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一致B:2015年年度报告(英文版) 下载公告
公告日期:2016-03-26
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
                                                 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.
                                                                              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
                                                            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.
                                                                  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                     INVESTOR@SZACCORD.COM.CN
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
                                        0028@SZACCORD.COM.CN;
E-mail
                                        GYYZ0028@SINOPHARM.COM
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.
                                                                      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
                                                                                 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)
                                                                    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 of the listed
                                       192,315,542.07      181,343,611.72        183,019,662.66        158,533,865.09
company after deducting non-
recurring gains and losses
Net cash flow arising from
                                       182,179,606.70      266,059,972.13        -40,080,428.91        639,819,953.06
operating activities
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 report and semi-annual report
□Yes √ No
IX. Items and amounts of extraordinary profit (gains)/loss
√Applicable □ Not applicable
                                                                                                                    In RMB
                  Item                           2015               2014               2013                Note
                                                                                                   Mainly for the
                                                                                                   acquisition
                                                                                                   compensation
Gains/losses from the disposal of non-                                                             income of the
current asset (including the write-off         5,863,107.27       2,262,989.96        3,029,150.67 subsidiary
that accrued for impairment of assets)                                                             Sinopharm Liuzhou
                                                                                                   disposal of
                                                                                                   investment real
                                                                                                   estate.
Governmental subsidy reckoned into                                                                 Mainly for
                                              34,025,749.62      31,534,869.05       23,465,438.42
current gains/losses (not including the                                                            receiving of all
                                                                    国药集团一致药业股份有限公司 2015 年年度报告全文
subsidy enjoyed in quota or ration                                                                kinds of special
according to national standards, which                                                            subsidies and fiscal
are closely relevant to enterprise’s                                                             interest discount in
business)                                                                                         the period.
                                                                                                  Mainly for in the
                                                                                                  period the recovery
Switch back of provision for                                                                      separate provision
depreciation of account receivable             7,421,904.86       3,518,118.71       1,672,973.37 of Tibet Naqu
which was singly taken depreciation test                                                          Company accounts
                                                                                                  receivable bad debt
                                                                                                  of last year
                                                                                                  Mainly for
                                                                                                  Sinopharm Holding
                                                                                                  and China National
Consigning fee received for consigned
                                                 750,000.00         750,000.00         333,333.33 Pharmaceutical
operation
                                                                                                  Foreign Trade
                                                                                                  Company to provide
                                                                                                  hosting services.
                                                                                                  Mainly because the
                                                                                                  subsidiary
                                                                                                  Sinopharm Liuzhou
Other non-operating income and                                                                    obtained the
expenditure except for the                    19,155,803.67      16,116,561.38      -9,876,088.28 relocation award
aforementioned items                                                                              and business
                                                                                                  placement
                                                                                                  compensation for
                                                                                                  the demolition
Less: Impact on income tax                    11,848,624.93    11,767,755.13         3,851,467.99
     Impact on minority shareholders’
                                               9,268,360.97     1,163,260.63      113,934.95
equity (post-tax)
Total                                         46,099,579.52    41,251,523.34   14,659,404.57          --
Concerning the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for
Companies Offering Their Securities to the Public --- Extraordinary Profit/loss, and the items defined as recurring
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, explain reasons
□ Applicable √ Not applicable
In reporting period, the Company has no particular about items 

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