Innovation for good health www.fosunpharma.com Annual Report 2012 ANNUAL REPORT 2012 Our Vision To become the first-tier enterprise in the global mainstream pharmaceutical and healthcare market. Our Mission Fosun Pharma will continue to strengthen its innovation capability, service quality and internationalization level through the investment, management and integration of excellent enterprises in the industry, so as to become the leading company for innovative healthy products and services. Contents 2 Corporate Information 3 Financial Highlights 4 Chairman’s Statement 8 Management Discussion and Analysis 28 Five-Year Statistics 29 Report of the Directors 40 Supervisory Committee Report 42 Corporate Governance Report 51 Biographical Details of Directors, Supervisors and Senior Management 59 Independent Auditor’s Report 61 Consolidated Income Statements 62 Consolidated Statements of Comprehensive Income 63 Consolidated Statements of Financial Position 65 Consolidated Statements of Changes in Equity 67 Consolidated Statements of Cash Flows 69 Statements of Financial Position 71 Notes to the Financial Statements 175 Definitions 02 Shanghai Fosun Pharmaceutical (Group) Co., Ltd. Corporate Information Directors Principal Place of Business in the PRC Executive Directors Fosun Commercial Building Mr. Chen Qiyu (陳啟宇) (Chairman) No. 2 Fuxing Road East Mr. Yao Fang (姚方) Huangpu District Shanghai, 200010, China Non-executive Directors Mr. Guo Guangchang (郭廣昌) Principal Place of Business in Hong Kong Mr. Wang Qunbin ( ) 汪群斌 Level 28, Three Pacific Place Mr. Zhang Guozheng ( ) 章國政 1 Queen’s Road East Independent Non-executive Directors Hong Kong Mr. Guan Yimin (管一民) Legal Advisers in Hong Kong Mr. Han Jiong (韓炯) Dr. Zhang Weijiong (張維炯) Morrison & Foerster Mr. Li Man-kiu Adrian David (李民橋) Legal Advisers in the PRC Supervisors Chen & Co. Law Firm Mr. Liu Hailiang (柳海良) (Chairman) Mr. Wang Pinliang (王品良) Auditors Mr. Cao Genxing (曹根興) Ernst & Young Joint Company Secretaries Compliance Adviser Dr. Qiao Zhicheng (喬志城) Haitong International Capital Limited Ms. Lo Yee Har Susan (盧綺霞) Principal Banks Authorized Representatives China Merchants Bank Shanghai Jiangwan Sub-branch Mr. Chen Qiyu (陳啟宇) Bank of Beijing Shanghai Branch Ms. Lo Yee Har Susan (盧綺霞) Bank of Communications Shanghai Zhabei Sub-branch Strategic Committee Stock Name Mr. Chen Qiyu (陳啟宇) (Chairman) Shanghai Fosun Pharmaceutical (Group) Co., Ltd. Mr. Guo Guangchang (郭廣昌) Stock Abbreviation Mr. Wang Qunbin (汪群斌) Dr. Zhang Weijiong (張維炯) FOSUN PHARMA Mr. Han Jiong (韓炯) Share Listing Audit Committee A Share: Shanghai Stock Exchange Stock Code: 600196 Mr. Guan Yimin (管一民) (Chairman) Mr. Han Jiong (韓炯) H Share: The Stock Exchange of Hong Kong Limited Mr. Zhang Guozheng (章國政) Stock Code: 02196 Nomination Committee A Share Registrar and Transfer Office in the PRC China Securities Depository & Clearing Corporation Limited Mr. Han Jiong (韓炯) (Chairman) (CSDCC) Shanghai Branch Mr. Guan Yimin (管一民) China Insurance Building Mr. Guo Guangchang (郭廣昌) 166 East Lujiazui Road Remuneration and Appraisal Committee Pudong District, Shanghai, China Dr. Zhang Weijiong (張維炯) (Chairman) H Share Registrar and Transfer Office in Hong Kong Mr. Guan Yimin (管一民) Tricor Investor Services Limited Mr. Wang Qunbin (汪群斌) 26/F Tesbury Centre Registered Office 28 Queen’s Road East Hong Kong 9th Floor, No. 510 Caoyang Road Putuo District Company’s Website Shanghai, 200063, China http://www.fosunpharma.com Annual Report 2012 03 Financial Highlights Unit: RMB million 2012 2011 Operating Results Revenue 7,278 6,433 Gross profit 3,151 2,441 Operating profit 594 345 Profit before tax 2,123 1,727 Profit for the year attributable to owners of the parent 1,564 1,166 Profitability Gross margin 43.3% 37.9% Operating profit margin 8.2% 5.4% Net profit margin 25.3% 21.5% Earnings per share (in RMB) Earnings per share — basic 0.80 0.61 Earnings per share — diluted 0.80 0.61 Assets Total assets 25,450 22,234 Equity attributable to owners of the parent 13,502 9,715 Total liabilities 10,202 10,920 Cash and cash equivalents 4,973 2,895 Debt-to-asset ratio 40.1% 49.1% Of which: Pharmaceutical manufacturing and R&D segment Revenue 4,633 3,831 Gross profit 2,437 1,816 Segment results 694 441 Segment profit for the year 829 645 04 Shanghai Fosun Pharmaceutical (Group) Co., Ltd. Chairman’s Statement Mr. Chen Qiyu Chairman Dear Shareholders, Although the growth of the global economy has slowed down and the overall macro environment was unfavorable in 2012, the healthcare industry of the PRC continued to witness rapid development as the domestic per capita disposable income has been rising continuously and the PRC government has continued to increase its spending on healthcare programs. China’s Twelfth Five-year Plan in relation to the healthcare industry encourages enterprises to upscale their operations by means of sustaining innovation and international expansion. The overall market environment of the PRC pharmaceutical industry has been improving driven by the government’s efforts to further standardize the quality of pharmaceutical products and healthcare services, control prices of pharmaceutical products and overhaul pharmaceutical distribution channels. In 2012, the principal businesses of the Group grew rapidly as it adhered to its business philosophy of “Innovation for Good Health”, focused on its core pharmaceutical businesses, continued to develop product innovation and improve management, and promoted the strategies of organic growth, external expansion and integrated development. Annual Report 2012 05 Chairman’s Statement 2012 REVIEW During the Reporting Period, revenue of the Group increased by 13.14% to RMB7,278 million from 2011; in 2012, profit before tax of the Group and profit for the year attributable to owners of the parent of the Group increased by 22.93% and 34.13%, respectively, to RMB2,123 million and RMB1,564 million from 2011, respectively. The Board has proposed a final dividend of RMB0.21 per ordinary share, inclusive of tax, for the year ended 31 December 2012. The Group has built up a relatively complete product portfolio in the five major therapeutic areas (being areas of cardiovascular system, metabolism and alimentary tract, central nervous system, blood system and anti-infection) which are areas with the greatest potential to grow in China’s pharmaceutical market. Each of the major pharmaceutical products of the Group has its own competitive advantages in their respective segments. According to the data from IMS for 2012, the Group was one of the leading enterprises in the pharmaceutical industry in the PRC, and five products of the Group were ranked as one of the Top 200 of the IMS list in terms of their sales volume. In 2012, 11 products of the Group each recorded revenue of over RMB100 million. The Group was one of the first enterprises in the pharmaceutical industry in the PRC to develop internationally, and its production capacity has met the international standards, with several production lines recognised by the SFDA, the European Directorate for Quality Medicines (EDQM), and the PreQualification Certification of World Health Organisation, and some of the formulations and APIs entered the international markets in a considerable scale. The Group has developed strong R&D capabilities and established an efficient R&D platform in areas of small molecular innovative drugs, monoclonal antibodies and generic drugs with high barriers-to-entry. Currently, there are over 100 pipeline projects, 13 projects under clinical trial application, 5 projects under clinical trial, and 16 projects awaiting official approval for sales. It is expected that these projects under development will provide a solid foundation for the Group to maintain a sustainable growth in the future. Whilst enhancing the competitiveness of its products, the Group also focuses on developing its marketing capabilities. With a marketing team consists of over 2,000 employees and a sales network covers most of the major domestic markets, the Group’s capabilities in sales and marketing have been improving. The Group has strategically invested in Sinopharm, the largest nation- wide enterprise in the pharmaceutical distribution and retail sector in the PRC. It would be easier for the Group’s products to enter local markets with the synergies with Sinopharm. The Group’s capabilities in investment, merger and acquisition and consolidation have been widely recognised in the pharmaceutical industry, providing a solid foundation for the Group to make a leap-forward development in the future. The H Shares of the Group were successfully listed on the Hong Kong Stock Exchange in 2012. As a result, the Group is listed both in the A share market and the H share market. The proceeds from the capital market had created favorable condition for the Group to rapidly expand its operation scale and enhance its competitive strengths through merger and acquisition activities. In order to maintain its rapid growth, the Group will follow the direction of China’s Twelfth Five-year Plan in relation to the pharmaceutical industry, take advantage of its competitive strengths and adhere to the strategies of organic growth, external expansion and integrated development. 06 Shanghai Fosun Pharmaceutical Group Co., Ltd. Chairman’s Statement OUTLOOK In 2013, the pharmaceutical industry in China will be presented with numerous opportunities. In terms of market demand, the increasing proportion of the aging population in the PRC, the increased spending on healthcare programs