| 报告编码: | 1111020051202502725 | | | --- | --- | --- | | 合同编号: | 沃克森国际评合同字【2025】第0935号 | | | 报告类型: | 法定评估业务资产评估报告 | | | 报告文号: | 沃克森评报字(2025)第1863号 | | | 报告名称: | 中国医药健康产业股份有限公司拟收购上海则正医药科技股份有 限公司70%股权涉及上海则正医药科技股份有限公司股东全部权益 | | | | 资产评估报告 | | | 评估结论: | 758,838,351.04元 | | | 评估报告日 : | 2025年10月15日 | | | 评估机构名称: | 沃克森(北京)国际资产评估有限公司 | | | 签名人员: | 刘奇龙 正式会员 编号:11190053 | (资产评估师) | | | 裴明明 正式会员 编号:11210290 | (资产评估师) | | | | 刘奇龙、裴明明已实名认可 | 本报告依据中国资产评估准则编制 中国医药健康产业股份有限公司拟收购上海则正医药科技股 份有限公司70%股权涉及上海则正医药科技股份 有限公司股东全部权益 资产评 ...

上海则正医药科技股份有限公司 2022 年度、2023 年度、2024 年度 合并财务报表审计报告 目 录 | 、审计报告 | 1-3 页 | | --- | --- | | 二、审计报告附件 | | | 1、合并资产负债表 | 4-5 页 | | 2、母公司资产负债表 | 6-7 页 | | 3、合并利润表 | 8 页 | | 4、母公司利润表 | 9 页 | | 5、合并现金流量表 | 10 页 | | 6、母公司现金流量表 | 11 页 | | 7、合并所有者权益变动表 | 12-14 贝 | | 8、母公司所有者权益变动表 | 15-17 页 | | 9、财务报表附注 | 18-117 页 | 于证明该审计报告是否由具有执业许可的会计师事 您可使用手机"扫一扫"或进入"注册 计 报 告 in [2025] 京会兴审字第 00130065 号 会计随事务所(약破普 中国医药健康产业股份有限公司: 一、审计意见 我们审计了上海则正医药科技股份有限公司(以下简称上海则正)合并及母 公司财务报表(以下简称财务报表),包括 2022年 12月 31 日、2023 年 12月 31 日、2024年12月31日的合 ...

中国医药健康产业股份有限公司（以下简称"中国医药"或"公司"或"受 让方"）与贺敦伟、吴冬、万康保健有限公司、张炜、嘉兴人合嘉瑞股权投资 合伙企业（有限合伙）、杨振宇、新余人合瑞云投资合伙企业（有限合伙）、 汤旭东、新余人合春润投资合伙企业（有限合伙）、烟台国信则正股权投资 合伙企业（有限合伙）、王清瀚、常州彬复因爱而升创业投资合伙企业（有 限合伙）、张青共 13 名交易对方（以下统称"交易对方"或"转让方"） 签署《关于上海则正医药科技股份有限公司之购买股份协议》，以现金出资 5.25 亿元人民币购买交易对方合计所持上海则正医药科技股份有限公司（以 下简称"则正医药"或"标的公司"）70%股权。 本次交易不构成关联交易，不构成《上市公司重大资产重组管理办法》规 定的重大资产重组。 本次交易已经公司第九届董事会第34次会议审议通过，全体董事一致同意 本次交易事项。 根据《上海证券交易所股票上市规则》《公司章程》规定，本次交易无需 提交公司股东会审议批准。 本次交易可能存在研发不及预期、市场竞争加剧、商誉减值、后续内部整 合等风险，敬请广大投资者关注上述可能存在的风险并注意投资风险。 证券代码：600056 证 ...

本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或 者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 一、会议召开情况 (一)中国医药健康产业股份有限公司(以下简称"公司")第九届董事会第34次 会议（以下简称"本次会议"）于2025年12月29日以现场结合通讯方式召开，会议由 董事长、总经理杨光先生主持，公司相关高级管理人员列席了本次会议。 (二)本次会议通知于2025年12月21日以邮件、短信、电话或传真的方式向全体 董事发出。 (三)本次会议应出席董事8名，实际出席会议董事8名。 (四)本次会议的召开符合《公司法》及《公司章程》的有关规定，会议决议为 有效决议。 二、会议审议情况 证券代码：600056 证券简称：中国医药 公告编号：临2025-090号 中国医药健康产业股份有限公司 第九届董事会第 34 次会议决议公告 经决议，董事会同意公司收购上海则正医药科技股份有限公司 70%股权及签署 相关协议等事项。具体内容请详见公司在上海证券交易所网站（www.sse.com.cn） 发布的临 2025-091 号《关于购买资产的公告》。 表决结果：同意 8 票；反对 0 票； ...

Core Viewpoint - The company has signed a share purchase agreement to acquire 70% of Shanghai Zezheng Pharmaceutical Technology Co., Ltd. for a cash investment of 525 million RMB, aiming to enhance its capabilities in pharmaceutical R&D innovation and address current shortcomings in its R&D system [1] Group 1: Transaction Details - The total cash investment for the acquisition is 525 million RMB [1] - The transaction involves 13 counterparties who collectively hold the shares being purchased [1] - The acquisition will result in Shanghai Zezheng becoming a wholly-owned subsidiary of the company [1] Group 2: Strategic Objectives - The primary goal of the transaction is to strengthen the company's overall strength in the pharmaceutical R&D innovation sector [1] - The acquisition is intended to bridge the gap in the current R&D system and facilitate a full industry chain from research and development to production [1] - The transaction has been approved by the board of directors and does not require shareholder approval [1]

Core Insights - The article highlights the significant achievements of Heng Rui Medicine, including over 50 billion yuan in cumulative R&D investment, 24 first-class innovative drugs successfully launched, and potential total licensing transaction amounts exceeding 27 billion USD, showcasing the company's growth trajectory and its influence as a national brand on the global stage [1][2]. Group 1: R&D Investment and Innovation - Heng Rui Medicine has maintained a high R&D investment intensity, with R&D expenditure accounting for 29.4% of sales revenue in 2024, consistently above 20% for several years, leading to a cumulative investment exceeding 50 billion yuan [2]. - The company has achieved substantial results, with 24 first-class innovative drugs and 5 second-class new drugs approved for market launch in the past year, alongside over 100 self-innovative products in clinical development and more than 400 clinical trials globally [2][3]. - Heng Rui has established a comprehensive technology platform covering mainstream and new molecular models, including PROTAC, ADC, and multi-specific antibodies, and is exploring AI drug development [2]. Group 2: Internationalization and Market Expansion - Since 2020, Heng Rui has completed 15 licensing transactions with a potential total transaction value exceeding 27 billion USD, including 5 transactions in 2025, indicating global recognition of its R&D capabilities and product pipeline [3]. - The company has conducted over 20 international clinical trials in regions such as the US, Europe, and Australia, with 4 ADC innovative drugs receiving FDA fast track designation and 5 innovative drugs recognized as orphan drugs [3]. - Heng Rui's products are now registered in over 40 countries, with more than 20 registration approvals in major regulatory markets like Europe, the US, and Japan, illustrating the expansion of its influence [3]. Group 3: Contribution to Industry Transformation - Heng Rui's impact extends beyond data and transactions; it has contributed to the transformation of the Chinese pharmaceutical industry from "generic" to "innovation," establishing a systematic and sustainable development path [4]. - The company has created a complete innovation system from target discovery to clinical development and commercialization, serving as an industry benchmark and fostering a self-reinforcing innovation ecosystem [4]. - The recognition of Heng Rui as the "Annual Pharmaceutical Industry Influence Brand" reflects its commitment to creating commercial value while growing alongside society, users, and the industry [4]. Group 4: Future Outlook - As the Chinese pharmaceutical industry transitions from "catching up" to "leading" in certain areas, Heng Rui Medicine's dual strategy of innovation and internationalization has begun to show results, although the journey is just beginning [5].

Group 1: Industry Overview - The Chinese innovative drug industry is experiencing a significant recovery in 2025, with record high external BD totals and an increase in the number of drug approvals [1][2] - Despite the positive trends, there are concerns about the sustainability of the market, high valuations of some companies, and the potential for structural differentiation in the industry [2][3] Group 2: IPO Market - The IPO market for innovative drug companies has seen a resurgence, with many firms successfully listing on the Hong Kong stock exchange and exceeding fundraising expectations [3][4] - However, the market experienced a downturn in December, with initial public offerings facing challenges such as market sentiment cooling and stricter regulatory scrutiny [4] Group 3: Commercial Insurance and Drug Pricing - The introduction of a commercial insurance directory for innovative drugs aims to address the payment challenges associated with high-priced therapies, with 24 drugs participating in price negotiations [4][5] - The negotiated price reductions for these drugs range from 15% to 50%, but the effectiveness of this new payment model in promoting clinical use remains to be seen [5] Group 4: BD Opportunities and Challenges - The trend of significant BD transactions continues, with companies like 3SBio and Innovent Biologics leading the way, prompting speculation about the next major BD opportunities [6][7] - There is a growing concern about the legal risks associated with BD transactions, as the industry may face an increase in litigation related to these deals [8] Group 5: Future Prospects and Uncertainties - Key questions remain regarding the future of companies like Summit, including potential acquisitions and the performance of their clinical trials [9][10] - The domestic vaccine sector is struggling, with significant declines in stock prices and ongoing challenges related to product differentiation and commercialization [11] - Geopolitical factors continue to pose risks to the innovative drug sector, with ongoing uncertainties regarding regulatory policies and market access [12] Group 6: Unexpected Developments - Some biotech companies have made surprising decisions, such as the acquisition of Lixte Biotechnology by China National Pharmaceutical Group, which deviated from expectations of an independent IPO [13][14] - The sudden dissolution of Run Biotech highlights the high-risk nature of the industry and the challenges of balancing short-term financial returns with long-term innovation [15]

Core Viewpoint - Recently, Palin Bio announced that it has disclosed a relevant acquisition agreement and a notice of intended change in control, where China National Pharmaceutical Group Corporation will become the controlling shareholder of the company [1] Group 1: Acquisition Details - China National Pharmaceutical Group Corporation signed a "Framework Agreement for Acquisition" with the company's controlling shareholder, Qiongcheng Shengbang Yinghao Investment Partnership (Limited Partnership) [1] - Shengbang Yinghao intends to transfer its 21.03% stake in the company to China National Pharmaceutical [1] - A supplementary agreement to the "Share Transfer Agreement" has been signed recently by both parties [1] Group 2: Control Change Implications - If the equity change is implemented and completed, the company's controlling shareholder and actual controller will change [1] - China National Pharmaceutical will become the controlling shareholder, while China National Pharmaceutical Group Corporation will become the actual controller of the company [1]

Core Viewpoint - The investigation of Gao Yuwen, former chairman of China Medical Health Industry Co., Ltd., highlights ongoing anti-corruption efforts within the company, which has seen multiple executives investigated for serious violations in recent years [1][2]. Group 1: Investigation and Leadership Changes - Gao Yuwen is under investigation for serious violations and is being reviewed by the Central Commission for Discipline Inspection and the Tianjin Municipal Supervisory Committee [1]. - Since 2024, at least 11 executives or former executives from China Medical have been investigated for misconduct [2]. - Li Xin, former assistant general manager, was also investigated for serious violations and had overlapping work periods with Gao Yuwen [2]. Group 2: Company Structure and Operations - China Medical, established in 1983, is the only pharmaceutical and medical device production and operation platform under the General Technology Group [1]. - The company operates in four main sectors: international trade, pharmaceutical commerce, medical devices, and pharmaceutical industry [2]. Group 3: Financial Performance - In 2024, the company reported a revenue of 34.148 billion yuan, a year-on-year decrease of 12.04%, and a net profit of 535 million yuan, down 48.91% [3]. - In the first half of 2025, revenue was 17.076 billion yuan, a decline of 6.71%, with a net profit of 294 million yuan, down 16.19% [3]. - For the first three quarters of 2025, the net profit attributable to shareholders was 477 million yuan, a year-on-year decrease of 4.64% [4].

Core Viewpoint - The investigation of Gao Yuwen, former chairman of China National Pharmaceutical Group Co., Ltd. (China Pharmaceutical), highlights ongoing corruption issues within the company, which has seen a significant decline in performance over recent years despite leadership changes. Group 1: Leadership and Governance - Gao Yuwen served as chairman for approximately three years and was the highest-ranking official investigated among over ten executives scrutinized in recent anti-corruption efforts [2][3] - Since 2016, China Pharmaceutical has experienced five chairmen, indicating instability in leadership without corresponding improvements in company performance [8][9] Group 2: Financial Performance - In the first three quarters of this year, China Pharmaceutical reported a net profit of approximately 455 million yuan, marking a decline of 4.64% year-on-year and the lowest level in nearly a decade [11][12] - The company's total revenue for the same period was 25.894 billion yuan, down 3.42% year-on-year, continuing a trend of revenue decline for two consecutive years [11][12] Group 3: Market Challenges - The company faces ongoing challenges from policies such as volume-based procurement and medical insurance cost control, which have pressured profit margins [11] - International trade revenue decreased by nearly 20% year-on-year, attributed to the impact of domestic substitution policies [11] Group 4: Strategic Initiatives - To address performance issues, the company is focusing on transformation and innovation, with planned R&D investments of 276 million yuan and 346 million yuan for 2023 and 2024, respectively [11] - The company has significantly reduced sales expenses from 2.485 billion yuan in 2020 to 1.099 billion yuan in 2024 as part of its compliance efforts [11] Group 5: Goodwill and Acquisitions - Previous acquisitions aimed at expanding the pharmaceutical commercial sector have resulted in goodwill risks, with a goodwill impairment loss of approximately 128 million yuan anticipated for 2024 [12] - As of the first three quarters of this year, the company's goodwill balance stood at 996 million yuan, compared to a net profit of 535 million yuan last year [12]