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China National Accord Medicines Corporation Ltd 国药集团一致药业股份有限公司 2015 年年度报告全文 China National Accord Medicines Corporation Ltd. Annual Report 2015 March 2016 1 国药集团一致药业股份有限公司 2015 年年度报告全文 Section I. Important Notice, Contents and Paraphrase 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, accuracy and completion of the whole contents. Lin Zhaoxiong, Principal of the Company, Wei Pingxiao, person in charger of accounting works and Zhou Feifei, person in charge of accounting organ (accounting principal) hereby confirm that the Financial Report of 2015 Annual Report is authentic, accurate and complete. All directors are attended the Board Meeting for report deliberation. It is likely to existing risks in aspect of industrial competition, operation& management, market and national policy, and majority investors are advised to exercise caution of investment risks. The profit distribution plan that deliberated and approved by the Board is: based on total stock issued 362, 631, 943 shares, distributed 3.00 Yuan (tax included) bonus in cash for every 10-share hold by all shareholders, 0shares bonus issued (tax included) and no capitalizing of common reserves carried out. 2 国药集团一致药业股份有限公司 2015 年年度报告全文 Contents Section I Important Notice, Contents and Paraphrase ................................................................. 2 Section II Company Profile and Main Finnaical Indexes ............................................................. 5 Section III Summary of Company Business ................................................................................... 9 Section IV Discussion and Analysis by the Management Team ................................................. 13 Section V Important Events ........................................................................................................... 34 Section VI Changes in shares and particular about shareholders .............................................. 50 Section VII Preferred Stock……………………………………………………………..………..57 Section VIII Particulars about Directors, Supervisors,Senior Executives and Employees ...... 58 Section IX Corporate Governance ................................................................................................. 71 Section X Financial Report ............................................................................................................. 78 Section XI Documents available for reference ................................................................ ………194 3 国药集团一致药业股份有限公司 2015 年年度报告全文 Paraphrase Items Refers to Contents Listed Company, Company, the Company, Refers to China National Accord Medicines Corporation Ltd. Sinopharm Accord, the Group Sinopharm Group Co., Ltd.; Controlling shareholder of the Sinopharm Holding Refers to Company “Twelfth Five-Year” Refers to Year of 2011 to 2015 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 Refers to RMB, RMB 10 thousand, RMB 100 million Yuan Terminology: Direct selling Refers to A sales method of selling drug to the hospital directly GMP certificate Refers to Good Manufacture Practice of Drugs certificate GSP certificate Refers to Good Supply Practice certificate That is CMS, and information system processing workflow & Supply Chain Management Refers to procurement, inventory & sales documents Abbreviation Sinopharm Refers to China National Pharmaceutical Group Corporation Sinopharm (CNCM LTD) Refers to China National Medicines Corporation Ltd. Sinopharm Holding Guangzhou Refers to Sinopharm Holding Guangzhou Co., Ltd. Sinopharm Holding Guangxi Refers to Sinopharm Holding Guangxi Co., Ltd. Sinopharm Holding Liuzhou Refers to Sinopharm Holding Liuzhou Co., Ltd. Zhijun Pharmaceutical Refers to Shenzhen Zhijun Pharmaceutical Co., Ltd. China National Zhijun (Suzhou) Refers to China National Zhijun (Suzhou) Pharmaceutical Co., Ltd. Zhijun Pharmacy Trade Refers to Shenzhen Zhijun Pharmacy Trade Co., Ltd. China National Zhijun (Shenzhen) China National Zhijun (Shenzhen) Pingshan Pharmaceutical Refers to Pingshan Co., Ltd. Main Luck Pharmaceutical Refers to Shenzhen Main Luck Pharmaceuticals Inc. 4 国药集团一致药业股份有限公司 2015 年年度报告全文 Section II Company Profile and Main Finnaical 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 国药集团一致药业股份有限公司 Chinese) Short form of the Company 国药一致 (in Chinese) Foreign name of the CHINA NATIONAL ACCORD MEDICINES CORPORATION LTD. Company(if applicable) Short form of foreign name of the Company(if SINOPHARM ACCORD applicable) Legal representative Lin Zhaoxiong Accord Pharm. Bldg., No. 15, Ba Gua Si Road, Futian District, Shenzhen, Guangdong Registrations add. Province Code for registrations add 518029 Accord Pharm. Bldg., No. 15, Ba Gua Si Road, Futian District, Shenzhen, Guangdong Offices add. Province Codes for office add. 518029 Company’s Internet Web HTTP://WWW.SZACCORD.COM.CN Site E-mail [email protected] II. Person/Way to contact Secretary of the Board Rep. of security affairs Name Chen Changbing Accord Pharm. Bldg., No. 15, Ba Gua Contact add. Si Road, Futian District, Shenzhen, Guangdong Province Tel. +(86)755 25875195 Fax. +(86)755 25195435 [email protected]； E-mail [email protected] III. Information disclosure and preparation place Securities Times; China Securities Journal; Hong Kong Commercial Newspaper appointed for information disclosure Daily Website for annual report publish appointed by HTTP://WWW.SZSE.CN ； HTTP://WWW.CNINFO.COM.CN CSRC Preparation place for annual report Secretariat of the Board of Directors IV. Registration changes of the Company Organization code 19218626-7 Changes of main business since listing No change. (if applicable) Previous changes for controlling No change. 5 国药集团一致药业股份有限公司 2015 年年度报告全文 shareholders (if applicable) V. Other relevant information CPA engaged by the Company Name of CPA Pricewaterhouse Zhongtian Certified Public Accountants Co., Ltd. (LLP) 11/Floor,PWC Center, Building 2#, Corporate Avenue, No.202 Hubin Rd., Luwan Offices add. for CPA District, Shanghai, P.R.C Signing Accountants Chen Yuntao, Tang Pianpian Sponsor engaged by the Company for performing continuous supervision duties in reporting period √Applicable □Not applicable Name of sponsor Continuous supervision Name of the sponsor Offices add. for the sponsor representative period 27/F-28/F, Building 2, China International Capital International Trade Chen Jie, Zhang Lei 2014 -2016 Corporation Limited Mansion, No.1 Jianguomen Outer Street, Beijing Financial consultant engaged by the Company for performing continuous supervision duties in reporting period □ Applicable √ Not applicable VI. Main accounting data and financial indexes Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting error correction or not □ Yes √ No Changes over last 2015 2014 2013 year Operating income (RMB) 25,993,139,277.84 23,954,331,028.05 8.51% 21,199,466,399.21 Net profit attributable to shareholders of the listed 761,312,261.06 652,497,176.03 16.68% 520,488,198.80 company(RMB) Net profit attributable to shareholders of the listed company after deducting non- 715,212,681.54 611,245,652.69 17.01% 505,828,794.23 recurring gains and losses(RMB) Net cash flow arising from 1,047,979,102.98 -796,697,032.43 231.54% 465,028,099.83 operating activities(RMB) Basic earnings per share 2.10 1.90 10.53% 1.81 (RMB/Share) Diluted earnings per share 2.10 1.90 10.53% 1.81 (RMB/Share) Return on Equity 14.94% 16.41% -1.47% 26.00% Changes over end of End of 2015 End of 2014 End of 2013 last year Total assets (RMB) 13,218,349,735.31 12,828,941,540.90 3.04% 11,057,896,941.31 Net assets attributable to shareholder of listed company 5,453,393,694.55 4,764,607,822.09 14.46% 2,244,757,658.03 (RMB) 6 国药集团一致药业股份有限公司 2015 年年度报告全文 VII. Difference of the accounting data under accounting rules in and 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 √ Not applicable 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 the period. 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 √ Not applicable 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 Accounting Principles) in the period. VIII. Quarterly main financial index In RMB First quarter Second quarter Third quarter Fourth quarter Operating income 6,261,714,700.23 6,552,088,466.54 6,866,003,376.77 6,313,332,734.30 Net profit attributable to shareholders of the listed 197,026,237.82 190,293,014.51 186,753,078.44 187,239,930.29 company Net profit attributable to shareholders
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