[年报]一致Ｂ(200028):2021年年度报告（英文版）
原标题:一致Ｂ:2021年年度报告（英文版） NationalAccordMedicinesCorporation Ltd. Annual Report 2021 March 2022 Section I. Important Notice, Contents and Interpretation Board of Directors, Supervisory Committee, all directors, supervisors and senior executives of China National Accord Medicines Corporation Ltd. (hereinafter referred to as the Company) hereby confirm that there are no any fictitious statements, misleading statements, or important omissions carried in this report, and shall take all responsibilities, individual and/or joint, for the reality, accuracyandcompletionofthewholecontents. Lin Zhaoxiong, Principal of the Company, Gu Guolin, person in charger of accounting works and Wang Ying, person in charge of accounting organ (accounting principal) hereby confirm that the Financial Report of 2021 Annual Reportisauthentic,accurateandcomplete. AlldirectorsareattendedtheBoardMeetingforreportdeliberation. The profit distribution plan that deliberated and approved by the Board is: based on total stock issued 428,126,983 shares, distributed 6.00Yuan (tax included) bonus in cash for every 10-share hold by all shareholders, 0 shares bonusissued(taxincluded)andnocapitalizingofcommonreservescarriedout. Contents Sction I Important Notice, Contents andInterpretation................................................................1 Section II Company Profile andMain Financial Indexes...............................................................5 Section III Management DiscussionandAnalysis.........................................................................10 Section IV Corporate Governance..................................................................错误！未定义书签。 SectionVEnviornmental andSocial Responsibility.....................................错误！未定义书签。 Section VI Important Events ..........................................................................................................83 Section VII Changes in shares andparticular about shareholders...........错误！未定义书签。 9 Section VIII Preferred Stock.........................................................................错误！未定义书签。 9 Section IX Bonds............................................................................................错误！未定义书签。 0 Section X Financial Report............................................................................错误！未定义书签。 1 DocumentsAvailable forReference I.The financialstatements carried withthe signature andseals of the personin charge of the Company, personinchargerofaccountingworksandpersoninchargeofaccounting organ(accounting supervisor); II.The originalauditreport bearingthe seal of accounting firm and the originalaudit report signed andseal bythe CPA; III.Originaltext of alldocuments of the Company aswellas the manuscript of the announcement disclosedon the website designated byCSRC. Interpretation Items Refers to Contents Listed Company, Company, the Company, Sinopharm Accord, the Group Refers to China National Accord Medicines Corporation Ltd. SINOPHARM Refers to China National Pharmaceutical Group Corporation Sinopharm Holding Refers to Sinopharm Group Co., Ltd, Controlling shareholder of the Company Company Law Refers to Company Law of the People’s Republic of China Securities Law Refers to Securities Law of the People’s Republic of China Yuan, 10 thousand Yuan, 100 million Yuan Refers to RMB, RMB 10 thousand, RMB 100 million Terminology: Refers to 4D business Refers to SPD hospital logistics supply chain extension business, IVD diagnostic reagent business, CSSD disinfection service, and MWD equipment life cycle management business GPO Refers to Group purchasing organizations Abbreviation: Refers to Sinopharm Holding Guangzhou Refers to Sinopharm Holding Guangzhou Co., Ltd. Guoda Drugstore Refers to Sinopharm Holding Guoda Drugstore Co., Ltd. Sinopharm Holding Guangxi Refers to Sinopharm Holding Guangxi Co., Ltd. China National Zhijun Refers to China National Zhijun (Shenzhen) Pharmaceutical Co., Ltd. Zhijun Pharmacy Trade Refers to Shenzhen Zhijun Pharmacy Trade Co., Ltd. Zhijun Pingshan Refers to China National Zhijun (Shenzhen) Pingshan Pharmaceutical Co., Ltd. Main Luck Pharmaceuticals Refers to Shenzhen Main Luck Pharmaceuticals Inc. Section II Company Profile and Main Financial Indexes I. Company information Short form of the stock Sinopharm Accord, Accord B Stock code 000028, 200028 Stock exchange for listing Shenzhen Stock Exchange Name of the Company (in Chinese) 国药集团一致药业股份有限公司 Short form of the Company (in Chinese) 国药一致 Foreign name of the Company (if applicable) China NationalAccord Medicines Corporation Ltd. Short form of foreign name of the Company (if applicable) SinopharmAccord Legal representative Lin Zhaoxiong Registrations add. Accord Pharm. Bldg , No. 15, Ba Gua Si Road, Futian District, Shenzhen, Guangdong Province Code for registrations add 518029 Historical changes in the registration address No changes Offices add. Accord Pharm. Bldg, No. 15, Ba Gua Si Road, Futian District, Shenzhen, Guangdong Province Codes for office add. 518029 Company’s Internet Web Site http://www.szaccord.com.cn [email protected] II. Person/Way to contact Secretary of the Board Securities affairs representative Name Chen Changbing Wang Zhaoyu Contact add. Accord Pharm. Bldg., No. 15, Ba Gua Si Road, Futian District, Shenzhen, Guangdong Province Accord Pharm. Bldg., No. 15, Ba Gua Si Road, Futian District, Shenzhen, Guangdong Province Tel. +(86)755 25875222 +(86)755 25875222 Fax. +(86)755 25195435 +(86)755 25195435 [email protected] [email protected] III. Information disclosure andpreparation place Website of the Stock Exchange where the annual report of the Company disclosed Securities Times, China Securities Journal, Hong Kong Commercial Daily Media and Website where the annual report of thehttp://www.szse.cn ; http://www.cninfo.com.cn CompanydisclosedPreparationplaceforannualreportSecretariatoftheBoardofDirectorsPreparationplaceforannualreportSecretariatoftheBardofDirectors IV. Registration changes of the Company Organization code 91440300192186267U Changes of main business since listing (if applicable) No change. Previous changes for controlling shareholders (if applicable) No change. V. Other relevant information CPA engaged by the Company Name of CPA Ernst & Young CPA(Special General partnership) Offices add. for CPA 21/F, China Resources Building, No. 5001, Shennan East Road, Luohu District, Shenzhen Signing accountant Deng Dongmei, Li Yuanfeng Sponsor engaged by the Company for performing continuous supervision duties in reportingperiod □Applicable √Notapplicable Financial consultantengaged by the Company for performingcontinuous supervision duties in reporting period □Applicable √Notapplicable VI. Main accounting data andfinancialindexes Whether it hasretroactive adjustmentor re-statement on previousaccounting data □Yes √No 2021 2020 Changes in the current year over the previous year (+,-) 2019 Operating revenue (RMB) 68,357,809,571.99 59,649,455,012.03 14.60% 52,786,807,476.28 Net profit attributable to shareholders of the listed Company (RMB)(Note 1) 1,336,427,752.22 1,401,892,593.23 -4.67% 1,267,931,291.32 Net profit attributable to shareholders of the listed Company after deducting non-recurring gains and losses (RMB) 1,286,305,975.28 1,369,652,035.50 -6.09% 1,226,765,271.97 Net cash flow arising from operating activities (RMB) 1,655,180,976.87 1,502,746,598.47 10.14% 2,012,653,189.74 Basic earnings per share (RMB/Share) (Note 1) 3.12 3.27 -4.59% 2.96 Diluted earnings per share (RMB/Share) 3.12 3.27 -4.59% 2.96 Weighted average ROE (Note 1) 9.29% 10.49% 1.20 percentage points down 10.31% Year-end of 2021 Year-end of 2020 Changes at end of the current year compared with the end of previous year (+,-) Year-end of 2019 Total assets (RMB) 42,783,682,431.81 39,594,533,471.65 8.05% 34,028,843,214.20 Net assets attributable to shareholder of listed company (RMB) 14,924,938,052.50 13,948,322,652.33 7.00% 12,911,140,435.88 Note 1: Net profit attributable to shareholders of the listed Company has 4.67% declined from a year earlier, basic EPS drop 4.59% correspondingly, weighted average ROE decreased by 1.20 percentage points, mainly because according to the results of impairment tests on goodwill and intangible assets for the year, follow the principle of prudence, the goodwill and intangible assets (brand rights and sales network) from subordinate subsidiary-Shanghai Dingqun Enterprise Management Consulting Co., Ltd (and the Sinopharm Holding Tianhe Pharmaceutical Co., Ltd) are being accrued by the Company, found more in Notice on Assets Impairment Provision by China National Accord Medicines Corporation Ltd. (Notice No.: 2022-03). Meanwhile, there are 1155 new director-operated stores opened in 2021 in the retail sector, with the large initial investment and non benefits generated temporary and multiple influences as industry policies and epidemic, theprofit space shrinks. The lower one ofnet profit before and after deducting the extraordinary gains/losses in the last three fiscal years is negative, and the auditreportoflast year shows thatthe ability to continue operating is uncertain □Yes √No The lower one ofnet profit before and after deducting the extraordinary gains/losses is negative □Yes √No VII. Difference of the accounting data under accounting rules inand out of China 1. Difference of the net profit and net assets disclosed in financial report, under both IAS (International Accounting Standards) and Chinese GAAP (Generally Accepted Accounting Principles) □ Applicable √ Notapplicable The Company had no difference of the net profit or net assets disclosed in financial report, under either IAS (International Accounting Standards)or Chinese GAAP (Generally Accepted Accounting Principles) in theperiod. 2. Difference of the net profit and net assets disclosed in financial report, under both foreign accounting rules and Chinese GAAP (Generally Accepted Accounting Principles) □ Applicable √ Notapplicable The Company had no difference of the net profit or net assets disclosed in financial report, under either foreign accounting rules or Chinese GAAP (Generally Accepted AccountingPrinciples) in the period. VIII. Quarterly mainfinancial index In RMB First quarter Second quarter Third quarter Fourth quarter Operating revenue 16,049,966,325.75 17,113,125,561.64 17,046,925,131.18 18,147,792,553.42 Net profit attributable to shareholders of the listed company 328,800,560.24 412,644,453.01 332,710,261.54 262,272,477.43 Net profit attributable to shareholders of the listed company after deducting non-recurring gains and losses 321,593,612.98 399,360,795.24 323,929,049.31 241,422,517.75 Net cash flow arising from operating activities -306,748,999.24 1,536,122,282.81 190,693,254.22 235,114,439.08 Whether there are significant differences between the above-mentioned financial index or its total number and the relevant financial index disclosed in the company’s quarterly reportand semi-annualreport □ Yes √ No IX. Items andamounts of extraordinary profit (gains)/loss √Applicable □Notapplicable In RMB Item 2021 2020 2019 Note Gains/losses from the disposal of non-current asset (including the write-off that accrued for impairment of assets) 2,819,900.34 5,969,522.10 2,340,925.97 The gains on disposal of right-to-use asses arising from off-lease in the period Governmental subsidy reckoned into current gains/losses (while closely related with the 75,900,940.54 65,568,137.35 49,299,242.48 Mainly for receiving of all kinds of special subsidies normal business of the Company, the government subsidy that accord with the provision of national policies and are continuously enjoyed in line with a certain standard quota or quantity are excluded) etc. in the period Investment costs while acquiring subsidiaries, joint ventures and associated enterprise, less than fair value of the identifiable net assets from invested enterprise which should be enjoined 219,279.00 70.96 14.65 Negative goodwill from subsidiary acquisition. Current net gain/losses of the subsidiary merger under the same control from beginning of the period to combination date -4,059,241.89 Switch back of provision for depreciation of account receivable that individually tested for impairment 1,491,750.76 578,362.65 1,310,345.38 Gains and losses from external entrusted loans 3,460,037.16 Consigning fee received for consigned operation 961,488.75 Other non-operating income and expenditure except for the aforementioned items 20,642,938.09 -11,819,894.60 17,179,002.78 The non-operating income arising from the written off amount that does not need to be paid during the period Other gains/losses satisfy a definition of extraordinary gains/losses 3,891,236.81 3,835,445.51 508,168.93 Less: Impact on income tax 24,001,469.59 16,223,813.42 17,317,723.70 Impact on minority shareholders’ equity (post-tax) 30,842,799.01 16,628,761.57 11,554,752.41 Total 50,121,776.94 32,240,557.73 41,166,019.35 -- Details of othergains/losses satisfy a definition ofextraordinarygains/losses : □Applicable √Notapplicable There are no other gains/losses items thatsatisfy thedefinitionof extraordinary gains/losses in theCompany. Explain the items defined as extraordinary profit (gain)/loss according to the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public ---Extraordinary Profit/loss □Applicable √Notapplicable There are no items defined as extraordinary profit (gain)/loss according to the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public ---Extraordinary Profit/loss Section III Management Discussion andAnalysis I. Industry the Company operates during the reportingperiod The Company shallcomply with the relevant disclosure requirement for retailing industries of Shenzhen Stock Exchange Self- Regulatory Guidelines for Listed Companies No.3 -Disclosure of Industry Information (1) Macro environment of the industry 2021 is the first year of China’s 14th Five-Year Plan, macro environment continues to changes.Under the epidemic background, China’s economy continues to recover with steady growth in GDP and high-quality in development; with frequently introduction of the medical reform policy, the country’s implementation of Healthy China Strategy has promoted the balanced distribution of high-quality medical resources; The aggravating trend of aging population and universal three-child policy made the market demand of health industry, sanatoria service industry combining medical care & health care and pediatric drugs getting higher. With the release of Outline Development Plan for the Guangdong-Hong Kong-Macao Greater Bay Area and introduction of several polices, the construction of Greater Bay Area in terms of health care earns a new profit. (2) Basic information, development stages andperiodicfeatures ofthe industry In 2021, the pharmaceutical industry embrace greater challenges and opportunities due to the continues soaring of pharmaceutical market, sustainable deepening of medical insurance, hospital and drug industry co-reformation andintensive introduction ofmedical industry. 1. Development of pharmaceutical terminal market In 2021, terminal market of the pharmaceutical starting warming up. However, affected by the numerous spread of epidemic and acceleration of the centralized procurement, development of pharmaceutical terminal market continuesto be under pressure. According to the statistics of the PDB (data released by PHIIC) domestic sample hospitals market, the market size of sample hospitals in the first three quarters of 2021 rebounded by 10.24% compared to the same period of 2020. However, due to the lower base number in 2020 and affected by factors as epidemic and centralized procurement, the growth of hospital market month-on-month continues to slow down. The third quarter of 2021 only has 1.86% up from the second quarter, the sales from hospital market in the whole year of 2021have a certain gap with that of 2019. According to the drug retails from China Monitor Health(CMH), sales volume of the retail pharmacies increased by 3.0% nationwide in the first three quarters of 2021. In the second half of the year, under the influence of recurrence of epidemic in local areas of the country, the epidemic prevention & control measures of retail pharmacies in some areas are becoming stricter. Ban on the sale of epidemic drugs and affected by the centralized procurement of medical institutions, some patients returned to the hospitals and primary medical institutions, the customer flow from retail pharmacies has been challenged with just 0.3% up month-to-month in the third quarter. 2. Pharmaceutical industry policesand influences The medical industry polices intensively introduced, and co-reformation of medical insurance, hospital and drug industry are continued deepening in 2021. In terms of medicine, mainly involves the policies as drug registration & approval, bulk drugs, drug patent, drug vigilance, TCM and formula granule development; In terms of medical insurance, policies as volume-based procurement, adjustment & negotiation of medical insurance catalogue, medical insurance “dual channel”, DRG/DIP payment and medical insurance for urban & rural residents are included; and in terms of medical treatment, mainly includes long-term prescriptions, reforms at public hospitals, hierarchical medical, reformation of medical health care services and experience of Sanming’s medical reformation in promoting. (1) Normalization & institutionalization of volume-based procurement and gradual expansion of coverage have a great impact onpharmaceutical industry Six batches of centralized procurement for drugs are organized by the state, 234 kinds of drugs procured in total, and the market amount accounts for around 30% of the chemical and biological drugs procured by public medical institutions. Special procurement of insulin was carried out in 2021, expanding the centralized procurement from chemical drugs to biological drugs for the first time. Centralized procurement of high-value medical consumables are focus on cardiology and orthopedics, the two most concerned areas to the general public. The concentrated purchase of heart stent has been running for a year smoothly, and 1.69 million selected stents being used, nearly 1.6 times of the annual agreed procurement quantity. In 2021, the concentrated purchase of joint prosthesis are organized by the state against orthopedic consumables which is more complicate to further expand the coverage of reforms. Impact of volume-based procurement on pharmaceutical business: squeezed sales revenue and gross margin have a great impact on the revenue growth and profit space of the commercial enterprises; soaring distribution costs, higher demanding of delivery frequency for centralized procurement varieties, especially the primary care institutions newly operates, the single purchasing quantity is small and frequency of delivery is high, which increases the distribution costs significantly; the distance had been enlarged between medical commercial enterprises, and the increment of centralized procurement varieties brings challenges and opportunities to the commercial enterprises: due to the factors as scaling, collectivization, informatizaion and capital chain, the puny commercial enterprises have beenunable to sustain and undertake the burden of volume-based procurement; Instead, the large pharmaceutical commercial enterprises owns numerous variety of reserves, abundance in capital, fast delivery capability and wide range of hospital accounts, which provides convenient conditions for enterprises. Although the overall gross profit from distribution decreased, the industry status will be further consolidated as part of the costs digested by size effect of volume-based procurement. Impact of volume-based procurement on pharmacy retail:Wining varieties are selected by cutting prices, and the prices hang upside down among varieties operated in drug store, facing pressure to reduce the prices. even though participate in centralized procurement and solve the channel problems, we still facing price pressure; monomer pharmacies have lost the competitive advantages under the trend of centralized procurement when the speed of mergers & acquisition accelerated, the rate of chain for drug stores improve one more step as the acceleration of pharmacy mergers & acquisition; speeding up the online layout and reducingthe drugprices, the drugstore gradually develops online businessas the operation costs goes up. (2) Promoting establishment of hierarchic care and medical partnerships, the grassroots market is gradually being opened up On November 4, 2021, the National Health Commission printed and issued the 1,000 Counties Projects - Work Plan of the Comprehensive Capacity Improvement for County-level Hospitals (2021-2025) , to meet the needs of peoples in county ares for medical services as the starting point, consolidated and expended the effective connection between the achievements in poverty alleviation and rural revitalization, speeding up and improve the hierarchic care system, promoting the county-level hospitals to a high-quality development stage. And strive for 5 years of hard working, 1000 county-level hospitals at least across the country have reached the medical service standard of third-class hospitals, laying a solid foundation for achieving the solution of general diseases in cities andcounties. On 22 November 2021, the general office of National Health Commission printed and issued the Notice on Promotion of Sanming’s Experience in Hierarchic Medical and Establishment of Medical Partnership, it is proposed to build a hierarchic medical pattern with primary diagnosis construction, two-way referral and upper & lower linkage, focus on promoting high-quality development of public hospitals, and advancing 8 key tasks of hierarchic medical and constructionof medical partnership. The hierarchic medical and construction of medical partnership will force the hospital joint procurement and medical insurance -priced to the ground. Firstly, unify the catalog. The minimum threshold for drugs in catalog will be price; expending the promotion areas, once in the procurement catalog, it means the products have access to multiple hospitals within the medical partnership, the huge-crowd strategy in the past that running to the hospital for drugs is expected to reduce costs. Secondly, unify the distribution. The initiative of medical institutions to upstream distribution business and pharmaceutical enterprises has been improved greatly, whether second bargaining or distribution, payment collection, the trend of medical institution suppress upper-andmidstream industry & commerce is harder to reverse. Finally, volume-based procurement. Quantity and pricing connected and reducing price by quantity, on the basis of centralized procurement, every single medical partnership further bargaining onvolume-based pricingwith a second bargaining resulted. (3) The “dual channel” help the implementation of medicines with negotiated prices and beneficial to the retail business development The dual channel policy accelerated the prescription circulation and separation of dispensing from prescription (SDP), some of the function of original in-hospital management of drugs are transferring to the outside of the hospital, to ensure equal rules of payment by medical insurance for compliant institutions both in and out of the hospital; relevant national meeting also indicated that the supervision for medical insurance fund will be strengthened by enhancing the prescription circulation center as the core. In the future, under the background （未完）  |