| | | | 浙江佐力药业股份有限公司 | | 2025 年半年 | | --- | --- | --- | --- | --- | --- | | 度报告摘要 | | | | | | | 证券简称：佐力药业 | 证券代码：300181 | | | | 公告编号： | | 2025-050 | | | | | | | 浙江佐力药业股份有限公司 2025 年半年度报告摘要 | | | | | | | 一、重要提示 | | | | | | | 本半年度报告摘要来自半年度报告全文，为全面了解本公司的经营成果、财务状况及未来发展规划，投 | | | | | | | 资者应当到证监 | | | | | | | 会指定媒体仔细阅读半年度报告全文。 | | | | | | | 所有董事均已出席了审议本报告的董事会会议。 | | | | | | | 非标准审计意见提示 | | | | | | | □适用 | ?不适用 | | | | | | 董事会审议的报告期利润分配预案或公积金转增股本预案 | | | | | | | □适用 | ?不适用 | | | | | | 公司计划不派发现金红利，不送红股，不以公积金转增股本。 | ...

Core Viewpoint - Zhejiang Zuoli Pharmaceutical Co., Ltd. reported a revenue increase of 11.99% in the first half of 2025, driven by strong sales in its main product lines, particularly the Wuling series and traditional Chinese medicine products [4][17]. Company Overview and Financial Indicators - The company operates in the pharmaceutical industry, focusing on traditional Chinese medicine and has a strong market position with its proprietary products [6][24]. - Key financial metrics for the first half of 2025 include: - Revenue: CNY 1,599,453,446.18, up from CNY 1,428,254,689.36 [4]. - Net profit attributable to shareholders: CNY 371,685,120.24, a 27.24% increase from the previous year [4]. - Basic earnings per share: CNY 0.5325, up 26.15% [4]. - Total assets: CNY 4,599,395,633.76, a 15.22% increase from the end of the previous year [4]. Industry Development - The pharmaceutical industry in China is undergoing structural adjustments, with a focus on innovation, compliance, and digital transformation [6][7]. - Despite challenges, the overall market remains resilient due to factors such as an aging population and increased health awareness [6][7]. Market Position - The company is a leader in the medicinal fungus pharmaceutical sector, with its Wuling series products ranking in the top 10 for market share in various hospital categories [8][9]. - The company has received recognition for its brand and innovation capabilities, ranking among the top 50 in Chinese traditional medicine R&D [9][10]. Main Business and Products - The company’s main products include Wuling capsules, Lingze tablets, and various traditional Chinese medicine formulations [10][11]. - Wuling capsules are recognized as a national class I new drug, widely used in various medical fields [10][24]. - Lingze tablets and Linglianhua granules are also significant products, with clinical guidelines recommending their use for specific health conditions [10][11]. Business Model and Sales Strategy - The company employs a multi-channel sales strategy, including direct sales, partnerships, and e-commerce platforms [16][17]. - The marketing strategy focuses on expanding market coverage and enhancing brand influence through digital marketing and community health initiatives [17][18]. Research and Development - The company emphasizes R&D in medicinal fungi, with ongoing projects aimed at expanding the clinical applications of its products [19][23]. - Collaborations with academic institutions enhance the company’s innovation capabilities and support the development of new health products [19][23]. Sustainability and Governance - The company is committed to sustainable practices, integrating environmental considerations into its operations and enhancing its governance structure [21][22]. - An ESG management system has been established to improve the company's social responsibility and environmental impact [21][22].

Core Points - The document outlines the information disclosure management system of Zhejiang Zoli Pharmaceutical Co., Ltd, emphasizing the importance of timely, accurate, and complete disclosure of information that may significantly impact the company's stock and derivatives trading prices [1][2][3]. Group 1: General Principles - The company and other information disclosure obligors must fulfill their disclosure obligations in a timely manner, ensuring that the information is true, accurate, complete, and easy to understand [3][4]. - All disclosed information must be made available to all investors simultaneously, without prior disclosure to any individual or organization [2][3]. - In the event of insider information, those privy to such information must not disclose or use it for insider trading before it is legally disclosed [3][4]. Group 2: Disclosure Procedures - The company must publish disclosed information on the stock exchange's website and in media that meet the requirements set by the China Securities Regulatory Commission [4][5]. - If there is a leak of undisclosed significant information or abnormal stock trading, the company must take immediate measures to report to the Shenzhen Stock Exchange and announce the situation [4][5]. - The company can apply for a delay in disclosure under certain conditions, such as if the information has not leaked and relevant insiders have committed to confidentiality [6][7]. Group 3: Reporting Requirements - The company is required to disclose periodic reports, including annual, semi-annual, and quarterly reports, within specified timeframes after the end of each accounting period [7][8]. - Any significant risks that may adversely affect the company's core competitiveness and future development must be disclosed [8][9]. - If there are significant changes in expected annual performance, the company must issue a profit warning within one month after the end of the accounting year [9][10]. Group 4: Management of Disclosure - The board of directors is responsible for establishing and ensuring the effective implementation of the information disclosure management system [33][34]. - The company secretary is tasked with managing information disclosure and ensuring compliance with relevant laws and regulations [34][35]. - All departments and subsidiaries must designate responsible individuals to report significant information to the company secretary [44][45]. Group 5: Confidentiality and Penalties - Information disclosure obligors and those who come into contact with undisclosed information have a confidentiality obligation and must not leak any undisclosed information [59][60]. - Violations of the disclosure management system may result in disciplinary actions, including warnings or termination, and potential legal liability for significant breaches [61][62].

Core Points - The company has established a system for managing external information users to strengthen the management of individuals who have access to undisclosed significant information [1][2] - The system applies to all departments, subsidiaries, and personnel who can access insider information, including directors and senior management [1] - Insider information includes any undisclosed information that could significantly impact the company's operations, finances, or stock prices [1] Summary by Sections External Information Users - The system defines "external information users" as specific units and personnel authorized to request information from the company, including government departments [1] - The company reserves the right to refuse requests for insider information that do not comply with legal regulations or the company's articles of association [1] Confidentiality Obligations - Directors, senior management, and other relevant personnel have a confidentiality obligation during the preparation of regular and interim reports and major corporate events [2] - Information must not be leaked in any form before public disclosure, including during earnings calls, analyst meetings, or media interviews [2] Information Disclosure Procedures - The company must follow internal procedures for disclosing information, requiring approval from various levels of management before external communication [2] - When disclosing undisclosed information, the company must register the recipients as insider information recipients and inform them of their confidentiality obligations [2] Consequences of Breach - If external information users leak or misuse insider information, the company may pursue compensation based on the severity of the breach [3] - In cases of improper confidentiality leading to leaks, the company must notify the stock exchange and announce the breach promptly [3] Implementation and Amendments - The system is effective from the date of approval by the board of directors and will be revised as necessary [3]

浙江佐力药业股份有限公司 重大信息内部报告制度 第一章 总则 第一条 为规范浙江佐力药业股份有限公司（以下简称"本公司"或"公 司"）重大信息内部报告工作的管理，保证公司内部重大信息的快速传递、归集 和有效管理，及时、准确、全面、完整地披露信息，明确公司各部门、各子公司 及有关人员重大信息内部报告的程序和职责，维护投资者的合法权益，根据《中 华人民共和国公司法》《中华人民共和国证券法》《上市公司信息披露管理办法》 《深圳证券交易所创业板股票上市规则》《深圳证券交易所上市公司自律监管指 引第 2 号——创业板上市公司规范运作》等有关法律、法规、规章、规范性文件 和本公司《公司章程》的有关规定，结合公司实际情况，制定本制度。 第二条 公司重大信息内部报告制度是指当出现、发生或即将发生可能对公 司股票及其衍生品种交易价格产生较大影响的情形或事件（以下简称"重大信息"、 "重大事件"或"重大事项"）时，按照本制度规定负有报告义务的有关人员， 应当在第一时间将相关信息向公司责任领导、董事会秘书、董事长进行报告，确 保董事会秘书第一时间获悉公司重大信息的制度。董事会秘书需了解重大事项的 情况和进展时，相关部门（包括公司全 ...

Core Points - The company has established a long-term mechanism to prevent the occupation of funds by major shareholders and related parties, aiming to protect the company's financial interests [1][2] - The management system applies to the company and its subsidiaries, focusing on the management of financial transactions with major shareholders and related parties [1][2] - The company emphasizes the responsibilities of its board members, audit committee members, and senior management in safeguarding the company's financial security [1][3] Summary by Sections General Principles - Major shareholders and related parties are prohibited from occupying the company's interests in any form [2] - The company cannot provide funds directly or indirectly to major shareholders and related parties for various expenses, including salaries, loans, and guarantees without a legitimate business purpose [2][3] Prevention Measures - The company will conduct regular checks on non-operational financial transactions with major shareholders and related parties to prevent fund occupation [3] - All related transactions must comply with the company's established management procedures and require approval from the shareholders' meeting [3][4] Responsibilities and Accountability - The chairman of the board is the primary responsible person for preventing fund occupation and may form a working group for daily supervision [5] - The board of directors must take effective measures to stop any asset occupation by major shareholders and related parties and may initiate legal actions if necessary [5][6] Audit and Reporting - The company is required to hire a qualified accounting firm to audit any fund occupation and guarantee violations at the end of each fiscal year [6][7] - In case of fund occupation, the company must control the conditions for debt repayment through shares or assets and develop a clear repayment plan [7][8] Penalties and Enforcement - The board will impose penalties on directors and senior management who assist or condone the occupation of company assets [8] - The company will take protective measures to avoid losses due to fund occupation and pursue legal responsibility for those involved [8]

第一条 为充分发挥独立董事在董事会中参与决策、监督制衡、专业咨询等 职能，进一步规范浙江佐力药业股份有限公司（以下简称"公司"）的法人治理 结构，保护中小股东及利益相关者的利益，促进公司的规范运作，根据《中华人 民共和国公司法》《中华人民共和国证券法》《上市公司治理准则》《上市公司 独立董事管理办法》《深圳证券交易所创业板股票上市规则》《深圳证券交易所 上市公司自律监管指引第2号——创业板上市公司规范运作》以及《浙江佐力药 业股份有限公司章程》（以下简称《公司章程》）、《浙江佐力药业股份有限公 司独立董事制度》的有关规定，特制定本制度。 第二条 独立董事专门会议是指公司应当召开全部由独立董事参加的会议， 为履行独立董事职责专门召开的会议。独立董事专门会议对所议事项进行独立研 讨，应当从合法合规性、可能存在的风险以及对公司和中小股东权益的影响进行 思考判断，并且形成讨论意见。 第三条 独立董事对公司及全体股东负有忠实与勤勉义务，应当按照法律、 行政法规、中国证券监督管理委员会（以下简称"中国证监会"）的规定、证券 交易所业务规则和《公司章程》的规定，认真履行职责，在董事会中发挥参与决 策、监督制衡、专业咨询作用 ...

Core Viewpoint - The document outlines the work system for independent directors and the audit committee of Zhejiang Zhaoli Pharmaceutical Co., Ltd., emphasizing the importance of governance structure and internal control in the preparation and disclosure of annual reports [1][2]. Summary by Sections Governance Structure - The company aims to enhance its governance structure and internal control by establishing a work system for independent directors and the audit committee [1][2]. Responsibilities of Independent Directors and Audit Committee - Independent directors and the audit committee are required to diligently perform their duties to ensure the annual report is true, accurate, complete, and timely, thereby safeguarding the overall interests of the company [2][3]. - The management must report the company's operational status and significant investment and financing activities to independent directors within 30 days after the end of each fiscal year [3]. Audit Process - The audit committee is responsible for evaluating the qualifications of the accounting firm to be hired and must coordinate with the financial supervisor and the accounting firm regarding the timing of the annual financial report audit [4][5]. - Prior to the audit, independent directors and the audit committee must communicate with the auditors regarding the audit plan, team composition, risk assessment, and key audit areas [5][6]. Communication and Reporting - The audit committee must ensure that the accounting firm submits the audit report within the agreed timeframe and maintain written records of the communication process [6]. - After the auditors provide preliminary opinions, a meeting must be arranged between independent directors, the audit committee, and the auditors to discuss any issues found during the audit [6][7]. Review and Approval - Independent directors must review the board meeting procedures and necessary documents before the board discusses the annual report, and they can refuse to attend if there are deficiencies [7][8]. - The audit committee must vote on the audited financial report and submit their opinions to the board, including a summary report from the accounting firm [8][9]. Confidentiality and Compliance - Independent directors and audit committee members are obligated to maintain confidentiality and prevent insider trading or information leaks prior to the disclosure of the annual report [9][10]. - The document stipulates that any communication or suggestions related to the annual report must be recorded in writing and stored by the company [10][11]. Implementation - The work system will be effective upon approval by the board and will be interpreted by the board of directors [11][12].

Core Viewpoint - The document outlines the management system for shareholding and trading of shares by directors and senior management of Zhejiang Zoli Pharmaceutical Co., Ltd, emphasizing compliance with relevant laws and regulations to prevent insider trading and ensure transparency in share transactions [1][2]. Group 1: General Principles - The system applies to directors, senior management, and other specified individuals or organizations regarding their holding and trading of the company's shares [1]. - Senior management includes positions such as the general manager, executive vice president, vice presidents, board secretary, and financial director [2]. Group 2: Share Trading Declaration - Directors and senior management must notify the board secretary in writing of their trading plans before executing any trades, allowing for verification against legal and regulatory compliance [5]. - The company must apply to the stock exchange and the China Securities Depository and Clearing Corporation for the registration of shares held by directors and senior management under certain conditions, such as share issuance or equity incentive plans [6]. Group 3: Trading Restrictions - Directors and senior management are prohibited from engaging in margin trading of the company's shares if they hold more than 5% of the shares [11]. - During their term and for six months after, directors and senior management can only transfer up to 25% of their shares through various methods, with exceptions for certain circumstances [12]. Group 4: Insider Trading Prohibitions - Directors and senior management cannot trade shares during specific periods, such as 15 days before annual or semi-annual reports and 5 days before quarterly reports [18]. - They must ensure that close relatives and controlled entities do not trade based on insider information [20]. Group 5: Disclosure of Shareholding Changes - The board secretary is responsible for managing and reporting the shareholding data of directors and senior management, ensuring compliance with disclosure requirements [21]. - Any increase in shareholding must be disclosed, including details about the number of shares, purpose, and implementation timeline [22]. Group 6: Penalties for Violations - Any profits gained from violations of the trading rules must be returned to the company, and severe cases may lead to disciplinary actions against the responsible individuals [27].

Core Viewpoint - The document outlines the work system for the Secretary of the Board of Directors of Zhejiang Zhaoli Pharmaceutical Co., Ltd., emphasizing the need for compliance with laws and regulations, as well as the responsibilities and qualifications required for the position. Group 1: General Provisions - The work system is established to regulate the behavior of the Secretary of the Board, ensuring the company's compliance and protection of investors' rights [1] - The Secretary of the Board is a senior management position responsible to the company and the Board [1] Group 2: Qualifications and Appointment Procedures - The Board appoints or dismisses the Secretary, who serves a term of three years, with the possibility of reappointment [4] - Candidates must meet legal and regulatory requirements, possess relevant professional knowledge, and demonstrate good ethical standards [2][4] Group 3: Dismissal and Reporting - The company must have valid reasons for dismissing the Secretary, and any dismissal must be reported to the stock exchange [3] - The Secretary must be dismissed if they cannot perform their duties for over three months or if they violate the established work system [3][4] Group 4: Responsibilities - The Secretary is responsible for managing information disclosure, ensuring compliance with disclosure regulations, and maintaining confidentiality [12] - The Secretary assists in strengthening corporate governance, organizing meetings, and ensuring compliance with securities laws [13][14] Group 5: Support and Resources - The company must provide necessary conditions for the Secretary to perform their duties, including access to financial and operational information [17] - The Board should appoint a securities affairs representative to assist the Secretary when needed [20]