向特定对象发行限售股上市流通的核查意见 国投证券股份有限公司（以下简称"国投证券"或"保荐机构"）作为上海医药 集团股份有限公司（以下简称"上海医药"或"公司"）向特定对象发行股票的保荐 机构，根据《上市公司证券发行管理办法》《证券发行上市保荐业务管理办法》《上海 证券交易所股票上市规则》《上海证券交易所上市公司自律监管指引第 1 号——规范 运作》《上海证券交易所上市公司自律监管指引第 11 号——持续督导》等相关规定， 对上海医药向特定对象发行限售股上市流通的事项进行了核查，具体情况如下： 国投证券股份有限公司 关于上海医药集团股份有限公司 一、本次限售股上市类型 经中国证券监督管理委员会《关于核准上海医药集团股份有限公司非公开发行 股票的批复》（证监许可[2022]584号）核准，上海医药合计向特定对象发行人民币普 通股（A股）股票852,626,796股，发行价为人民币16.39元/股（以下简称"本次发行"）。 本次发行新增852,626,796股份已于2022年4月8日在中国证券登记结算有限责任 公司上海分公司办理完毕股份登记手续。本次发行新增股份为有限售条件流通股，将 于限售期满后的次一交易日起上 ...

Investment Rating - The investment rating for the company is "Buy" (maintained) [1] Core Views - The company achieved a total revenue of 275.25 billion yuan in 2024, representing a year-on-year growth of 5.75%. The net profit attributable to shareholders was 4.55 billion yuan, up by 20.82% year-on-year [7] - The commercial segment showed steady development, with the CSO business achieving a strategic breakthrough, resulting in a sales revenue of 251.52 billion yuan, an increase of 7.47% [7] - The industrial segment experienced a revenue decline of 9.6%, but net profit increased by 3.95%, indicating a transformation in the marketing model [7] - The company has a robust pipeline of new drugs, with 54 clinical applications accepted and 40 innovative drugs in development [7] - The forecast for net profit attributable to shareholders for 2025 and 2026 has been adjusted to 5.01 billion yuan and 5.65 billion yuan, respectively, with a new estimate for 2027 at 6.33 billion yuan [7] Financial Summary - Total revenue for 2023 was 260.30 billion yuan, with a projected increase to 275.25 billion yuan in 2024 [1] - The net profit for 2023 was 3.77 billion yuan, expected to rise to 4.55 billion yuan in 2024 [1] - The latest diluted EPS is projected to be 1.23 yuan for 2024, increasing to 1.71 yuan by 2027 [1] - The P/E ratio is expected to decrease from 18.26 in 2023 to 10.88 in 2027, indicating a potential increase in valuation [1]

Investment Rating - The report maintains a "Recommendation" rating for Shanghai Pharmaceuticals [1][8][10] Core Views - The company achieved a revenue of 275.25 billion yuan in 2024, representing a year-on-year growth of 5.75%, and a net profit of 4.55 billion yuan, up 20.82% year-on-year [4][7] - The CSO business showed remarkable performance with a revenue increase of 177% to 8 billion yuan in 2024, highlighting its potential as a significant growth driver [7][8] - The pharmaceutical commercial segment is stable, with a projected revenue of 251.5 billion yuan in 2024, reflecting a growth of 7.5% [7] Financial Summary - Revenue projections for 2025, 2026, and 2027 are 297.93 billion yuan, 322.69 billion yuan, and 349.44 billion yuan, respectively, with expected growth rates of 8.2% and 8.3% [6][8] - Net profit forecasts for the same years are 5.42 billion yuan, 6.18 billion yuan, and 6.62 billion yuan, with year-on-year growth rates of 19.1%, 13.9%, and 7.2% [6][8] - The gross margin is expected to stabilize around 11% from 2025 onwards, while the net margin is projected to improve gradually [6][8] Business Segment Performance - The pharmaceutical industrial segment is expected to generate 30.5 billion yuan in revenue in 2024, with a growth rate of 29.7%, driven by innovative drugs and traditional Chinese medicine [7] - The company has established over 300 SPD projects, serving 129 medical institutions, enhancing its distribution network across the country [7] - The company’s strong state-owned background and comprehensive industry chain layout are expected to support its future growth [7][8]

证券代码：601607 证券简称：上海医药 公告编号：临2025-041 上海医药集团股份有限公司 董事会 二零二五年四月一日 1 关于高级管理人员离任的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担个别及连带责任。 上海医药集团股份有限公司（以下简称"本公司"或"公司"）董事会收到 李东明先生的书面告知，其与公司签订的劳动合同到期后不再续签。因此，自 2025 年 4 月 1 日起李东明先生不再担任公司副总裁及下属企业的任何职务。 截至本公告日，不存在因离任而需要提请公司股东注意之事项。公司对李东 明先生于任职期间内对公司发展所做出的贡献表示感谢！ 特此公告。 上海医药集团股份有限公司 ...

Summary of Shanghai Pharmaceuticals Conference Call Company Overview - Shanghai Pharmaceuticals Group ranked 411th in the Fortune Global 500 for 2024, with various accolades including being among the top 50 global pharmaceutical companies and top 25 in brand value [3][4] Financial Performance - Total revenue reached 275.25 billion CNY, a year-on-year increase of 5.75% - Pharmaceutical manufacturing revenue decreased by 9.62% to 23.73 billion CNY - Pharmaceutical commerce revenue increased by 7.47% to 251.52 billion CNY - Net profit attributable to shareholders was 4.55 billion CNY, up 20.82% [3][4] Key Insights - Revenue growth was driven by the pharmaceutical commerce sector, while the manufacturing sector faced a decline, indicating a need for attention on the industrial segment [3] - The company increased R&D investment to 2.818 billion CNY, with a focus on building an open innovation ecosystem and enhancing R&D efficiency [5] - Significant progress in rare disease treatments, with multiple products covering various indications and some innovative drugs entering clinical trials [7] - Expansion into overseas markets, particularly in Southeast Asia and the Middle East, resulted in a 24.53% increase in overseas sales revenue to 3.967 billion CNY [8] - The company is adapting its marketing strategies and technology upgrades to improve efficiency and reduce costs [9] R&D and Innovation - The establishment of a new product planning department to focus on key disease areas, resulting in 44 products generating over 100 million CNY in sales [6] - Collaboration with various research institutions to enhance R&D capabilities and establish a comprehensive innovation system [5][11] - Development of AI-enabled platforms to accelerate new product development and improve overall R&D efficiency [12][13] Market Challenges and Strategies - The pharmaceutical distribution industry faces challenges from delayed medical insurance payments and centralized procurement policies, but timely payments from the National Medical Insurance Bureau may improve the environment [28][29] - The company is exploring innovative payment models and multi-channel strategies to ensure sustainable growth [3][28] Future Goals - Shanghai Pharmaceuticals aims to strengthen its R&D foundation and expand its product pipeline, focusing on high-incidence diseases in China [10][20] - Plans to leverage cash reserves for mergers and acquisitions, particularly in innovative drug development and traditional Chinese medicine [24][40] - The company is committed to enhancing its international presence and developing a robust marketing strategy for innovative drugs [44][45] Conclusion - Shanghai Pharmaceuticals is positioned for growth through strategic R&D investments, international expansion, and innovative marketing strategies, despite facing challenges in the pharmaceutical distribution sector. The focus on rare diseases and AI integration in drug development highlights the company's commitment to innovation and market responsiveness [3][5][20][49]

Core Viewpoint - The recent administrative penalty against three pharmaceutical companies for price manipulation of Methacholine Chloride Injection reveals underlying collusion and monopolistic practices in the industry, raising concerns about market integrity and consumer rights [1][5][6]. Summary by Sections Price Manipulation and Penalties - Shanghai Xinyi United Pharmaceutical Co., Ltd. and its affiliates were fined a total of 2.23 billion yuan for colluding to raise the price of Methacholine Chloride Injection by 11 to 21 times [1][4]. - The leading company, Xinyi United, received a reduced penalty of 1.65 billion yuan due to its cooperation in providing evidence [1][6]. Market Dynamics and Drug Information - Methacholine Chloride Injection is a commonly used anesthetic drug, included in the national essential drug list and the shortage drug list [2][3]. - Prior to the price manipulation, the prices for this injection ranged from 3.56 to 6.8 yuan per unit, but were inflated to 71.5 yuan during the collusion [2][3]. Collusion Details - The collusion involved communication between the companies to set prices and divide market territories, ensuring stable market shares while excluding competition [4][5]. - The investigation revealed that the companies had agreed to raise prices to match those in the Shandong market, significantly distorting the pricing mechanism [3][4]. Regulatory Response and Future Implications - The case marks the first instance of personal liability for individuals involved in reaching a monopoly agreement under the revised Anti-Monopoly Law [1][6]. - The regulatory environment is tightening, with increased scrutiny and penalties aimed at deterring monopolistic practices in the pharmaceutical sector [6][9]. Broader Industry Context - The incident highlights a trend of monopolistic behavior in the pharmaceutical industry, particularly in the context of limited competition for certain drugs [5][9]. - The upcoming inclusion of Methacholine Chloride Injection in the national centralized procurement program is expected to reduce its price significantly, indicating a shift towards more competitive pricing [8].

Core Viewpoint - Shanghai Pharmaceuticals reported a revenue increase of 5.75% year-on-year, reaching 275.25 billion yuan, while facing challenges in its industrial segment and compliance issues [1][2]. Financial Performance - The company achieved a net profit of 4.55 billion yuan, up 20.82% year-on-year, with the industrial segment contributing 2.19 billion yuan and the commercial segment contributing 3.39 billion yuan [1]. - The pharmaceutical industrial segment's revenue declined by 9.62%, while the commercial segment's revenue grew by 7.47% [1][2]. Market Reaction - Despite the positive financial results, the stock market response was lukewarm, with A-shares down 1.65% and Hong Kong shares down 2.74% as of March 28 [1]. Compliance and Governance Issues - The company has faced multiple compliance risks, including monopoly agreements and fraudulent invoicing, which may impact its long-term stability [1][6]. - Compliance was mentioned 11 times in the latest financial report, highlighting the company's focus on improving its governance and compliance systems [6]. R&D and Innovation - Shanghai Pharmaceuticals terminated 15 R&D projects in the past year, with a total investment of over 770 million yuan, to focus on core projects [3][4]. - The company has 54 new drug pipelines, with 40 being innovative drugs, and aims to balance short-term performance with long-term development [3][4]. Sales and Marketing Expenses - The company's sales expenses reached 12.71 billion yuan, with a significant portion allocated to marketing and advertising [4][5]. - Shanghai Pharmaceuticals has the highest sales expense ratio among its peers, which it claims is managed through a structured budgeting process [5]. Industry Context - The pharmaceutical industry in China is undergoing a transformation towards high-quality development, with compliance management becoming increasingly important for sustainable growth [2][6]. - The company is focusing on international market expansion and innovation to adapt to ongoing healthcare reforms and pricing pressures [2][7].

Core Insights - Shanghai Pharmaceuticals achieved a revenue of 275.25 billion yuan in 2024, marking a year-on-year growth of 5.75% [1] - The net profit attributable to shareholders reached 4.55 billion yuan, reflecting a 20.82% increase compared to the previous year [1] - The company invested 2.82 billion yuan in R&D, focusing on six key areas including immunology and oncology [2] Financial Performance - Revenue breakdown: Pharmaceutical manufacturing generated 23.73 billion yuan, while pharmaceutical commerce contributed 251.52 billion yuan [1] - Operating cash flow was 5.83 billion yuan, up 11.39% year-on-year [1] - Profit contributions: Industrial business contributed 2.19 billion yuan (up 3.95%), commercial business contributed 3.39 billion yuan (up 1.05%), and associated companies contributed 470 million yuan [1] R&D and Innovation - The company has 54 new drug applications in clinical research, including 40 innovative drugs [2] - Progress in rare diseases with 51 products covering 67 indications [2] - Establishment of a scientific committee to enhance R&D capabilities and partnerships with top research institutions [2] Marketing and Sales Strategy - Integration of the industrial marketing system and transformation of marketing models [4][5] - 44 products achieved sales exceeding 100 million yuan, with two products surpassing 1 billion yuan in sales [5] - Expansion of the commercial network across 25 provinces and cities [5] International Expansion - Acquisition of a 10% stake in Shanghai Hutchison Pharmaceuticals to enhance capabilities in evidence-based medicine and internationalization [6] - Overseas sales reached 3.97 billion yuan, a 24.53% increase, with 18 new product registrations [6] - Focus on the Greater Bay Area and collaboration with Hong Kong institutions to promote traditional Chinese medicine [6]

Core Viewpoint - Shanghai Pharmaceuticals plans to issue debt financing products to expand financing channels, optimize debt structure, and control financial costs while meeting funding needs flexibly [1][2]. Issuance Plan - The company intends to issue various short-term and medium to long-term debt financing products with a total amount not exceeding RMB 15 billion [1][2]. - The types of financing products include but are not limited to short-term financing bonds, ultra-short-term financing bonds, short-term corporate bonds, medium-term notes, medium to long-term corporate bonds, perpetual bonds, quasi-perpetual bonds, asset-backed notes, and other short and medium to long-term debt financing products [1][2]. Fund Utilization - The funds raised from the issuance will be used to supplement the operating capital of the company and its subsidiaries, as well as to repay debts [2]. Financing Terms - The financing term for the short-term debt financing products will not exceed 1 year, while the term for medium to long-term products will be determined based on the company's funding needs and market conditions [2]. Approval and Authorization - The resolution for the issuance must be approved by the company's shareholders' meeting and will be valid for 12 months from the date of approval [2][4]. - The board of directors is authorized to handle specific matters related to the issuance of debt financing products, including determining the issuance plan, negotiating with underwriters, and deciding on the timing and amount of issuance [2][3]. Regulatory Compliance - The issuance plan and authorization matters are subject to approval by the shareholders' meeting and must be reported to relevant regulatory authorities for approval before implementation [4].

Summary of Shanghai Pharmaceuticals Holding Co., Ltd. Audit Report Core Viewpoint The audit report details the non-operational fund occupation and other related fund transactions of Shanghai Pharmaceuticals Holding Co., Ltd., highlighting the financial interactions with its subsidiaries and associated parties. Group 1: Non-Operational Fund Occupation - The report indicates that there are no non-operational fund occupations from the current controlling shareholders or their affiliated enterprises [1] - The total non-operational fund occupation is summarized as not applicable for the listed company and its related parties [1] Group 2: Related Fund Transactions - The report lists various related fund transactions, including amounts and reasons for these transactions, with a total of 2,059,212.49 thousand yuan in initial transaction amounts [4] - Specific transactions include: - Shanghai Yingdalai Real Estate Co., Ltd. with a transaction amount of 492.71 thousand yuan for leasing income [1] - Shanghai Shishi Group Financial Services Co., Ltd. with a transaction amount of 416,604.36 thousand yuan, primarily for financial services [1] - Shanghai Pharmaceutical Holdings Co., Ltd. subsidiaries showing various amounts in non-operational fund transactions, such as 574,191.24 thousand yuan from Shanghai Keyuan Xinhai Medical Co., Ltd. [2][3] - The report also notes that the total amount of related fund transactions for the year 2024 is significant, with various subsidiaries involved in both operational and non-operational transactions [4]