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