[年报]健康元(600380):健康元药业集团股份有限公司2022年年度报告（英文版）
原标题:健康元:健康元药业集团股份有限公司2022年年度报告（英文版） I. The Board of Directors (the “Board”), the Board of Supervisors and directors, supervisors and senior management of the Company hereby warrant the truthfulness, accuracy and completeness of the contents of this annual report (the “Report”), and that there are no false representations, misleading statements or material omissions contained in the Report, and severally and jointly accept legal responsibility. II. All directors of the Company attended the Board meeting. III. Grant Thornton (Special General Partnership) issued a standard unqualified audit report for the Company. IV. Mr. Zhu Baoguo (朱保国), the person-in-charge of the Company, and Mr. Qiu Qingfeng (邱庆丰), the person-in-charge of accounting work and the person-in-charge of the accounting department (the head of the accounting department) declare that they hereby warrant the truthfulness, accuracy and completeness of the financial statements contained in the Report. V. Profit distribution plan or plan for conversion of capital reserve to share capital approved by the Board resolution during the Reporting Period Based on the audit conducted by Grant Thornton (Special General Partnership), in 2022, the Parent Company generated net profit of RMB849,731,957.95, 10% of which was contributed to the statutory surplus reserve, namely RMB84,973,195.80, the remainder of which, together with undistributed profits for the last year of RMB1,400,174,178.18 and gain on disposal of other equity investments of RMB80,749,859.60, subtracting cash dividends for the last year of RMB277,557,631.65, is the profits available for distribution to shareholders for the year of RMB1,968,125,168.28. The Company plans to distribute cash dividends for the fiscal year 2022, based on the total number of shares for dividend distribution, which is defined by the total shares of Company, minus the shares in the Share Repurchase Account, on the equity registration date designated by the annual profit distribution plan. The Company plans to distribute cash dividend of RMB1.80 (tax inclusive) for every 10 shares of to all shareholders of the Company, and the remaining undistributed profits will be carried forward to the following year. VI. Risk declaration for the forward-looking statements √Applicable □N/A The Report contains forward-looking statements which involve the future plans, development strategies, etc. of the Company, yet do not constitute substantive undertakings of the Company to investors. Investors should exercise caution prior to making investment decisions. VII. Whether there is non-operating use of funds by the controlling shareholder and their related parties No VIII. Whether there is a violation of the prescribed decision-making procedures to provide No IX. Whether more than half of directors cannot warrant the truthfulness, accuracy and completeness of the Report disclosed by the Company No X. Significant risk warnings There is no exceptionally significant risk that will have a material impact on the production and operation of the Company during the Reporting Period. In this Report, the Company has elaborated on the risks and countermeasures that the Company may face in the course of production and operation, including industry policy risk, market risk, risk of safety and environmental protection, risk in price and supply of raw materials and R&D risk. For more information, please refer to “Potential risks” part in Chapter 3 Management Discussion and Analysis. XI. Others □Applicable √N/A Table of Contents Important Notice ......................................................................................................................... 2 Chairman's Statement ................................................................................................................. 5 Financial Highlights ................................................................................................................. 10 Chapter 1 Definitions ............................................................................................................... 12 Chapter 2 Company Profile and Major Financial Indicators .................................................... 14 Chapter 3 Management Discussion and Analysis .................................................................... 19 Chapter 4 Corporate Governance ............................................................................................. 78 Chapter 5 Environmental and Social Responsibility ................................................................ 99 Chapter 6 Major Events ......................................................................................................... 123 Chapter 7 Changes in Equity and Shareholders ..................................................................... 141 Chapter 8 Information on Preferred Shares ............................................................................ 148 Chapter 9 Information on Bonds ............................................................................................ 149 Chapter 10 Financial Statements ............................................................................................ 150
Chairman's Statement Dear shareholders, 2022 was a year of both carrying forward and breaking new ground for the implementation of the “14th Five-Year” Plan and a crucial year for deeply promoting the “Healthy China’ initiative, and deepening the reform of the medical and healthcare systems. During this year, the pharmaceutical industry underwent significant structural adjustments and steadily entered the “new normal” of transformation and upgrading with more opportunities than challenges. Under the guidance of the national “14th Five-Year” Plan, a number of major policies and guidelines related to the pharmaceutical industry have been released and the theme of high-quality development has become the focus of the new era. 2022 was the 30th anniversary of the establishment of Joincare. During the 30 years with significant changes in the industry, the Group adhered to the mission of “For the health, For the future” and the vision to “Diligently make high-quality and innovative drugs”, focused on the high-quality development of the principal pharmaceutical business, maintained its strategic focuses, and tactically demonstrated its resilience and potential. Based on the development blueprint outlined in the Report to the 20th National Congress of the CPC, the Group achieved effective qualitative improvement and reasonable quantitative growth in expediting product innovation, achieving technical breakthroughs, expanding industrial chains, enhancing the comprehensive competitiveness, and accelerating the pace of internationalization. With the fortitudinous and steadfast efforts of all staff, the Group recorded sustained and steady performance growth and successfully achieved its annual business goals. In 2022, the Group realized total revenues of RMB17,143 million, representing a year-on-year increase of approximately 7.79%; realized a net profit attributable to shareholders of listed companies of RMB1,503 million, representing a year-on-year increase of approximately 13.10%; and realized a net profit attributable to shareholders of listed companies after deduction of the extraordinary gains and losses of RMB1,419 million, representing a year-on-year increase of approximately RMB194 million or 15.84%. We maintained steady performance growth and strived to create higher returns for our shareholders. Based on the operating results and overall financial position of the Group in 2022, the Board of Directors proposed that we continue to adopt a stable profit distribution scheme in 2022. Specifically, a cash dividend of RMB1.80 (tax inclusive) for every 10 shares will be distributed to all shareholders of the Company, based on the total number of shares (excluding the number of shares repurchased but not cancelled by the Company) on the equity registration date designated by the annual profit distribution plan for 2022. No bonus shares will be distributed and no conversion of capital reserve into share capital will be carried out. The profit distribution scheme for 2022 is yet to be reviewed and approved at the Company’s 2022 Annual General Meeting. In 2022, the Group deeply implemented the dual-drive strategy of developing platforms of both innovative medicines and high-barrier complex formulations, focused on unmet clinical needs and constantly created and developed new drivers and new advantages. In terms of differentiated innovation R&D strategies. It combined “long-term” and “short-term” plans on strategic plannings and pipeline deployments and concentrated on the construction of R&D systems covering the full lifecycle of drugs development and production. We continued to increase our R&D expenditures and boosted efforts in the construction of innovative R&D technology platforms for high-barrier complex formulations, including inhalation formulation, antibody, and sustained-release microspheres for injections. We have achieved remarkable results. In 2022, the R&D of many innovative medicine products and high-barrier complex formulations in the Group’s pipeline made significant progress with 6 products approved for launching, 5 products applied for production and 5 products approved for clinical trials. The birth of each new drug or the initiation of each new therapy represents a process of perception to diseases. In October 2022, Tobramycin Inhalation Solution (妥布霉素吸入溶液), a blockbuster product of the Group, was approved for launching. It is the first inhalation drug for bronchiectasis in the world as well as the first nebulizer inhalation antibiotic launched in China, marking that the situation of “no drugs available” faced by bronchiectasis patients in China will be significantly relieved. Meanwhile, it further validates our strategic correctness and the market leader advantages in the inhalation formulation products market. While adhering to strengthening independent innovation, the Group also pays close attention to domestic and overseas cutting-edge technologies and opportunities. In 2022, Joincare and its subsidiary, Livzon Group, jointly established an industrial investment entity and contributed a total of RMB1 billion to strategically invest in high-quality healthcare industry projects, demonstrating the strength and determination of the Group in boosting industrial innovation through “bringing in investments”, establishing diversified platforms for incubating and introducing R&D and innovation projects, rapidly diversifying core pipeline products of the Company and further bolstering the sustained profitability of the Group. In terms of business scope innovation, we continued to use our existing strength as a “springboard” for new businesses, expanding our business territory at a steady pace. In 2022, the Recombinant SARS-CoV-2 Fusion Protein (CHO Cell) Vaccine “Likang V-01”, jointly developed by the Institute of Biophysics of the Chinese Academy of Sciences and Joincare, was successfully developed and approved to be included for heterologous booster vaccination. Our success in R&D of Likang V-01 relies on our ability of R&D transform R&D achievements in the whole chain from clinical research and production to approval, marketing and terminal promotion; and the launch of Likang V01 represents significant breakthroughs in both the construction of the recombinant protein vaccine platform and the commercialization capability in vaccine market niche. In the end of 2022, we adopted new measures in the expansion of the business scope. Relying on the strategic advantages in “APIs-formulations vertical integration” and the leading position in core pet drugs’ APIs of the two listed companies, Joincare and Livzon Group, we integrated our advantageous resources in the R&D, production, brand promotion, online and offline marketing through all channels in the pet drugs sector, coordinated the operation of animal health care products and further boosted the layout on animal health care formulations. In terms of business model innovation, in 2022, the Group continued to strengthen and upgrade the “patient-centered” digital marketing ecosystem, adopted new digital marketing models for respiratory drugs, namely “to empower all links including education, screening, diagnosis, treatment, and medication monitoring, form a closed-loop consisting of doctors, hospitals, patients and pharmaceutical companies, and explore the external huge market of chronic disease management with owned traffic, so as to realize real-time interaction between consumers and brands” to expand to gastroenterological, psychiatric and other advantageous sectors of the Group. In 2022, healthcare products & OTC segment of the Group successfully promoted the iteration and upgrading of “Taita” (太太) and other core classical brands through omni-channel strategy. On one hand, it continuously promoted the reform of the offline team structure, upgraded the distribution channel, integrated the key chain stores and empowered the Company with resources; on the other hand, it continued to improve online self-operated channels such as platforms of Tmall, Jingdong (JD), Douyin e-commerce and WeChat Mall, Leveraging on online quality content platforms, it conveyed the scientifically based healthcare concept, accurately reached target users and empowered the revitalization of time-honored brands. We always adhered to the strategy on the coordinated development of industry and capital operation. With our top-notch intuition, courage and industry standard, while leveraging on the opportunities in the capital market, Joincare has maintained the fast-moving edge in the integration of industry and capital market for three decades. In September 2022, the Global Depository Receipts (GDRs) of Joincare were successfully listed on the SIX Stock Exchange, making us the first domestic bio-pharmaceutical enterprise with GDRs issued and successfully listed in Switzerland. As a result, the two listed companies under the Group jointly set a precedent for being listed on, in total, four exchanges in China, Hong Kong and Switzerland. The Group has been paying close attention to policies and opportunities for the innovative development of the capital market and actively serving the strategic development and business layout of enterprises through the capital market. The successful issuance of GDRs in Switzerland represents a key milestone in the internationalization strategy of Joincare, facilitates the Group’s internalization strategy in expanding businesses overseas, and allows the Company to develop an international horizon, pattern and operating logic to improve international recognition, so as to enhance the overall profitability and comprehensive competitiveness of the Company. We always actively undertake social responsibilities and integrate the ESG concept into all links of the strategy and operation of the Group with practical actions. We proactively focus on the internal regulatory environment and external policy guidance and practice the CSR strategy and social welfare initiatives adapted to our current business situation in combination with China’s 14th Five-Year Plan and the local government’s development plan. As a leader in domestic market niche of inhalation formulations, we shoulder the undertakings of pharmaceutical enterprises to serve the country and people. Following the listing of three inhalation ? formulation products in the fifth-round national volume-based procurement, including雾舒 , 舒? ? ? 坦琳 ,丽雾安 and特瑞通 , a new product, successfully won the bidding in the seventh round of national volume-based procurement in July 2022. We have been implementing the concept of inclusive health through academic works, public welfare actions and the promotion of scientific popularization to increasingly enhance the awareness on the diagnosis, treatment and management of chronic diseases and improve the accessibility of drugs. As of the end of 2022, “Respiratory Experts' Views” (呼吸专家说), a public welfare patient education platform in the domestic respiratory diseases sector under the Group, which is the first of its kind in the industry, had joined hands with thousands of doctors in popularizing the scientific concept on the prevention of chronic respiratory diseases among millions of followers. It focused on Chronic obstructive pulmonary disease (COPD), bronchiectasis and other respiratory diseases with high morbidity but low awareness and rate of standardized treatment, supporting the “Healthy China 2030” with practical actions. In 2022, the segment of inhalation formulations of Joincare realized revenues of RMB1.174 billion, representing a year-on-year increase of 103.37%. Such figures mean that an increasing number of Chinese people obtain high-quality domestic new drugs at a more affordable price. In 2022, the Recombinant SARS-CoV-2 Fusion Protein (CHO Cell) Vaccine “Likang V-01” under the Group was included into the preferred combinations under the Implementation Plan for Vaccination of Second Booster Dose of COVID-19 Vaccines. During the fight against the COVID-19 pandemic, the Group contributed the strength of pharmaceutical enterprises in building immunologic barriers for people with underlying diseases, the elderly, people exposed to high risks and other key groups through vaccines with excellent protection and high safety. In addition, the Tocilizumab Solution for Injection (Atvtia) (托珠单抗注射液(安维泰)) was approved for market launch in January 2023 and listed in the Diagnosis and Treatment Protocol for COVID-19 (Trial Version 10) and the Diagnosis and Treatment Protocol for Severe COVID-19 Cases (Trial Version 4), effectively relieving the shortage of drugs for severe COVID-19 patients. The Group has actively responded to national policies and calls for years. In combination with its own industrial advantages, the Group jointly launched the “Access to Public Welfare for Chronic Diseases Prevention and Treatment (普惠慢病防治公益项目)”program, which currently covers 8 provinces and 1 autonomous region. It brought drugs and other materials for patients with chronic diseases in remote areas, alleviated their medical burdens and further improved the accessibility of drugs. In 2022, the Group’s public welfare donations amounted to approximately RMB12.117 million. 2023 is the first year for implementing the spirit of the 20th National Congress of the CPC. Based on the new situation and new stage of the pharmaceutical industry, the Group will anchor in high-quality development, conduct in-depth layout with the focus on the two strategic orientations of innovation and internationalization, and review current opportunities and challenges while continuing to balance aspiration with practicality. Firstly, we will stick to and speed up in R&D innovation and continuously launch products with high quality and accurate efficacy. Secondly, we will boost technological and management innovation and vigorously advance the progress of internationalization. Thirdly, we will bravely try new technologies and models, and implement the digital and intelligent transformation in all links of industrial chains from R&D, production and sales to management, so as to improve the operational efficiency and adapt to the new trends of the pharmaceutical industry and market. The Group will continue to deeply penetrate into the markets of innovative drugs and high-barrier complex formulations, keep an acute insight on market changes, break conventional thinking and path dependence, continuously consolidate the industrial position of the Group in all segments and speed up in promoting the high-quality development of industries. In 1992, Joincare embarked on its journey with a strong sense of purpose and determination. Over the past three decades, it has overcome many challenges and navigated through significant changes in the industry. This top integrated pharmaceutical enterprise with revenues of RMB17.1 billion, was not a surf boat but became an aircraft carrier in the domestic field of innovation. It will not only ride through the ups and downs of the industry firmly and confidently, but also attract, match and carry more and more like-minded partners to sail, at full speed, towards the new era for the pharmaceutical industry with a bright future. On behalf of the Board of the Company, I would like to take this opportunity to express my sincere gratitude to all Shareholders, all staff of the Group and business partners for their long-lasting care, companion and support. Chairman: Zhu Baoguo 7 April 2023 Financial Highlights Financial Highlights Chapter 1 Definitions I. Definitions In this Report, unless the context otherwise requires, the following expressions shall have the following meanings:
Chapter 2 Company Profile and Major Financial Indicators I. Company profile
II. Contact persons and contact information
III. Introduction of the Company's basic information
IV. Information disclosure and place for inspection
V. Company stock profile
VI. Other relevant information
and Listing of Securities”, for offering of new stocks or convertible corporate bonds by a company listed on the main board, the period of continuous supervision and guidance shall be the remaining time of the current year of the listing of securities and the following one full accounting year. As the Company issued shares to the public by allotment on 24 October 2018, the period of continuous supervision should start from the completion of this issuance and end on 31 December 2019. Furthermore, according to “Article 13 of the Guidelines of Shanghai Stock Exchange for Self-Regulation Rules for Listed Companies No. 11 - Continuous Supervision”, the sponsor shall continue to perform the obligations of continuous supervision if the funds raised have not been fully utilized upon the expiration of the continuous supervision period. During the Reporting Period, funds raised in this issuance have not yet been fully utilized, so the sponsor, Minsheng Securities, shall continue to perform its continuous supervision obligations in respect of the deposit and utilization of the funds raised. VII. Major accounting data and financial indicators in the last three years (1) Major accounting data Unit: Yuan Currency: RMB
(2) Major financial indicators
Statement on major accounting data and ?nancial indicators within three years before the End of the Reporting Period √Applicable □N/A The net cash flow from operating activities was RMB3,978 million, representing a year-on-year increase of 55.19%, mainly due to the combined effect of an increase in sales receipts and a decrease in payment of marketing expenses during the Reporting Period. VIII. Differences in accounting data under domestic and foreign accounting standards (1) Differences in net profit and net assets attributable to shareholders of the listed company disclosed in the financial statements according to international accounting standards (IFRS) and Chinese accounting standards (Chinese GAAP) □ Applicable √ N/A (2) Differences in net profit and net assets attributable to shareholders of the listed company disclosed in the financial statements according to foreign accounting standards and Chinese accounting standards □ Applicable √ N/A (3) Explanations on differences under domestic and foreign accounting standards: □ Applicable √ N/A
Statement on differences between quarterly data and the data disclosed in previous periodic reports □Applicable √N/A X. Items and amounts of extraordinary gains and losses √Applicable □N/A
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