | Yes | 73.77% | 1,500.00 |
| 25 | SPH Cardinal (Beijing) Pharma Co., Ltd. | SPH Cardinal (Beijing) Medical Instruments Co., Ltd. | Yes | 88.59% | 10,000.00 |
| 26 | SPH Huaxi (Sichuan) Pharmaceutical Co., Ltd. | SPH (Sichuan) Medical Equipment Co., Ltd. | Yes | 81.86% | 1,020.00 |
| 27 | Liaoning Medical Foreign Trading Co., Ltd. | SPH (Jinzhou) Pharmaceutical Co., Ltd. | Yes | 93.99% | 5,000.00 |
| 28 | Liaoning Medical Foreign Trading Co., Ltd. | SPH (Liaoning) Medical Device Co., Ltd. | Yes | 85.27% | 10,000.00 |
| 29 | Liaoning Medical Foreign Trading Co., Ltd. | SPH (Yingkou) Pharma Co., Ltd. | Yes | 80.31% | 4,000.00 |
- 22 -
APPENDIX I
EXTERNAL GUARANTEES FOR 2025
| Guarantor | Guaranteed party | Whether the guaranteed party are enterprises within the scope of consolidated statements of the Company | The latest asset-liability ratio of the guaranteed party | Estimated amount of guarantee for 2025 | Whether provision of guarantee according to percentage of shareholding or with counter guarantee |
|---|---|---|---|---|---|
| 30 | Liaoning Medical Foreign Trading Co., Ltd. | SPH Dalian Pharmaceutical Co., Ltd. | Yes | 90.81% | 10,000.00 |
| 31 | Liaoning Medical Foreign Trading Co., Ltd. | SPH Tongshan (Shenyang) Pharmacy Chain Co., Ltd. | Yes | 83.80% | 5,000.00 |
| 32 | Keyuan Xinhai (Beijing) Medical Products Trade Co., Ltd. | Keyuan Xinhai (Beijing) International Supply Chain Management Co., Ltd. | Yes | 83.64% | 4,000.00 |
| 33 | Keyuan Xinhai (Beijing) Medical Products Trade Co., Ltd. | SPH Health Science Co., Ltd. | Yes | 89.45% | 10,000.00 |
| 34 | Chongqing SPH Huiyuan Pharmacy Co., Ltd. | Chongqing SPH Huiyuan Qinglong Pharmacy Co., Ltd. | Yes | 89.11% | 7,000.00 |
| 35 | Chongqing SPH Huiyuan Pharmacy Co., Ltd. | Chongqing Tianbao Pharmaceutical Co., Ltd. | Yes | 85.10% | 3,000.00 |
| 36 | Shanghai Traditional Chinese Medicine Co., Ltd. | SPH (Ningxia) Chinese Medicine Co., Ltd. | Yes | 88.22% | 1,600.00 |
- 23 -
APPENDIX I
EXTERNAL GUARANTEES FOR 2025
| Guarantor | Guaranteed party | Whether the guaranteed party are enterprises within the scope of consolidated statements of the Company | The latest asset-liability ratio of the guaranteed party | Estimated amount of guarantee for 2025 | Whether provision of guarantee according to percentage of shareholding or with counter guarantee |
|---|---|---|---|---|---|
| 37 | Shanghai Traditional Chinese Medicine Co., Ltd. | Shanghai Lei Yun Shang Pharmaceutical Co., Ltd. | Yes | 107.22% | 2,000.00 |
| 38 | Zeus Two holding company Limited or Zeus One holding company Pty Limited or Vitaco Health Australia Pty Limited | Vitaco Health (NZ) Limited | Yes | 74.16% | NZ$8,000 |
| Units with asset-liability ratio below 70% | |||||
| 1 | Shanghai Pharma (Zhejiang) Co., Ltd. | SPH (Hangzhou) Medical Instruments Co., Ltd. | Yes | 69.12% | 5,000.00 |
| 2 | Shanghai Pharmaceutical Co., Ltd. | SPH Guizhou Pharmaceutical Co., Ltd. | Yes | 67.55% | 13,450.00 |
| 3 | Shanghai Pharmaceutical Co., Ltd. | SPH Sichuan Pharmaceutical Co., Ltd. | Yes | 62.90% | 90,000.00 |
| 4 | Shanghai Pharmaceutical Co., Ltd. | SPH Zunyi Pharmaceutical Co., Ltd. | Yes | 64.50% | 12,000.00 |
- 24 -
APPENDIX I
EXTERNAL GUARANTEES FOR 2025
| Guarantor | Guaranteed party | Whether the guaranteed party are enterprises within the scope of consolidated statements of the Company | The latest asset-liability ratio of the guaranteed party | Estimated amount of guarantee for 2025 | Whether provision of guarantee according to percentage of shareholding or with counter guarantee |
|---|---|---|---|---|---|
| 5 | |||||
| Shanghai Pharmaceutical Co., Ltd. | Shanghai Suzuken Chinese Medicine Co., Ltd. | Yes | 59.75% | 3,050.00 | Provision of guarantee according to percentage of shareholding |
| 6 | |||||
| SPH Sichuan Pharmaceutical Co., Ltd. | SPH Luzhou Pharmaceutical Co., Ltd. | Yes | 69.96% | 6,000.00 | With counter guarantee and charge on equity of other shareholders |
| 7 | |||||
| SPH Guizhou Pharmaceutical Co., Ltd. | SPH Anshun Pharmaceutical Co., Ltd. | Yes | 62.75% | 2,000.00 | With counter guarantee and charge on equity of other shareholders |
| 8 | |||||
| SPH Guizhou Pharmaceutical Co., Ltd. | SPH Liupanshui Pharmaceutical Co., Ltd. | Yes | 66.46% | 3,000.00 | With counter guarantee and charge on equity of other shareholders |
| 9 | |||||
| SPH Guizhou Pharmaceutical Co., Ltd. | SPH Qiandongnan Pharmaceutical Co., Ltd. | Yes | 59.30% | 4,000.00 | With counter guarantee and charge on equity of other shareholders |
| 10 | |||||
| Shanghai Huashi Pharmacy Co., Ltd. | Shanghai Huashi Pharmacy Nantong Chain Co., Ltd. | Yes | 46.26% | 700.00 | Provision of guarantee according to percentage of shareholding |
| 11 | |||||
| Liaoning Medical Foreign Trading Co., Ltd. | SPH (Liaoning) Pharmaceutical Logistics Co., Ltd. | Yes | 7.30% | 4,000.00 | Provision of guarantee according to percentage of shareholding |
- 25 -
APPENDIX I
EXTERNAL GUARANTEES FOR 2025
| Guarantor | Guaranteed party | Whether the guaranteed party are enterprises within the scope of consolidated statements of the Company | The latest asset-liability ratio of the guaranteed party | Estimated amount of guarantee for 2025 | Whether provision of guarantee according to percentage of shareholding or with counter guarantee |
|---|---|---|---|---|---|
| 12 | Keyuan Xinhai (Beijing) Medical Products Trade Co., Ltd. | Beijing Keyuan Xinhai Pharmaceutical Operation Co., Ltd. | Yes | 47.08% | 10,000.00 |
In respect of the above (I) and (II):
-
The external guarantee provided by Shanghai Pharmaceuticals and its controlled subsidiaries amounted to approximately RMB6,484.232 million (including RMB5,940.94 million, US$30 million and NZ$80 million, based on the middle price as published by the PBOC on 31 December 2024) for 2025, all of which were guarantees among members in the consolidated statements of the Company.
-
As of the disclosure date of the announcement dated 28 March 2025, the actual balance of external guarantee provided by Shanghai Pharmaceuticals and its controlled subsidiaries amounted to RMB2,746.5688 million. The balance of guarantees provided to units with asset-liability ratio above 70% amounted to RMB2,003.1868 million, and the balance of guarantees provided to units with asset-liability ratio below 70% amounted to RMB743.382 million.
-
The percentage of the guarantee amount accounted for 9.05% of the latest net assets of the listed company. The guarantee amount for units with asset-liability ratio above 70% accounted for 6.91% of the latest net assets of the listed company, and the guarantee amount for units with asset-liability ratio below 70% accounted for 2.14% of the latest net assets of the listed company.
-
Expected validity period of the guarantee: from the date of consideration and approval at the relevant general meeting of 2025 until the date when the guarantee plan for 2026 is considered and approved at the general meeting. The specific guarantee period shall be subject to the specific agreement.
-
Whether related guarantees are provided: no.
APPENDIX I
EXTERNAL GUARANTEES FOR 2025
(III) The guarantee to be provided by Shanghai Pharmaceuticals headquarter and its controlled subsidiaries to expected new members added to consolidated statements in 2025 amounted to RMB3,000 million.
In view of new projects and mergers and acquisitions to be possibly proceeded by Shanghai Pharmaceuticals and its controlled subsidiaries in 2025 and with reference to the business volume to be possibly generated, Shanghai Pharmaceuticals and its controlled subsidiaries shall provide those newly-founded and acquired business in 2025 with planned guarantees up to RMB3,000 million, so as to ensure its business development.
(IV) The amount of guarantee to be provided by the Shanghai Pharmaceuticals headquarter and its controlled subsidiaries to the international business expansion of controlled subsidiaries with newly planned financing guarantees in 2025 is equivalent to RMB5,000 million. During the year, based on the actual demand of international business expansion, the Company can establish new controlled subsidiaries to provide guarantees, or use the planned guarantee amount among new controlled subsidiaries and the following controlled subsidiaries under the premise of not exceeding the total amount. The specific details are as follows:
Unit: RMB0'000
| Guarantor | Guaranteed party | Whether the guaranteed party are enterprises within the scope of consolidated statements of the Company | The latest asset-liability ratio of guaranteed party | Estimated amount of guarantee for 2025 | Whether provision of guarantee according to percentage of shareholding or with counter guarantee |
|---|---|---|---|---|---|
| Units with asset-liability ratio below 70% | |||||
| 1 | Shanghai Pharmaceuticals Holding Co., Ltd. | SBC Medical Science and Technology (Group) Limited | Yes | 26.72% | 100,000.00 |
| 2 | Shanghai Pharmaceuticals Holding Co., Ltd. | Shanghai Pharmaceuticals (HK) Investment Limited | Yes | 7.86% | 300,000.00 |
- 27 -
APPENDIX I
EXTERNAL GUARANTEES FOR 2025
| Guarantor | Guaranteed party | Whether the guaranteed party are enterprises within the scope of consolidated statements of the Company | The latest asset-liability ratio of guaranteed party | Estimated amount of guarantee for 2025 | Whether provision of guarantee according to percentage of shareholding or with counter guarantee |
|---|---|---|---|---|---|
| 3 | |||||
| Shanghai Pharmaceuticals Holding Co., Ltd. | SHANGHAI PHARMACEUTICAL (USA) INC. | Yes | 5.28% | 100,000.00 | Provision of guarantee according to percentage of shareholding |
(V) The guarantee to be provided by Shanghai Pharmaceuticals headquarter and its controlled subsidiaries to expected bill pool in 2025 amounted to RMB2,000 million.
Given that Shanghai Pharmaceuticals headquarter and its controlled subsidiaries are expected to commence group bill pool operation in 2025, Shanghai Pharmaceuticals headquarter and its controlled subsidiaries proposed to provide no more than RMB2,000 million guarantees for the bill pool in 2025. The amount shall be shared among Shanghai Pharmaceuticals headquarter and its controlled subsidiaries.
As of the disclosure date of the announcement dated 28 March 2025, the actual balance of external guarantee under the bill poll of the Company and its controlled subsidiaries amounted to RMB247.05 million.
II. BRIEF DESCRIPTION OF GUARANTEED PARTIES
The guarantees proposal has involved 54 units as guaranteed parties in total, and all are units included in the consolidated statements.
III. THE ACCUMULATED AMOUNT OF EXTERNAL GUARANTEES AND THE AMOUNT OF OVERDUE GUARANTEES
As of the disclosure date of the announcement dated 28 March 2025, the total amount of the external guarantees provided by the Company and its controlled subsidiaries is RMB19,305.285 million, representing 26.93% of the Company's audited net assets attributable to the shareholders of the listed company as at 31 December 2024, the total amount of guarantee to the controlled subsidiaries provided by the Company is RMB392.445 million, representing 0.55% of the Company's audited net assets attributable to the shareholders of the listed company as at 31 December 2024.
- 28 -
APPENDIX I
EXTERNAL GUARANTEES FOR 2025
As of the disclosure date of the announcement dated 28 March 2025, the actual balance of the external guarantees provided by the Company and its controlled subsidiaries is RMB2,993.6188 million, representing 4.18% of the Company's audited net assets attributable to the shareholders of the listed company as at 31 December 2024.
As of the disclosure date of the announcement dated 28 March 2025, the Company and its controlled subsidiaries have no overdue guarantee matter.
The above resolution will be presented to the Shareholders' general meeting and will be valid from the date of the approval at the Annual General Meeting up to the date of the next annual general meeting.
Meanwhile, in order to facilitate operation, it is submitted to the Shareholders' general meeting to authorize the Board of the Directors, which shall then authorize the management of the Company, to implement, in accordance with the guarantee management system of the Company, the specific guarantee proposals within the aforementioned guarantee amount.
- 29 -
APPENDIX II
ISSUANCE OF CORPORATE BONDS
PROPOSAL REGARDING ISSUANCE OF CORPORATE BONDS
In order to meet the strategic planning of the Company and the demands for business development, expand the financing channel of the Company, optimize the existing financing structure, reasonably control the overall financing cost of the Company and better utilize the financial leverage, the Company proposes to issue corporate bonds.
I. OVERVIEW OF THE ISSUANCE
(I) Face value of bonds to be issued and scale of issuance
The unit face value of corporate bonds to be issued this time shall be RMB100, the total face value of corporate bonds shall not be more than RMB5 billion (inclusive). The issuance will be made in one or more tranches. The Shareholders' general meeting is requested to authorize the executive committee of the Board to determine the specific scale of issuance within the above scope in accordance with the PRC laws and regulations as well as the relevant requirements of the securities regulatory authorities and according to the Company's need for funds and the market conditions at the time of issuance.
(II) Interest rate of bonds and its way of determination
The corporate bonds proposed to be issued this time will be issued at face value with a fixed interest rate, which is calculated on an annual basis without compound interest. The specific nominal interest rate of the bonds will be determined through negotiations between the issuer and the principal underwriter according to related provisions of the state. The Shareholders' general meeting is requested to authorize the executive committee of the Board to determine and adjust the interest rate of issuance or its way of determination.
(III) Variety and term of bonds
The corporate bonds to be issued include the public issuance of general corporate bonds, renewable corporate bonds and short-term corporate bonds, etc.
Proposals shall be submitted to the Shareholders' general meeting to authorize the executive committee of the Board to determine the specific term structure (including but not limited to whether terms of rights attachment is designed, whether redemption terms or sale back terms are designed and the particulars thereof, and whether the option to adjust the coupon rate is designed and the particulars thereof), term composition, and the issue size of each variety at that time of issuance in accordance with relevant regulations and market conditions.
(IV) Method of principal and interest repayment
It is submitted to the Shareholders' general meeting to authorize the executive committee of the Board to determine the specific method of repayment according to the market conditions and relevant regulations upon its issuance.
APPENDIX II
ISSUANCE OF CORPORATE BONDS
(V) Method of issuance
These corporate bonds will be publicly issued in one or more tranches in China after obtaining the registration of the CSRC. The Shareholders’ general meeting is requested to authorize the executive committee of the Board to determine the specific way of issuance within the above scope according to the Company’s need for funds and the market conditions at the time of issuance.
(VI) Target of issuance and arrangement of placement to Shareholders of the Company
The target subscribers of these corporate bonds are professional investors who meet the criteria under the Securities Law of the PRC (Revised in 2019), Administrative Measures for the Issuance and Trading of Corporate Bonds (《公司債券發行與交易管理辦法》), Administrative Measures for the Eligibility of the Investors of Securities and Futures (《證券期貨投資者適當性管理辦法》), the Administrative Measures of the Shanghai Stock Exchange for Suitability of Investors in the Bond Market (《上海證券交易所債券市場投資者適當性管理辦法》) (Revised in 2023) and relevant laws and regulations to participate in bond subscription and transfer (except those prohibited by national laws and regulations from purchase). These corporate bonds will not be preferentially allocated to the Shareholders of the Company for placement.
(VII) Use of proceeds
After deducting the issuance costs, the funds raised through this issuance of corporate bonds will be used for repaying interest-bearing debts and replenishing working capital of the Company or its subsidiaries or other usages in compliance with laws and regulations. Proposals will be submitted to the Shareholders’ general meeting to authorize the executive committee of the Board to determine the use of proceeds within the aforementioned scope based on the Company’s financial position and capital needs.
(VIII) Guarantees
Proposals will be submitted to the Shareholders’ general meeting to authorize the executive committee of the Board to determine whether the corporate bonds will be guaranteed and specific guarantee methods in accordance with relevant regulations and market conditions.
(IX) Measures to guarantee bonds repayment
According to related provisions, the Shareholders’ general meeting is requested to authorize the executive committee of the Board to take, at least, the following measures when there is any failure in timely repayment of principal and interest of the bonds as expected or upon maturity:
- not to distribute the profits to Shareholders;
- suspend the implementation of projects that incur capital expenditure such as material external investments, acquisitions and mergers;
APPENDIX II
ISSUANCE OF CORPORATE BONDS
-
payment of salary and bonus of the directors and senior management of the Company shall be adjusted, reduced or ceased;
-
key personnel accountable for such event shall not be allowed for re-designation.
(X) Way of underwriting
It is proposed that an underwriting group should be formed by the principal underwriters and underwrite the bonds by way of standby commitment.
(XI) Listing arrangements
Upon completion of the issuance of corporate bonds and satisfaction of the listing conditions, the Company will promptly submit an application to Shanghai Stock Exchange for the listing and public trading of the proposed corporate bonds. When approved by the regulatory authorities, the corporate bonds may also be listed for public trading in other exchanges allowed by applicable laws. The Shareholders’ general meeting is requested to authorize the executive committee of the Board to determine the specific exchanges according to related laws and regulations, approvals of regulatory authorities and the market conditions.
(XII) Period of validity of the resolution
The resolution of the Shareholders’ general meeting on these corporate bonds shall be valid for 12 months from the date of approval by the Shareholders’ general meeting of the Company. During the aforementioned validity period, if the Company submits the registration of this corporate bond issuance to the CSRC, the validity period of this resolution shall be automatically extended to the date on which the issuance of all of these corporate bonds is fully completed or the expiry date of the validity of approval/registration documents for the corporate bonds granted by the CSRC, whichever is later. During the aforementioned validity period, the Shareholders’ general meeting of the Company may convene a separate Shareholders’ general meeting in relation to the issuance of corporate bonds to decide whether to terminate or extend the validity period of this resolution.
(XIII) Authorizations regarding this issuance to the executive committee of the board
According to the arrangements of the proposed issuance of corporate bonds and in order to enhance the efficiency of work related to the issuance and listing of the proposed corporate bonds, the Company’s Shareholders’ general meeting is requested to authorize the board of directors of the Company executive committee to handle all related issues with full authority, including but not limited to:
(1) to decide and engage agencies related to this issuance of corporate bonds.
(2) according to the relevant requirements of national laws, regulations and the securities regulatory authorities, and as per the actual conditions of the Company and the market to decide the specific distribution plan for this issuance of corporate bonds, modify and
- 32 -
APPENDIX II
ISSUANCE OF CORPORATE BONDS
adjust the terms for this issuance of corporate bonds, including but not limited to, the specific issuance size, method, placement arrangement, effective term of bonds, variety of bonds, interest rate of bonds or the method to determine the interest rate, issuance timing, issuance plan, including whether issuance in tranches, number of tranches, and the issuance size of each tranche, whether setting up sale back terms or redemption terms and the specific contents of the terms, formulating guarantee programs, ratings arrangement, specific subscription methods, arrangement for repaying principal and interests, order of reimbursement, guarantee for bonds repayment, and listing arrangement, and any other matters related to the issuance terms; and to decide the specific use of the raised funds within the use scope of such funds determined in the Shareholders' general meeting, and any other matters.
(3) to develop, approve, execute, modify and publish all legal documents related to this issuance of corporate bonds, and make appropriate supplements or adjustments to the declaration documents as per the requirements of the regulatory authorities.
(4) to carry out negotiations on issuance and listing of corporate bonds on behalf of the Company and appropriate information disclosure.
(5) to select entrusted manager of the bonds, execute agreements for entrusted management of the bonds, and develop the rules for meeting of bond holders.
(6) upon the completion of this issuance, to deal with all listing matters of this issuance of corporate bonds.
(7) In the case of any change to the national laws, regulations, or related policies of the regulatory authorities, or the market conditions, except those matters which must be re-resolved by the Shareholders' general meeting according to related laws, regulations and Articles of Association, make appropriate adjustments to matters related to this issuance of the corporate bonds as per the requirements of relevant laws, regulations, and Articles of Association, and the opinions of the regulatory authorities (if any), or decide whether continue to implement this issuance of corporate bonds according to the actual conditions.
(8) to be fully responsible for dealing with any other matters related to this issuance and listing of corporate bonds.
(9) This authorization shall be valid for 12 months from the date of approval by the Shareholders' general meeting. During the aforementioned validity period, if the Company submits the registration of this corporate bond issuance to the CSRC, the validity period of this authorization shall be automatically extended to the date on which the issuance of all of these corporate bonds is fully completed or the expiry date of the validity of approval/registration documents for the issuance of the corporate bonds granted by the CSRC, whichever is later. During the aforementioned validity period, the
APPENDIX II
ISSUANCE OF CORPORATE BONDS
Shareholders’ general meeting of the Company may convene a separate Shareholders’ general meeting in relation to this authorization to decide whether to terminate or extend the validity period of this authorization.
II. BRIEF FINANCIAL AND ACCOUNTING INFORMATION OF THE ISSUER
(I) Balance sheets, profit statements and cash flow statements for the last three years
1. Consolidated financial statements for the last three years
(1) Consolidated balance sheet
Unit: RMB0'000
| Items | 31 December 2024 | 31 December 2023 | 31 December 2022 |
|---|---|---|---|
| Current asset | |||
| Monetary funds | 3,574,432.80 | 3,051,770.64 | 2,740,139.60 |
| Financial assets held for trading | 863,293.00 | 1,015,215.48 | 961,355.47 |
| Derivative financial assets | 1,622.48 | 259.64 | 482.01 |
| Notes receivable | 112,210.50 | 190,864.90 | 179,958.44 |
| Accounts receivable | 7,912,920.57 | 7,293,388.11 | 6,675,985.40 |
| Receivables financing | 196,566.98 | 232,010.60 | 162,738.61 |
| Prepayments | 194,740.24 | 319,004.43 | 386,758.27 |
| Other receivables | 310,669.56 | 338,113.39 | 257,481.41 |
| Inventories | 3,894,366.97 | 3,662,339.39 | 3,446,021.68 |
| Non-current assets due within one year | 8,361.16 | 7,742.01 | 18,561.99 |
| Other current assets | 113,126.47 | 132,677.64 | 121,804.19 |
| Total current assets | 17,182,310.74 | 16,243,386.23 | 14,951,287.06 |
APPENDIX II
ISSUANCE OF CORPORATE BONDS
| Items | 31 December 2024 | 31 December 2023 | 31 December 2022 |
|---|---|---|---|
| Non-current asset | |||
| Long-term receivables | 38,624.45 | 22,793.96 | 21,229.98 |
| Long-term equity investments | 806,684.49 | 835,191.01 | 923,264.36 |
| Other equity instrument investments | 4,389.93 | 5,541.67 | 10,148.75 |
| Other non-current financial assets | 172,466.81 | 219,537.19 | 214,304.01 |
| Investment properties | 36,601.03 | 31,467.31 | 24,641.55 |
| Fixed assets | 1,491,104.52 | 1,215,505.47 | 1,153,928.94 |
| Projects under construction | 214,865.16 | 356,962.91 | 277,736.31 |
| Bearer biological assets | 13,338.18 | 13,342.72 | 13,719.18 |
| Right-of-use assets | 198,173.16 | 214,831.11 | 186,865.99 |
| Intangible assets | 561,746.24 | 605,083.59 | 624,414.00 |
| Development expenditure | 21,532.49 | 31,050.97 | 34,260.53 |
| Goodwill | 1,114,558.61 | 1,139,333.22 | 1,133,592.66 |
| Long-term prepaid expenses | 53,456.65 | 47,471.12 | 46,243.86 |
| Deferred income tax assets | 162,752.90 | 171,685.81 | 153,472.90 |
| Other non-current assets | 48,337.63 | 44,069.11 | 44,380.07 |
| Total non-current assets | 4,938,632.27 | 4,953,867.14 | 4,862,203.09 |
| Total assets | 22,120,943.01 | 21,197,253.38 | 19,813,490.15 |
Note: Where there is a difference in the decimal between the total financial data and the sum of the detailed numbers directly added together shown in the table above, it is due to rounding.
- 35 -
APPENDIX II
ISSUANCE OF CORPORATE BONDS
Unit: RMB0'000
| Items | 31 December 2024 | 31 December 2023 | 31 December 2022 |
|---|---|---|---|
| Current liabilities | |||
| Short-term borrowings | 3,806,409.90 | 3,556,049.97 | 2,775,058.86 |
| Derivative financial liabilities | 159.82 | 231.65 | 156.99 |
| Notes payable | 924,113.33 | 671,744.35 | 596,172.37 |
| Accounts payable | 5,024,178.71 | 4,791,501.07 | 4,560,380.53 |
| Contract liabilities | 156,203.68 | 197,069.01 | 224,282.35 |
| Employee benefits payable | 179,634.71 | 178,398.00 | 158,048.82 |
| Taxes payable | 126,401.53 | 121,717.22 | 144,082.34 |
| Other payables | 1,679,735.95 | 1,794,935.39 | 1,647,485.59 |
| Non-current liabilities due within one year | 84,216.25 | 296,347.58 | 324,943.31 |
| Other current liabilities | 622,784.75 | 629,193.65 | 638,493.45 |
| Total current liabilities | 12,603,838.63 | 12,237,187.90 | 11,069,104.60 |
| Non-current liabilities | |||
| Long-term borrowings | 833,133.41 | 578,615.47 | 625,979.94 |
| Lease liabilities | 139,629.95 | 155,007.67 | 130,161.11 |
| Long-term payables | 915.34 | 816.35 | 799.59 |
| Accrued liabilities | 3,602.52 | 3,958.51 | 2,397.89 |
| Deferred income | 55,099.12 | 63,348.13 | 53,458.11 |
| Long-term employee benefits payable | 3,916.12 | 3,888.42 | 3,891.20 |
| Deferred income tax liabilities | 81,645.28 | 101,582.01 | 104,923.75 |
| Other non-current liabilities | 24,926.27 | 20,239.62 | 22,528.87 |
| Total non-current liabilities | 1,142,868.01 | 927,456.18 | 944,140.44 |
| Total liabilities | 13,746,706.64 | 13,164,644.08 | 12,013,245.04 |
| Shareholders' equity | |||
| Share capital | 370,797.18 | 370,330.11 | 369,754.62 |
| Capital reserves | 2,964,777.13 | 2,918,764.92 | 2,909,810.38 |
| Other comprehensive income | -53,427.99 | -49,608.94 | -37,132.37 |
| Surplus reserves | 230,694.94 | 230,694.94 | 215,880.73 |
| Undistributed profits | 3,654,720.74 | 3,382,233.29 | 3,247,987.23 |
| Total shareholders' equity attributable to parent company | 7,167,562.00 | 6,852,414.31 | 6,706,300.59 |
| Minority interests | 1,206,674.37 | 1,180,194.99 | 1,093,944.52 |
| Total shareholders' equity | 8,374,236.37 | 8,032,609.30 | 7,800,245.11 |
| Total liabilities and shareholders' equity | 22,120,943.01 | 21,197,253.38 | 19,813,490.15 |
Note: Where there is a difference in the decimal between the total financial data and the sum of the detailed numbers directly added together shown in the table above, it is due to rounding.
APPENDIX II
ISSUANCE OF CORPORATE BONDS
(2) Consolidated income statement
Unit: RMB0'000
| Items | Year 2024 | Year 2023 | Year 2022 |
|---|---|---|---|
| Operating income | 27,525,093.49 | 26,029,508.89 | 23,198,129.98 |
| Less: Operating costs | 24,461,926.11 | 22,896,694.70 | 20,149,492.31 |
| Taxes and surcharges | 77,788.22 | 73,810.64 | 71,627.37 |
| Selling expenses | 1,271,397.64 | 1,390,219.15 | 1,427,897.49 |
| Administrative expenses | 568,984.11 | 571,182.74 | 499,168.92 |
| R&D expenses | 239,443.38 | 220,403.37 | 211,219.76 |
| Financial expenses – net | 148,091.22 | 148,575.76 | 131,319.25 |
| Add: Other income | 63,437.19 | 79,316.16 | 39,376.02 |
| Investment income | 38,042.67 | -6,812.27 | 53,311.71 |
| Including: Share of investment income of associates and joint ventures | 52,190.90 | 12,932.87 | 52,674.33 |
| Gains from derecognition of financial assets measured at amortised cost | -15,872.12 | -18,759.85 | -8,050.82 |
| Gains/(losses) on changes in fair value | 20,385.38 | 40,473.14 | 21,873.79 |
| Credit impairment reversals/(losses) | -22,616.21 | -27,995.87 | -31,246.05 |
| Assets impairment losses | -61,437.36 | -56,127.75 | -33,147.13 |
| Gains/(losses) on assets disposal | 18,796.80 | 9,247.53 | 143,891.81 |
| Operating profits | 814,071.29 | 766,723.47 | 901,465.04 |
| Add: Non-operating income | 15,639.99 | 4,068.97 | 3,277.81 |
| Less: Non-operating expenses | 27,710.63 | 65,362.77 | 23,907.52 |
| Total profit | 802,000.65 | 705,429.67 | 880,835.33 |
| Less: Income tax expenses | 214,999.52 | 188,772.65 | 181,633.85 |
| Net profit | 587,001.13 | 516,657.03 | 699,201.48 |
| Less: Profit and loss of minority shareholders | 131,748.29 | 139,857.07 | 137,486.28 |
| Net profits attributable to owners of parent company | 455,252.84 | 376,799.96 | 561,715.20 |
| Other comprehensive income, net of tax | -6,261.79 | -12,671.99 | -22,648.03 |
| Other comprehensive income attributable to shareholders of parent company, net of tax | -3,819.05 | -12,476.58 | -22,692.95 |
APPENDIX II
ISSUANCE OF CORPORATE BONDS
| Items | Year 2024 | Year 2023 | Year 2022 |
|---|---|---|---|
| Other comprehensive income that will not be reclassified to profit or loss | -1,151.74 | -4,607.08 | 2,809.51 |
| Changes in fair value of investments in other equity instruments | -1,151.74 | -4,607.08 | 2,809.51 |
| Other comprehensive income that will be reclassified to profit or loss | -2,667.31 | -7,869.50 | -25,502.46 |
| Share of other comprehensive income of investees accounted for using equity method, which will be reclassified subsequently to profit or loss | -369.40 | -13.33 | -23.49 |
| Provision for credit impairment of receivables financing | -46.93 | 109.97 | 299.98 |
| Effective portion of gains or losses on cash flow hedge | -222.11 | -216.74 | 68.99 |
| Exchange differences on translation of financial statements denominated in foreign currencies | -2,028.86 | -7,749.39 | -25,847.94 |
| Other comprehensive income attributable to minority shareholders, net of tax | -2,442.75 | -195.41 | 44.91 |
| Total comprehensive income | 580,739.34 | 503,985.04 | 676,553.45 |
| Less: Total comprehensive income attributable to minority shareholders | 129,305.54 | 139,661.66 | 137,531.19 |
| Total comprehensive income attributable to ordinary shareholders of parent company | 451,433.79 | 364,323.38 | 539,022.25 |
| Earnings per share (RMB): | |||
| Basic earnings per share | 1.23 | 1.02 | 1.61 |
| Diluted earnings per share | 1.23 | 1.02 | 1.61 |
Note: Where there is a difference in the decimal between the total financial data and the sum of the detailed numbers directly added together shown in the table above, it is due to rounding.
- 38 -
APPENDIX II
ISSUANCE OF CORPORATE BONDS
(3) Consolidated cash flow statement
Unit: RMB0'000
| Items | Year 2024 | Year 2023 | Year 2022 |
|---|---|---|---|
| Cash flows from operating activities: | |||
| Cash received from sales of goods or rendering of services | 30,113,807.50 | 28,363,939.13 | 24,991,061.88 |
| Refund of taxes received | 15,707.58 | 11,374.34 | 30,103.91 |
| Cash received relating to other operating activities | 335,547.49 | 303,027.58 | 218,548.53 |
| Sub-total of cash inflows from operating activities | 30,465,062.56 | 28,678,341.04 | 25,239,714.32 |
| Cash paid for goods and services | 26,813,436.11 | 25,197,826.50 | 21,878,337.29 |
| Cash paid to and on behalf of employees | 1,063,919.97 | 989,604.43 | 915,406.09 |
| Payments of taxes | 732,704.42 | 749,783.59 | 790,001.77 |
| Cash paid relating to other operating activities | 1,272,276.30 | 1,217,974.55 | 1,181,633.05 |
| Sub-total of cash outflows from operating activities | 29,882,336.79 | 28,155,189.07 | 24,765,378.20 |
| Net cash flows from operating activities | 582,725.77 | 523,151.97 | 474,336.12 |
| Cash flows from investing activities: | |||
| Cash received from disposal of investments | 4,780,942.85 | 2,687,864.37 | 2,938,710.00 |
| Cash received from returns on investments | 134,695.17 | 98,275.41 | 87,994.32 |
| Net cash received from disposal of fixed assets, intangible assets and other long-term assets | 24,466.05 | 17,914.74 | 16,033.80 |
| Net cash received from disposal of subsidiaries and other business units | - | 50.00 | 10,680.01 |
| Cash received relating to other investing activities | 103,219.39 | 126,830.48 | 116,468.32 |
| Sub-total of cash inflows from investing activities | 5,043,323.46 | 2,930,935.00 | 3,169,886.45 |
| Cash paid to acquire fixed assets, intangible assets and other long-term assets | 240,087.48 | 297,061.02 | 268,486.38 |
| Cash paid to acquire investments | 4,593,388.70 | 2,737,665.00 | 3,968,375.00 |
APPENDIX II
ISSUANCE OF CORPORATE BONDS
| Items | Year 2024 | Year 2023 | Year 2022 |
|---|---|---|---|
| Net cash paid to acquire subsidiaries and other business units | 8,529.22 | 35,707.79 | 8,433.25 |
| Cash paid relating to other investing activities | 159,720.09 | 109,688.47 | 171,904.24 |
| Sub-total of cash outflows from investing activities | 5,001,725.49 | 3,180,122.28 | 4,417,198.87 |
| Net cash flows from investing activities | 41,597.97 | -249,187.28 | -1,247,312.42 |
| Cash flows from financing activities: | |||
| Cash received from capital contributions | 8,619.61 | 35,427.72 | 1,412,327.51 |
| Including: Cash received from capital contributions of minority shareholders of subsidiaries | – | 24,785.77 | 14,154.43 |
| Cash received from borrowings | 6,192,822.96 | 6,419,658.71 | 4,865,196.46 |
| Cash received from issue of bonds | 1,199,722.25 | 1,499,676.33 | 1,499,250.83 |
| Cash received relating to other financing activities | 13,737.42 | 16,413.81 | 51,336.27 |
| Sub-total of cash inflows from financing activities | 7,414,902.24 | 7,971,176.57 | 7,828,111.07 |
| Cash paid for repayments of debts | 7,010,202.94 | 7,233,833.79 | 5,980,866.85 |
| Cash paid for distribution of dividends, profits or interest payment | 430,989.22 | 491,591.80 | 376,883.28 |
| Including: Dividends and profits paid to minority shareholders by subsidiaries | 70,621.65 | 93,471.25 | 67,494.11 |
| Cash paid relating to other financing activities | 160,103.12 | 222,565.90 | 256,501.53 |
| Sub-total of cash outflows from financing activities | 7,601,295.28 | 7,947,991.48 | 6,614,251.66 |
| Net cash flows from financing activities | -186,393.04 | 23,185.09 | 1,213,859.41 |
| Effect of foreign exchange rate changes on cash | 215.67 | -558.01 | -1,244.00 |
| Net increase in cash and cash equivalents | 438,146.38 | 296,591.77 | 439,639.11 |
| Opening balance of cash and cash equivalents | 2,749,980.90 | 2,453,389.13 | 2,013,750.02 |
| Ending balance of cash and cash equivalents | 3,188,127.28 | 2,749,980.90 | 2,453,389.13 |
- 40 -
APPENDIX II
ISSUANCE OF CORPORATE BONDS
Note: Where there is a difference in the decimal between the total financial data and the sum of the detailed numbers directly added together shown in the table above, it is due to rounding.
2. Financial statements of parent company for the last three years
(1) Balance sheet of parent company
Unit: RMB0'000
| Items | 31 December 2024 | 31 December 2023 | 31 December 2022 |
|---|---|---|---|
| Current assets | |||
| Monetary funds | 905,286.95 | 792,973.54 | 889,632.59 |
| Financial assets held for trading | 863,293.00 | 1,015,215.48 | 961,355.47 |
| Derivative financial assets | 1,080.33 | ||
| Accounts receivable | 7,894.93 | ||
| Prepayments | 733.65 | 991.00 | 934.55 |
| Other receivables | 1,526,196.41 | 1,675,088.56 | 1,464,758.98 |
| Non-current assets due within one year | 962.19 | 922.08 | 1,036.63 |
| Other current assets | 29.29 | 575.06 | 76.33 |
| Total current assets | 3,305,476.75 | 3,485,765.73 | 3,317,794.55 |
| Non-current assets | |||
| Long-term receivables | 2,051.77 | 3,013.97 | 3,732.03 |
| Long-term equity investments | 3,129,162.92 | 3,104,879.37 | 2,764,674.56 |
| Other non-current financial assets | 163,398.65 | 178,951.71 | 178,729.83 |
| Investment properties | 292.39 | 352.18 | - |
| Fixed assets | 9,159.67 | 9,735.85 | 10,058.24 |
| Projects under construction | 2,788.98 | 2,996.09 | 3,535.46 |
| Right-of-use assets | 5,109.61 | 5,599.17 | 8,659.33 |
| Intangible assets | 4,711.74 | 5,078.91 | 6,826.22 |
| Development expenditure | - | 6,055.22 | 7,670.30 |
| Long-term prepaid expenses | 3,062.01 | 4,373.68 | 1,806.49 |
| Other non-current assets | 2.46 | 686.00 | 931.95 |
| Total non-current assets | 3,319,740.19 | 3,321,722.15 | 2,986,624.42 |
| Total assets | 6,625,216.94 | 6,807,487.87 | 6,304,418.96 |
Note: Where there is a difference in the decimal between the total financial data and the sum of the detailed numbers directly added together shown in the table above, it is due to rounding.
APPENDIX II
ISSUANCE OF CORPORATE BONDS
Unit: RMB0'000
| Items | 31 December 2024 | 31 December 2023 | 31 December 2022 |
|---|---|---|---|
| Current liabilities | |||
| Short-term borrowings | 169,297.06 | 100,061.57 | 130,099.76 |
| Accounts payable | 4,537.73 | 5,029.69 | 6,188.42 |
| Contract liabilities | 2,009.72 | 2,009.72 | 3,309.72 |
| Employee benefits payable | 10,978.13 | 7,038.96 | 9,070.03 |
| Taxes payable | 137.35 | 320.39 | 186.74 |
| Other payables | 1,490,958.48 | 1,624,369.60 | 1,351,851.26 |
| Non-current liabilities due within one year | 3,124.76 | 3,632.07 | 93,216.63 |
| Other current liabilities | 603,187.97 | 605,132.13 | 606,036.16 |
| Total current liabilities | 2,284,231.19 | 2,347,594.14 | 2,199,958.72 |
| Non-current liabilities | |||
| Long-term borrowings | 289,640.00 | 436,342.00 | 13,936.00 |
| Lease liabilities | 2,088.24 | 2,536.65 | 5,939.09 |
| Deferred income | 3,567.69 | 10,398.25 | 8,364.11 |
| Deferred income tax liabilities | 585.97 | 585.97 | 585.97 |
| Total non-current liabilities | 295,881.90 | 449,862.87 | 28,825.18 |
| Total liabilities | 2,580,113.09 | 2,797,457.01 | 2,228,783.90 |
| Shareholders' equity | |||
| Share capital | 370,797.18 | 370,330.11 | 369,754.62 |
| Capital reserves | 3,247,927.08 | 3,239,153.09 | 3,227,566.83 |
| Other comprehensive income | -42.08 | -39.08 | -30.22 |
| Surplus reserves | 193,115.86 | 193,115.86 | 178,301.65 |
| Undistributed profits | 233,305.80 | 207,470.88 | 300,042.19 |
| Total shareholders' equity | 4,045,103.85 | 4,010,030.86 | 4,075,635.07 |
| Total liabilities and shareholders' equity | 6,625,216.94 | 6,807,487.87 | 6,304,418.96 |
Note: Where there is a difference in the decimal between the total financial data and the sum of the detailed numbers directly added together shown in the table above, it is due to rounding.
APPENDIX II
ISSUANCE OF CORPORATE BONDS
(2) Income statement of parent company
Unit: RMB0'000
| Items | Year 2024 | Year 2023 | Year 2022 |
|---|---|---|---|
| Operating income | 24,962.25 | 22,524.54 | 27,252.50 |
| Less: Operating costs | 4,379.62 | 6,141.24 | 9,181.31 |
| Taxes and surcharges | 80.68 | 145.83 | 379.14 |
| Administrative expenses | 27,049.48 | 28,050.50 | 27,673.52 |
| R&D expenses | 54,460.01 | 44,300.06 | 41,445.99 |
| Financial expenses – net | 23,101.25 | 22,967.37 | 14,283.89 |
| Add: Other income | 5,580.91 | 2,371.95 | 2,097.24 |
| Investment income | 278,795.18 | 209,239.75 | 207,843.69 |
| In which: Share of investment income of associates and joint ventures | 6,794.88 | 13,128.25 | 10,026.31 |
| Gains/(losses) on changes in fair value | 6,254.71 | 31,545.95 | 24,926.65 |
| Credit impairment reversals/(losses) | 3,597.33 | -638.89 | -2,571.02 |
| Asset impairment reversals/(losses) | -2,542.81 | -15,479.98 | – |
| Gains/(losses) on assets disposal | -32.38 | 322.27 | – |
| Operating profits | 207,544.15 | 148,280.62 | 166,585.20 |
| Add: Non-operating income | 35.28 | 25.03 | 11.73 |
| Less: Non-operating expenses | 262.30 | 163.54 | 253.38 |
| Total profit | 207,317.14 | 148,142.11 | 166,343.56 |
| Net profit | 207,317.14 | 148,142.11 | 166,343.56 |
| Other comprehensive income, net of tax | -3.00 | -8.85 | -15.60 |
| Other comprehensive income attributable to shareholders of parent company, net of tax | -3.00 | -8.85 | -15.60 |
| Other comprehensive income that will be reclassified to profit or loss | -3.00 | -8.85 | -15.60 |
| Share of other comprehensive income of investees accounted for using equity method, which will be reclassified subsequently to profit or loss | -3.00 | -8.85 | -15.60 |
| Total comprehensive income | 207,314.14 | 148,133.26 | 166,327.97 |
APPENDIX II
ISSUANCE OF CORPORATE BONDS
Note: Where there is a difference in the decimal between the total financial data and the sum of the detailed numbers directly added together shown in the table above, it is due to rounding.
(3) Cash flow statement of parent company
Unit: RMB0'000
| Items | Year 2024 | Year 2023 | Year 2022 |
|---|---|---|---|
| Cash flows from operating activities: | |||
| Cash received from sales of goods or rendering of services | 15,451.26 | 20,615.18 | 29,280.88 |
| Refund of taxes received | – | – | 183.00 |
| Cash received relating to other operating activities | 34,887.00 | 39,163.07 | 39,326.78 |
| Sub-total of cash inflows from operating activities | 50,338.26 | 59,778.25 | 68,790.66 |
| Cash paid for goods and services | 21,351.90 | 29,919.66 | 29,352.45 |
| Cash paid to and on behalf of employees | 37,097.15 | 33,778.11 | 25,945.87 |
| Payments of taxes | 81.97 | 140.59 | 376.02 |
| Cash paid relating to other operating activities | 37,341.83 | 33,783.09 | 34,969.51 |
| Sub-total of cash outflows from operating activities | 95,872.85 | 97,621.46 | 90,643.85 |
| Net cash flows from operating activities | -45,534.58 | -37,843.21 | -21,853.19 |
| Cash flows from investing activities: | |||
| Cash received from disposal of investments | 4,738,388.70 | 2,685,330.00 | 2,938,710.00 |
| Cash received from returns on investments | 334,971.50 | 240,896.86 | 201,824.95 |
| Net cash received from disposal of fixed assets, intangible assets and other long-term assets | – | – | – |
| Net cash received from disposal of subsidiaries and other business units | – | – | 681.24 |
| Cash received relating to other investing activities | 543,774.28 | 367,697.21 | 612,213.76 |
| Sub-total of cash inflows from investing activities | 5,617,134.48 | 3,293,924.07 | 3,753,429.94 |
APPENDIX II
ISSUANCE OF CORPORATE BONDS
| Items | Year 2024 | Year 2023 | Year 2022 |
|---|---|---|---|
| Cash paid to acquire fixed assets, intangible assets and other long-term assets | 4,743.33 | 7,055.26 | 6,850.57 |
| Cash paid to acquire investments | 4,593,388.70 | 2,737,665.00 | 3,968,375.00 |
| Net cash paid to acquire subsidiaries and other business units | – | 32,330.00 | 2,640.00 |
| Cash paid relating to other investing activities | 576,914.61 | 681,326.23 | 464,574.54 |
| Sub-total of cash outflows from investing activities | 5,175,046.64 | 3,458,376.48 | 4,442,440.11 |
| Net cash flows from investing activities | 442,087.84 | -164,452.42 | -689,010.17 |
| Cash flows from financing activities: | |||
| Cash received from capital contributions | 8,619.61 | 10,641.94 | 1,398,173.08 |
| Cash received from borrowings | 169,247.03 | 772,626.00 | 165,936.00 |
| Cash received from issue of bonds | 1,199,722.25 | 1,499,676.33 | 1,499,250.83 |
| Cash received relating to other financing activities | – | 87,304.41 | 313,814.52 |
| Sub-total of cash inflows from financing activities | 1,377,588.89 | 2,370,248.68 | 3,377,174.44 |
| Cash paid for repayments of debts | 1,446,702.00 | 1,970,220.00 | 1,975,039.26 |
| Cash paid for distribution of dividends, profits or interest payment | 211,948.95 | 258,486.96 | 185,497.45 |
| Cash paid relating to other financing activities | 3,180.22 | 5,916.46 | 117,211.43 |
| Sub-total of cash outflows from financing activities | 1,661,831.17 | 2,234,623.42 | 2,277,748.13 |
| Net cash flows from financing activities | -284,242.27 | 135,625.27 | 1,099,426.31 |
| Effect of foreign exchange rate changes on cash | 0.16 | 11.20 | -554.53 |
| Net increase in cash and cash equivalents | 112,311.15 | -66,659.16 | 388,008.43 |
| Opening balance of cash and cash equivalents | 792,973.14 | 859,632.30 | 471,623.87 |
| Ending balance of cash and cash equivalents | 905,284.29 | 792,973.14 | 859,632.30 |
Note: Where there is a difference in the decimal between the total financial data and the sum of the detailed numbers directly added together shown in the table above, it is due to rounding.
- 45 -
APPENDIX II
ISSUANCE OF CORPORATE BONDS
(II) Scope of and changes in consolidated statements of the Company in the last three years
- Major subsidiaries included in the consolidated financial statements
| Enterprise name | Place of registration | Registered capital (RMB100,000,000) | Proportion of Shareholding (direct + indirect) |
|---|---|---|---|
| Shanghai Pharmaceutical Co., Ltd. | Shanghai | 50.00 | 100.00% |
| Shanghai Pharma Sales Co., Ltd. | Shanghai | 0.50 | 100.00% |
| China International Pharmaceutical (Holding) Corporation Limited | Hong Kong | 0.23 | 100.00% |
| SPH Sine Pharmaceutical Factory Co., Ltd. | Shanghai | 11.92 | 100.00% |
| SPH No.1 Biochemical & Pharmaceutical Co., Ltd. | Shanghai | 2.25 | 100.00% |
| SPH Zhongxi Sunve Pharmaceutical Co., Ltd. | Shanghai | 5.46 | 100.00% |
| SPH Changzhou Pharmaceutical Co., Ltd. | Changzhou | 1.58 | 75.89% |
| SPH New Asia Pharmaceutical Co., Ltd. | Shanghai | 10.52 | 96.90% |
| SPH Changzhou Kony Pharmaceutical Co., Ltd. | Changzhou | 0.15 | 100.00% |
| Shanghai Traditional Chinese Medicine Co., Ltd. | Shanghai | 14.76 | 100.00% |
| Shanghai Zhonghua Pharmaceutical Co., Ltd. | Shanghai | 0.94 | 100.00% |
| SPH Qingdao Guofeng Pharmaceutical Co., Ltd. | Qingdao | 0.93 | 67.52% |
| Chiatai Qingchunbao Pharmaceutical Co., Ltd. | Huzhou | 1.29 | 75.00% |
| Hangzhou Huqingyatang Pharmaceutical Co., Ltd. | Hangzhou | 1.35 | 51.01% |
| Xiamen Traditional Chinese Medicine Co., Ltd. | Xiamen | 2.00 | 61.00% |
| Liaoning Herbapex Pharmaceutical (Group) Co., Ltd. | Benxi | 1.02 | 55.00% |
| Shanghai Sunway Biotech Co., Ltd. | Shanghai | USD 0.15 | 100.00% |
| TECHPOOL Bio-pharma Co., Ltd. | Guangzhou | 1.00 | 67.14% |
| Zeus Investment Limited | Hong Kong | AUD 3.19 | 59.61% |
| Shanghai Medical Instruments Co., Ltd. | Shanghai | 3.27 | 100.00% |
| Shanghai Sine Tianping Pharmaceutical Co., Ltd. | Shanghai | 1.55 | 100.00% |
APPENDIX II
ISSUANCE OF CORPORATE BONDS
(III) Key financial indicators in the last three years
1. The key financial indicators
The key financial indicators in the range of consolidated statements of the issuer in the last three years are as follows:
| Key financial indicators | 31 December 2024/Year 2024 | 31 December 2023/Year 2023 | 31 December 2022/Year 2022 |
|---|---|---|---|
| Quick ratio | 1.05 | 1.02 | 1.03 |
| Asset-liability ratio | 62.14% | 62.11% | 60.63% |
| Net assets per share attributable to shareholders of parent company (RMB) | 19.33 | 18.50 | 18.14 |
| Turnover of accounts receivable (times) | 3.55 | 3.63 | 3.63 |
| Turnover of inventories (times) | 6.47 | 6.44 | 6.55 |
| Net cash flow per share generated from operating activities (RMB) | 1.57 | 1.41 | 1.28 |
| Net cash flow per share (RMB) | 1.18 | 0.80 | 1.19 |
Notes: The above financial indicators are calculated as follows:
(1) Current ratio = current assets/current liabilities;
(2) Quick ratio = (current assets - inventories - other current assets)/current liabilities;
(3) Asset-liability ratio = total liabilities/total assets;
(4) Net assets per share = ending equity attributable to shareholders of parent company/ share capital;
(5) Turnover of accounts receivable (times) = operating income/average balance of notes receivable and accounts receivable;
(6) Turnover of inventories (times) = operating costs/average balance of inventories;
(7) Net cash flow per share generated from operating activities = net cash flow generated from operating activities/share capital;
(8) Net cash flow per share = increase in cash and cash equivalents/total share capital.
APPENDIX II
ISSUANCE OF CORPORATE BONDS
2. Earnings per share and net return on assets
The net return on assets and earnings per share (in the range of consolidated statements) calculated according to requirements in the Compilation Rules for Information Disclosure by Companies Offering Securities to the Public No. 9 – Calculation and Disclosure of Net Return on Assets and Earnings Per Share (revised in 2010) issued by the CSRC are as follows:
| Year | Items | Weighted average net return on assets (%) | Earnings per share (RMB/share) | |
|---|---|---|---|---|
| Basic | Diluted | |||
| Year 2024 | Net profits attributable to ordinary shareholders of the Company | 6.50 | 1.23 | 1.23 |
| Net profits attributable to ordinary shareholders of the Company after deduction of non-recurring profit and loss | 5.81 | 1.10 | 1.10 | |
| Year 2023 | Net profits attributable to ordinary shareholders of the Company | 5.56 | 1.02 | 1.02 |
| Net profits attributable to ordinary shareholders of the Company after deduction of non-recurring profit and loss | 5.30 | 0.97 | 0.97 | |
| Year 2022 | Net profits attributable to ordinary shareholders of the Company | 9.11 | 1.61 | 1.61 |
| Net profits attributable to ordinary shareholders of the Company after deduction of non-recurring profit and loss | 6.97 | 1.23 | 1.23 |
APPENDIX II
ISSUANCE OF CORPORATE BONDS
3. Details of non-recurring profit and loss
The non-recurring profit and loss for the reporting period are disclosed according to requirements in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Securities to the Public – Non-recurring Profit and Loss [2008] issued by the CSRC. The statement of non-recurring profit and loss of the Company for the last three years is as follow:
Unit: RMB
| Items | Year 2024 | Year 2023 | Year 2022 |
|---|---|---|---|
| Profit and loss from disposal of non-current assets | 175,973,462.10 | 88,316,279.93 | 1,577,562,366.09 |
| Governmental grants credited into current profit and loss (except governmental grants closely related to business of the enterprise and enjoyed according to uniform standard quota or volume of the state) | 568,872,825.51 | 431,911,464.26 | 332,209,644.16 |
| Profit and loss from changes in fair value of financial assets held for trading and financial liabilities held for trading as well as investment incomes from the disposal of financial assets held for trading, financial liabilities held for trading and financial assets available for sale, except effective hedging business related to the normal operation of the Group | 1,266,380.69 | 404,731,380.72 | 218,737,860.49 |
| Reversal of impairment provision for accounts receivable used for impairment test separately | 32,577,650.75 | 33,633,287.85 | 33,395,114.84 |
| Non-operating incomes and expenses other than above | -120,706,402.43 | -612,937,965.84 | -206,297,108.14 |
| Other profit and loss items meeting the definition of non-recurring profit and loss | - | - | - |
| Effect of income taxes | -123,184,350.38 | -122,936,269.10 | -342,272,194.73 |
| Effect of minority interests (after tax) | -47,337,485.73 | -50,830,922.93 | -293,237,382.98 |
| Total | 487,462,080.51 | 171,887,254.89 | 1,320,098,299.73 |
(IV) Analysis opinion of the management
Based on the financial statements for the last three years, the Company’s management analyzes the asset-liability structure, cash flow, profitability, future business targets as well as sustainability of profitability of the Company in the range of consolidated statements as follows:
APPENDIX II
ISSUANCE OF CORPORATE BONDS
1. Analysis of asset structure
(1) Assets
Unit: RMB0'000
| Items | 31 December 2024 | 31 December 2023 | 31 December 2022 | |||
|---|---|---|---|---|---|---|
| Amount | Proportion | Amount | Proportion | Amount | Proportion | |
| Current assets | 17,182,310.74 | 77.67% | 16,243,386.23 | 76.63% | 14,951,287.06 | 75.46% |
| Non-current assets | 4,938,632.27 | 22.33% | 4,953,867.14 | 23.37% | 4,862,203.09 | 24.54% |
| Total assets | 22,120,943.01 | 100.00% | 21,197,253.38 | 100.00% | 19,813,490.15 | 100.00% |
Note: Where there is a difference in the decimal between the total financial data and the sum of the detailed numbers directly added together shown in the table above, it is due to rounding.
At the end of each reporting period from 2022 to 2024, total assets of the Company increased year by year, and the overall asset structure was relatively stable. The current asset structure of the Company meets the existing operating features of the Company, indicating that the Company has a mature business mode which matches the basic conditions of the Company.
(2) Analysis of current assets
Unit: RMB0'000
| Items | 31 December 2024 | 31 December 2023 | 31 December 2022 | |||
|---|---|---|---|---|---|---|
| Amount | Proportion | Amount | Proportion | Amount | Proportion | |
| Monetary funds | 3,574,432.80 | 20.80% | 3,051,770.64 | 18.79% | 2,740,139.60 | 18.33% |
| Derivative financial assets | 1,622.48 | 0.01% | 259.64 | 0.00% | 482.01 | 0.00% |
| Financial assets held for trading | 863,293.00 | 5.02% | 1,015,215.48 | 6.25% | 961,355.47 | 6.43% |
| Notes receivable | 112,210.50 | 0.65% | 190,864.90 | 1.18% | 179,958.44 | 1.20% |
| Accounts receivable | 7,912,920.57 | 46.05% | 7,293,388.11 | 44.90% | 6,675,985.40 | 44.65% |
| Receivables financing | 196,566.98 | 1.14% | 232,010.60 | 1.43% | 162,738.61 | 1.09% |
| Prepayments | 194,740.24 | 1.13% | 319,004.43 | 1.96% | 386,758.27 | 2.59% |
| Other receivables | 310,669.56 | 1.81% | 338,113.39 | 2.08% | 257,481.41 | 1.72% |
| Inventories | 3,894,366.97 | 22.66% | 3,662,339.39 | 22.55% | 3,446,021.68 | 23.05% |
| Non-current assets due within one year | 8,361.16 | 0.05% | 7,742.01 | 0.05% | 18,561.99 | 0.12% |
| Other current assets | 113,126.47 | 0.66% | 132,677.64 | 0.82% | 121,804.19 | 0.81% |
| Total current assets | 17,182,310.74 | 100.00% | 16,243,386.23 | 100% | 14,951,287.06 | 100.00% |
APPENDIX II
ISSUANCE OF CORPORATE BONDS
Note: Where there is a difference in the decimal between the total financial data and the sum of the detailed numbers directly added together shown in the table above, it is due to rounding.
As at 31 December 2022, 2023 and 2024, the total amount of current assets of the Company were RMB149,512,870,600, RMB162,433,862,300 and RMB171,823,107,400, respectively, accounting for 75.46%, 76.63% and 77.67% of the total assets, respectively. The current assets mainly consist of monetary funds, accounts receivable and inventories and thus the Company has a relatively good liquidity. With the expansion of the operations of the Company, monetary funds, accounts receivable and inventories increased and the proportion of current assets of the Company increased during the Reporting Period.
(3) Analysis of non-current assets
Unit: RMB0'000
| Items | 31 December 2024 | 31 December 2023 | 31 December 2022 | |||
|---|---|---|---|---|---|---|
| Amount | Proportion | Amount | Proportion | Amount | Proportion | |
| Long-term receivables | 38,624.45 | 0.78% | 22,793.96 | 0.46% | 21,229.98 | 0.44% |
| Long-term equity investments | 806,684.49 | 16.33% | 835,191.01 | 16.86% | 923,264.36 | 18.99% |
| Other equity instrument investments | 4,389.93 | 0.09% | 5,541.67 | 0.11% | 10,148.75 | 0.21% |
| Other non-current financial assets | 172,466.81 | 3.49% | 219,537.19 | 4.43% | 214,304.01 | 4.41% |
| Investment properties | 36,601.03 | 0.74% | 31,467.31 | 0.64% | 24,641.55 | 0.51% |
| Fixed assets | 1,491,104.52 | 30.19% | 1,215,505.47 | 24.54% | 1,153,928.94 | 23.73% |
| Construction in progress | 214,865.16 | 4.35% | 356,962.91 | 7.21% | 277,736.31 | 5.71% |
| Bearer biological assets | 13,338.18 | 0.27% | 13,342.72 | 0.27% | 13,719.18 | 0.28% |
| Right-of-use assets | 198,173.16 | 4.01% | 214,831.11 | 4.34% | 186,865.99 | 3.84% |
| Intangible assets | 561,746.24 | 11.37% | 605,083.59 | 12.21% | 624,414.00 | 12.84% |
| Development expenditure | 21,532.49 | 0.44% | 31,050.97 | 0.63% | 34,260.53 | 0.70% |
| Goodwill | 1,114,558.61 | 22.57% | 1,139,333.22 | 23.00% | 1,133,592.66 | 23.31% |
| Long-term prepaid expenses | 53,456.65 | 1.08% | 47,471.12 | 0.96% | 46,243.86 | 0.95% |
| Deferred income tax assets | 162,752.90 | 3.30% | 171,685.81 | 3.47% | 153,472.90 | 3.16% |
| Other non-current assets | 48,337.63 | 0.98% | 44,069.11 | 0.89% | 44,380.07 | 0.91% |
| Total non-current assets | 4,938,632.27 | 100.00% | 4,953,867.14 | 100.00% | 4,862,203.09 | 100.00% |
Note: Where there is a difference in the decimal between the total financial data and the sum of the detailed numbers directly added together shown in the table above, it is due to rounding.
APPENDIX II
ISSUANCE OF CORPORATE BONDS
As at 31 December 2022, 2023 and 2024, the total amount of non-current assets of the Company were RMB48,622,030,900, RMB49,538,671,400 and RMB49,386,322,700 respectively, accounting for 24.54%, 23.37%, and 22.33% of the total assets, respectively. The non-current assets mainly consist of long-term equity investments, fixed assets, intangible assets and goodwill.
2. Analysis of liability structure
Unit: RMB0'000
| Items | 31 December 2024 | 31 December 2023 | 31 December 2022 | |||
|---|---|---|---|---|---|---|
| Amount | Proportion | Amount | Proportion | Amount | Proportion | |
| Short-term borrowings | 3,806,409.90 | 27.69% | 3,556,049.97 | 27.01% | 2,775,058.86 | 23.10% |
| Derivative financial liabilities | 159.82 | 0.00% | 231.65 | 0.00% | 156.99 | 0.00% |
| Notes payable | 924,113.33 | 6.72% | 671,744.35 | 5.10% | 596,172.37 | 4.96% |
| Accounts payable | 5,024,178.71 | 36.55% | 4,791,501.07 | 36.40% | 4,560,380.53 | 37.96% |
| Contract liabilities | 156,203.68 | 1.14% | 197,069.01 | 1.50% | 224,282.35 | 1.87% |
| Employee benefits payable | 179,634.71 | 1.31% | 178,398.00 | 1.36% | 158,048.82 | 1.32% |
| Taxes payable | 126,401.53 | 0.92% | 121,717.22 | 0.92% | 144,082.34 | 1.20% |
| Other payables | 1,679,735.95 | 12.22% | 1,794,935.39 | 13.63% | 1,647,485.59 | 13.71% |
| Non-current liabilities due within one year | 84,216.25 | 0.61% | 296,347.58 | 2.25% | 324,943.31 | 2.70% |
| Other current liabilities | 622,784.75 | 4.53% | 629,193.65 | 4.78% | 638,493.45 | 5.31% |
| Total current liabilities | 12,603,838.63 | 91.69% | 12,237,187.90 | 92.95% | 11,069,104.60 | 92.14% |
| Long-term borrowings | 833,133.41 | 6.06% | 578,615.47 | 4.40% | 625,979.94 | 5.21% |
| Lease liabilities | 139,629.95 | 1.02% | 155,007.67 | 1.18% | 130,161.11 | 1.08% |
| Long-term payables | 915.34 | 0.01% | 816.35 | 0.01% | 799.59 | 0.01% |
| Long-term employee benefits payable | 3,916.12 | 0.03% | 3,888.42 | 0.03% | 3,891.20 | 0.03% |
| Accrued liabilities | 3,602.52 | 0.03% | 3,958.51 | 0.03% | 2,397.89 | 0.02% |
| Deferred income | 55,099.12 | 0.40% | 63,348.13 | 0.48% | 53,458.11 | 0.44% |
| Deferred income tax liabilities | 81,645.28 | 0.59% | 101,582.01 | 0.77% | 104,923.75 | 0.87% |
| Other non-current liabilities | 24,926.27 | 0.18% | 20,239.62 | 0.15% | 22,528.87 | 0.19% |
| Total non-current liabilities | 1,142,868.01 | 8.31% | 927,456.18 | 7.05% | 944,140.44 | 7.86% |
| Total liabilities | 13,746,706.64 | 100.00% | 13,164,644.08 | 100.00% | 12,013,245.04 | 100.00% |
Note: Where there is a difference in the decimal between the total financial data and the sum of the detailed numbers directly added together shown in the table above, it is due to rounding.
In recent years, the demand of the Company for working capital is increasing year by year as the Company expands. As at 31 December 2022, 2023 and 2024, the total amount of liabilities of the Company were RMB120,132,450,400, RMB131,646,440,800 and RMB137,467,066,400 respectively, in which, the respective balance of current liabilities were RMB110,691,046,000, RMB122,371,879,000 and RMB126,038,386,300, accounting for 92.14%, 92.95% and 91.69% of the total liabilities, respectively and mainly consisting of short-term borrowings, notes payable, accounts payable, etc.; the
APPENDIX II
ISSUANCE OF CORPORATE BONDS
respective balance of non-current liabilities were RMB9,441,404,400, RMB9,274,561,800 and RMB11,428,680,100, accounting for 7.86%, 7.05% and 8.31% of the total liabilities, respectively, and mainly consisting of long-term borrowings, lease liabilities, deferred income tax liabilities, etc. As at 31 December 2022, 2023 and 2024, the asset-liability ratios of the Company were 60.63%, 62.11% and 62.14%, respectively, and the asset-liability ratio of the Company increased by 0.03% in 2024. During the Reporting Period, the overall asset-liability structure remained stable.
3. Analysis of profitability and sustainability of profitability
The profits of the Company mainly come from revenues generated from principal activities, without relying on investment incomes and non-operating incomes and expenses. Details of the Company's operating gross profits, operating profits and total profits are as follows:
Unit: RMB0'000
| Items | Year 2024 | Year 2023 | Year 2022 |
|---|---|---|---|
| Operating income | 27,525,093.49 | 26,029,508.89 | 23,198,129.98 |
| Operating costs | 24,461,926.11 | 22,896,694.70 | 20,149,492.31 |
| Operating profits | 814,071.29 | 766,723.47 | 901,465.04 |
| Total profits | 802,000.65 | 705,429.67 | 880,835.33 |
| Net profits | 587,001.13 | 516,657.03 | 699,201.48 |
During the Reporting Period, the operating income of the Company is increasing steadily year by year. In 2023, the total profits and net profits decreased by 19.91% and 26.11% on a year-on-year basis; In 2024, the total profits and net profits increased by 13.69% and 13.62% on a year-on-year basis. During the Reporting Period, change in the total profits and net profits are mainly due to the change in one-off special profit or loss. According to its business layout and business development, the Company's profitability is sustainable.
The composition of the operating income is as follows:
Unit: RMB0'000
| Items | Year 2024 | Year 2023 | Year 2022 | |||
|---|---|---|---|---|---|---|
| Amount | Proportion | Amount | Proportion | Amount | Proportion | |
| Revenues from main business | 27,418,650.08 | 99.61% | 25,915,206.21 | 99.56% | 23,124,005.75 | 99.68% |
| Revenues from other businesses | 106,443.41 | 0.39% | 114,302.69 | 0.44% | 74,124.23 | 0.32% |
| Total | 27,525,093.49 | 100% | 26,029,508.89 | 100% | 23,198,129.98 | 100% |
APPENDIX II
ISSUANCE OF CORPORATE BONDS
Note: Where there is a difference in the decimal between the total financial data and the sum of the detailed numbers directly added together shown in the table above, it is due to rounding.
The growth of operating income of the Company mainly comes from steady growth of revenues from main business and the proportion of revenues from main business in the total operating income of the Company remains above 99% in the last three years. In 2023 and 2024, the operating income of the Company increased by 12.21% and 5.75%, respectively on a year-on-year basis.
The composition of revenues from main business is as follows:
Unit: RMB0'000
| Items | Year 2024 | Year 2023 | Year 2022 | |||
|---|---|---|---|---|---|---|
| Amount | Proportion | Amount | Proportion | Amount | Proportion | |
| Manufacturing | 2,373,075.70 | 8.65% | 2,625,679.22 | 10.13% | 2,675,764.46 | 11.57% |
| Distribution | 25,116,742.76 | 91.60% | 23,375,954.14 | 90.20% | 20,573,289.25 | 88.97% |
| Retailing | 851,445.84 | 3.11% | 911,075.09 | 3.52% | 826,352.43 | 3.57% |
| Others | 27,421.05 | 0.10% | 28,452.93 | 0.11% | 14,409.32 | 0.06% |
| Offset | -950,035.28 | -3.46% | -1,025,955.18 | -3.96% | -965,809.71 | -4.18% |
| Total | 27,418,650.08 | 100.00% | 25,915,206.21 | 100.00% | 23,124,005.75 | 100.00% |
Note: Where there is a difference in the decimal between the total financial data and the sum of the detailed numbers directly added together shown in the table above, it is due to rounding.
The Company's revenues from main business mainly consist of revenues from distribution and revenues from manufacturing, in which, the amounts of annual revenues from distribution for the Year 2022, Year 2023 and Year 2024, were RMB205,732,892,500, RMB233,759,541,400 and RMB251,167,427,600, respectively, accounting for 88.97%, 90.20% and 91.60% of revenues from the main business, respectively. Revenues from distribution business increased steadily, and the proportion in revenues from main business increased.
4. Analysis of cash flow
Details of the Company's cash flow are as follows:
Unit: RMB0'000
| Items | Year 2024 | Year 2023 | Year 2022 |
|---|---|---|---|
| Net cash flows from operating activities | 582,725.77 | 523,151.97 | 474,336.12 |
| Net cash flows from investing activities | 41,597.97 | -249,187.28 | -1,247,312.42 |
APPENDIX II
ISSUANCE OF CORPORATE BONDS
| Items | Year 2024 | Year 2023 | Year 2022 |
|---|---|---|---|
| Net cash flows from financing activities | -186,393.04 | 23,185.09 | 1,213,859.41 |
| Net increase in cash and cash equivalents | 438,146.38 | 296,591.77 | 439,639.11 |
For the Year 2022, Year 2023 and Year 2024, the net increases of cash and cash equivalents of the Company were RMB4,396,391,100, RMB2,965,917,700 and RMB4,381,463,800 respectively. The main reason for the fluctuation is the increase in external investment activities and financing activities as a result of gradual expansion of business scale of the Company in the last three years, leading to certain fluctuations in cash flows from investing activities and cash flows from financing activities. In addition, in 2022, due to the impact of the pandemic, the collection of payment for goods slowed down, which led to the decrease in cash flows from operating activities, thereby resulting in the overall fluctuation in the net increase in cash and cash equivalents.
5. Analysis of solvency
The main solvency indicators of the Company are as follows:
| Key financial indicators | 31 December 2024 | 31 December 2023 | 31 December 2022 |
|---|---|---|---|
| Current ratio | 1.36 | 1.33 | 1.35 |
| Quick ratio | 1.05 | 1.02 | 1.03 |
| Asset-liability ratio | 62.14% | 62.11% | 60.63% |
In terms of short-term solvency indicators, the current ratio of the Company as at 31 December 2022, 2023 and 2024 were 1.35, 1.33 and 1.36, respectively, while the quick ratio was 1.03, 1.02 and 1.05, respectively, and the short-term solvency of the Company had been enhanced. In terms of long-term solvency indicators, the asset-liability ratios of the Company were 60.63%, 62.11% and 62.14%, respectively, which remained at a reasonable level in a whole.
III. USE OF FUNDS RAISED THROUGH THIS ISSUANCE OF CORPORATE BONDS
After deducting the issuance costs, the funds raised through this issuance of corporate bonds will be used for repaying interest-bearing debts of the Company and its subsidiaries and replenishing working capital or other usages complied with laws and regulations and approved by regulatory authorities, so as to adjust the liability structure of the Company and support business development of the Company. The Shareholders' general meeting is requested to authorize the Board to determine the specific use of raised funds according to the Company's financial condition and needs for funds.
APPENDIX II
ISSUANCE OF CORPORATE BONDS
IV. OTHER IMPORTANT ISSUES
As at 31 December 2024, no guarantee was provided by subsidiaries of the Company for other enterprises out of the consolidated statements. The Company has no pending lawsuit or arbitration which should be disclosed and may have significant impact on the financial position, operating results, business activities and future prospect of the Company.
The issuance of corporate bonds by the Company is subject to review and approval by Shanghai Stock Exchange and the registration of the CSRC.
This proposal is subject to approval by way of a special resolution at the Shareholders' general meeting.
- 56 -
NOTICE OF ANNUAL GENERAL MEETING
上海醫藥集團股份有限公司
Shanghai Pharmaceuticals Holding Co., Ltd.*
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 02607)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shanghai Pharmaceuticals Holding Co., Ltd.* (the "Company") will be held at Meeting Room 601, 6th Floor of Affiliated Building, Maple International Building Two, 450 Fenglin Road, Xuhui District, Shanghai, the PRC on 26 June 2025 at 13:00, to consider and approve the following proposals:
ORDINARY RESOLUTIONS
(1) Annual Report for 2024
(2) Report of the Board of Directors for 2024
(3) Report of the Board of Supervisors for 2024
(4) Final Accounts Report for 2024 and Financial Budget for 2025
(5) Profit Distribution Plan for 2024
(6) Proposal regarding Re-appointment of the Accounting Firm
(7) Proposal regarding External Guarantees for 2025
SPECIAL RESOLUTIONS
(8) Proposal regarding Issuance of Debt Financing Products
(9) Proposal regarding the Satisfaction of Conditions for Issuing Corporate Bonds
(10) Proposal regarding Issuance of Corporate Bonds
- For identification purpose only
NOTICE OF ANNUAL GENERAL MEETING
(11) Proposal regarding the General Mandate of the Company
By order of the Board
Shanghai Pharmaceuticals Holding Co., Ltd.*
YANG Qiuhua
Chairman
Shanghai, the PRC, 29 May 2025
Notes:
- Eligibility for attending the Annual General Meeting and date of registration of members for H Shares
The record date for determining the eligibility of the holders of H Shares to attend and vote at this Annual General Meeting will be 20 June 2025. Purchasers of shares who have submitted their instruments of share transfer to the H Share registrar of the Company and registered as shareholders on the H Share register of members of the Company before 16:30 on 20 June 2025 are entitled to attend this Annual General Meeting.
In order to attend this Annual General Meeting, holders of H Shares should ensure that all transfer documents, accompanied by the relevant share certificates, are lodged with the Company's H Share registrar, MUFG Corporate Markets Pty Limited, at Suite 1601, 16/F., Central Tower, 28 Queen's Road Central, Hong Kong, before 16:30 on 20 June 2025.
- Proxy
(1) Each shareholder entitled to attend and vote at the Annual General Meeting may appoint one or more proxies in writing to attend and vote on his behalf. A proxy needs not be a shareholder of the Company.
(2) The instrument appointing a proxy must be in writing by the appointer or his attorney duly authorized in writing, or if the appointer is a legal entity, either under seal or signed by a director or a duly authorized attorney. If that instrument is signed by an attorney of the appointer, the power of attorney authorising that attorney to sign or other documents of authorization must be notarised.
To be valid, for holders of H Shares, the form of proxy and notarised power of attorney or other document of authorization must be delivered to the Company's H Share registrar, MUFG Corporate Markets Pty Limited at Suite 1601, 16/F., Central Tower, 28 Queen's Road Central, Hong Kong not less than 24 hours before the time appointed for the Annual General Meeting or any adjournment thereof.
(3) Any voting at the Annual General Meeting shall be taken by poll.
- Registration procedures for attending the Annual General Meeting
(1) A shareholder or his proxy should produce proof of identity when attending the Annual General Meeting. If the shareholder is a legal person, its legal representative or other person authorized by the board of directors or other governing body may attend the Annual General Meeting by producing a copy of the resolution of the board of directors or other governing body of such shareholder appointing such person to attend the meeting.
(2) Shareholders of the Company intending to attend the Annual General Meeting in person or by their proxies should complete and return the reply slip for attending the Annual General Meeting to the Company's H Share registrar MUFG Corporate Markets Pty Limited (for holders of H Shares) at Suite 1601, 16/F., Central Tower, 28 Queen's Road Central, Hong Kong on or before 16 June 2025.
- 58 -
NOTICE OF ANNUAL GENERAL MEETING
4. Voting by poll
According to Rule 13.39(4) of the Hong Kong Listing Rules, any vote of shareholders at a shareholders’ general meeting must be taken by poll. Accordingly, the chairman of the Annual General Meeting will demand a poll in relation to all the proposed resolutions at the Annual General Meeting in accordance with Article 104 of Articles of Association.
5. Miscellaneous
(1) The Annual General Meeting is expected to be held for no more than half a day. Shareholders who attend the meeting in person or by proxy shall bear their own travelling and accommodation expenses.
(2) The address of MUFG Corporate Markets Pty Limited is:
Suite 1601, 16/F., Central Tower, 28 Queen’s Road Central, Hong Kong.
(3) The address of China Securities Depository and Clearing Corporation Limited, Shanghai Branch is:
36F, China Insurance Building, 166 East Lujiazui Road, Pudong New District, Shanghai, the PRC.
(4) The registered address of the Company:
No. 92 Zhangjiang Road
Pilot Free Trade Zone
China (Shanghai)
Contact office: Office of the Board
Telephone No.: 86 (21) 6355 7167
Facsimile No.: 86 (21) 6328 9333
Email: [email protected]
(5) For details of the proposals submitted to the Annual General Meeting for consideration and approval, please refer to the circular of the Company dated 29 May 2025.
- 59 -