Livzon Pharmaceutical Group Inc.
2012 Annual Report
March 2013
Full text of 2012 annual report of Livzon Pharmaceutical Group Inc.
Section I Importance Notice, Content and Definitions
The Board of Directors (BOD), Board of Supervisors (BOS), directors, supervisors and
senior executives hereby guarantee that the data in the present report contain no false
representation, misleading statements and serious omissions, and shall be severally and
jointly liable for the authenticity, accuracy and completeness of the content.
Mr. Zhu Baoguo, Chairman of the company, Mr. An Ning, the principal in charge of
accounting, and Ms. Si Yanxia, the principal of the Accounting Department hereby declare:
We guarantee the authenticity and completeness of the financial statements in this annual
report.
Except the following directors, other directors were personally present in the
meeting of Board of Director examining this annual report
Name of director absent from Position of director absent
Reason for absence Name of entrustee
the meeting from the meeting
Luo Xiaosong Independent director On business trip Yang Bin
The profit distribution plan examined and passed in this meeting of Board of Directors is as
follows: taking the total share capitals on December 31, 2012 as the base, the company will
distribute a cash bonus of RMB 5 Yuan (including the taxes) and 0 bonus shares (including
the taxes) to every 10 shares of all shareholders. The company will not transfer the capital
reserve to the share capital.
This annual report involves the forecasting description such as the future plans, and does
not constitute the actual commitments of the company to the investors. The investors
should pay attention to the investment risks.
This report is made both in Chinese and English; in case there is any contraction between
the Chinese and English versions, the Chinese version shall prevail.
Full text of 2012 annual report of Livzon Pharmaceutical Group Inc.
Content
Section I Important notice, content and definitions...............................................................1
Section II Company profile........................................................................................................... 4
Section III Financial Highlights.................................................................................................... 7
Section IV Report of Board of Directors................................................................................... 9
Section V Major events................................................................................................................ 24
Section VI Change of share capitals and particulars of shareholders...................... 32
Section VII Particulars of Directors, supervisors, senior executives and employees
............................................................................................................................................................ 37
Section VIII Company Governance...........................................................................................42
Section IX Internal Control......................................................................................................... 46
Section X Financial report.......................................................................................................... 48
Section XI Catalog of files for reference............................................................................... 134
Full text of 2012 annual report of Livzon Pharmaceutical Group Inc.
Definitions
Items to be defined Mean Definitions
China Securities Regulatory Commission Mean China Securities Regulatory Commission
Guangdong Regulatory Commission under China Securities
Guangdong Regulatory Commission Mean
Regulatory Commission
Shenzhen Stock Exchange Mean Shenzhen Stock Exchange
Company Law Mean Company Law of the People’s Republic of China
Securities Law Mean Securities Law of the People’s Republic of China
Listing Rules of Stock Mean Listing Rules of Shenzhen Stock Exchange (revised on 2012)
Articles of association Mean Articles of association of Livzon Pharmaceutical Group Inc.
Controlling shareholder, Joincare Mean Joincare Pharmaceutical Group Industry Co., Ltd
Tiancheng Industry Mean Tiancheng Industry Co., Ltd
Nanyue Group Mean Macau Nanyue (Group) Co., Ltd
Guangda Group Mean China Guangda (Group) Co., Ltd
Guangda Pharmaceutical Mean China Guangda Pharmaceutical Co., Ltd
Lishi Company Mean Zhuhai Lishi Investment Co., Ltd
Taitai Pharmaceutical Mean Shenzhen Taitai Pharmaceutical Co., Ltd
Begol Mean Guangzhou Begol Trading Corporation
Topsun Group Mean Xi’an Topsun Group Co., Ltd
The company, this company, and Livzon
Mean Livzon Pharmaceutical Group Inc.
Group
Livzon Pharmaceutical Factory Mean Livzon Pharmaceutical Factory under Livzon Group
Limin Pharmaceutical Co., Ltd Mean Limin Pharmaceutical Co., Ltd under Livzon Group
Syntpharm Co., Ltd Mean Livzon Syntpharm Co., Ltd in Zhuhai Bonded Area
Juchao website Mean Juchao Information Website（http://www.cninfo.com.cn/)
Report period Mean January 1, 2012 – December 31, 2012
RBM Yuan, RMB 1000 Yuan, RMB 10000 RBM Yuan, RMB 1000 Yuan, RMB 10000 Yuan and RMB 100
Mean
Yuan and RMB 100 million Yuan million Yuan
Full text of 2012 annual report of Livzon Pharmaceutical Group Inc.
Reminder about Important Risks
In the “Section IV Report of the Board of Directors” of this report, the
company has analyzed the risk factors the company is likely to face in
the future development process and developed the countermeasures, so
the investors should pay attention to them.
Full text of 2012 annual report of Livzon Pharmaceutical Group Inc.
Section II Brief Introduction of the Company
I. Information about the company
Stock abbreviation Livzon Group, Livzon B Stock code 000513, 200513
Stock exchange for listing
Shenzhen Stock Exchange
of the Company
Chinese name 丽珠医药集团股份有限公司
Chinese abbreviation 丽 珠 集 团
English name (if any) LIVZON PHARMACEUTICAL GROUP INC.
English abbreviation (if any) LIVZON GROUP
Legal representative Zhu Baoguo
Registered address No. 132, Guihua North Road, Gongbei, Zhuhai, Guangdong Province
Post code of registered 519020
address
Office address Livzon Building, No. 132, Guihua North Road, Gongbei, Zhuhai, Guangdong Province
Post code of office address 519020
Website http://www.livzon.com.cn
Email LIVZON_GROUP@livzon.com.cn
II. Contact persons and contact details
Representative of stock
Secretary of BOD
affairs
Name Li Rucai Wang Shuguang
Contact address Livzon Building, No. 132, Guihua North Livzon Building, No. 132, Guihua North
Road, Gongbei, Zhuhai, Guangdong Road, Gongbei, Zhuhai, Guangdong
Province Province
Telephone （0756)8135888 （0756)8135888
Fax （0756)8886002 （0756)8886002
Email lirucai2008@livzon.com.cn wangshuguang2008@livzon.com.cn
III. Information disclosure and location for filing the report
Securities Times, China Securities Journal and Hongkong Wen Hui Daily
Papers for information disclosure
(English version)
Full text of 2012 annual report of Livzon Pharmaceutical Group Inc.
Website appointed by China Securities http://www.cninfo.com.cn
Regulatory Commission for publishing the
semi-annual report
Location for filing the report Secretary’s Office of BOD of Livzon Group
IV. Registration change
Registration No.
of enterprise Organization
Registration date Registration place Tax registration No.
legal person agency code
business license
Zhuhai Administration
First registration January 26, 1985 of Industry and
Commerce
Registration at the Zhuhai Administration
end of report February 20, 2012 of Industry and 440401617488309 61748830-9
period Commerce
Changes of main business since the
The main business has not materially changed since the listing of company.
listing of company (if any)
1. In 1993, approved by Yue Zheng Jian Fa Zi［1993］No. 001 document
issued by Guangdong Securities Regulatory Commission, Shen Ren Yin Fu Zi
[1993］No. 239 document issued by Shenzhen Special Economic Zone branch
of the People’s Bank of China and Zheng Jian Fa Shen Zi [1993］No. 19
document issued by China Securities Regulatory Commission, the company
was listed in Shenzhen Stock Exchange. The total share capitals were 162.88
million shares. As the foreign-owned sponsor, Macau Nanyue (Group) Co., Ltd
(hereinafter called as “Nanyue Group”) held 15.2 million shares, accounting for
9.33% of total shares, and became
the biggest shareholder.
2. In 1998, the sponsoring shareholders of company including Zhuhai Credit
Cooperative, Guangdong Pharmaceutical Industry Company, Zhuhai Guihua
Changes of controlling shares (if any)
Staff Mutual Help Association and Zhuhai branch of Bank of China signed the
Equity Transfer Agreement with China Guangda (Group) Co., Ltd (hereinafter
called as “Guangda Group”) and transferred all their equities to China Guangda
(Group) Co., Ltd. After the transfer, China Guangda (Group) Co., Ltd held
38,917,518 domestic legal person shares of the company. The foreign-owned
sponsor Macau Nanyue (Group) Co., Ltd signed the Equity Transfer Agreement
with China Guangda Medicine Co., Ltd (hereinafter called as “Guangda
Medicine”), the fully-owned subcompany of Guangda Group and completely
transferred 18,893,448 B-shares to Guangda Medicine. After the completion of
transfer, Guangda Group became the biggest shareholder.
3. In 2002, the company shareholder Zhuhai Lishi Investment Co. Ltd
(hereinafter called as “Lishi Company”) and Shenzhen Taitai Pharmaceutical
Full text of 2012 annual report of Livzon Pharmaceutical Group Inc.
Company Limited (hereinafter called as “Taitai Pharmaceutical”) signed the
equity transfer agreement, and transferred its 22.3792 million shares to Taitai
Pharmaceutical. China Guangtai Pharmaceutical Co., Ltd (its former company
was Guangda Medicine) and Tiancheng Industry Co., Ltd(hereinafter called as
“Tiancheng Industry”), the fully-owned subcompany of Taitai Pharmaceutical
signed the purchase agreement of foreign-owned shares of Livzon
Pharmaceutical Group Inc., and transferred its 15,478,295 B-shares to
Tiancheng Industry. In the same years, Taitai Pharmaceutical, Tiancheng
Industry and Shenzhen Haibin Pharmaceutical Co., Ltd, the subcompany of
Taitai Pharmaceutical increased some shares of company through the trading
system of Shenzhen Stock Exchange. By the end of 2002, Taitai
Pharmaceutical and its subcompanies held 71,327,374 company shares
through the agreement transfer from the secondary market, accounting for
23.31% of total shares, became the biggest shareholder and held the actual
controlling right of company.
4. In 2003, through the approval of Shenzhen Administration of Industry and
Commerce, Taitai Pharmaceutical Co., Ltd was changed to Joincare Pharmaceutical
Group Industry Co., Ltd (hereinafter called as “Joincare”)
5. In 2004, Joincare, Begol and Zhuhai Lishi Investment Co., Ltd signed the
Agreement on Equity Transfer, Custody and Mortgage. Joincare and
Guangzhou Begol Trading Corporation signed the Agreement on Equity
Transfer and Custody and the Agreement on Equity Mortgage, in which
Guangzhou Begol Trading Corporation directly transferred, custodized and
mortgaged 6,059,428 domestic legal person shares of our company to
Joincare. By the end of 2004, Joincare and its controlling subcompanies held
and controlled 79,381,849 shares, accounting for 25.94% of total shares, and
was still the controlling shareholder having the actual control right of company.
6. From the end of 2004 to the end of this report period, Joincare and its
controlling subcompanies increased its quantity of shares through the trading
system of Shenzhen Stock Exchange for many times (for more details, please
see relevant contents in the previous annual reports issued by the company).
By the end of this report period, Joincare directly or indirectly held and
controlled a total of 140,122,590 shares, accounting for 47.38% of total shares,
and is still the controlling shareholder of company.
V. Other relevant materials
Accountant firm engaged by the company
Name of Accountant firm Crowe Horwath Certified Public Accountants Limited (special ordinary partnership)
Office address of Accountant
No. 215, Xingye Road, Zhuhai City, Guangdong Province
firm
Name of signing accountants Li Encheng, Ma Guiqin
Recommendation agency engaged by the company to perform the continuous supervision responsibilities
Full text of 2012 annual report of Livzon Pharmaceutical Group Inc.
□ Applicable √ Inapplicable
Financial consultants engaged by the company to perform the continuous supervision responsibilities
□ Applicable √ Inapplicable
Full text of 2012 annual report of Livzon Pharmaceutical Group Inc.
Section III Financial Highlights
I. Financial Highlights
Whether there are retrospective adjustments or descriptions of accounting data in previous years due to the changes of
accounting policies and correction of accounting errors.
□ Yes √ No.
Increase or decrease
2012 2011 compared with
previous year (%)
Total profit(RMB Yuan) 3,943,525,305.20 3,162,915,294.50 24.6801% 2,726,718,895.61
Net profit attributable to the
shareholders of listed companies 441,671,519.69 359,369,880.94 22.9017% 418,180,831.06
(RMB Yuan)
Net profit attributable to the
shareholders of listed companies
396,190,254.51 341,610,163.85 15.9773% 392,186,223.26
after deduction of non-recurring
profit and loss(RMB Yuan)
Net cash flows from operating
593,964,664.30 708,201,336.58 -16.1305% 633,296,307.91
activities (RMB Yuan)
Basic profit per share (RMB Yuan
