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000028一 致Ｂ2007年年度报告英文版-11 000028 B2007 年年 报告 英文 11

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深圳一致药业股份有限公司深圳一致药业股份有限公司 Shenzhen Accord Pharmaceutical Co., Ltd. 2007 Annual Report March, 2008 Shenzhen Accord Pharmaceutical Co., Ltd. Annual Report 2007 - 1 - CONTENT IMPORTANT NOTES----------------------------------------------------------------------------------------------- 2 I. COMPANY PROFILE---------------------------------------------------------------------------------------------3 II. SUMMARY OF FINANCIAL HIGHLIGHTS AND BUSINESS HIGHLIGHTS-------------------4 III. CHANGES IN SHARE CAPITAL AND PARTICULARS ABOUT SHAREHOLDERS---------6 IV. PARTICULARS ABOUT DIRECTORS, SUPERVISORS AND SENIOR EXECUTIVES AND EMPLOYEEs----------------------------------------------------------------------------------------------------------12 V. ADMINISTRATIVE STRUCTURE--------------------------------------------------------------------------19 VI. BRIEF INTRODUCTION OF SHAREHOLDERS’ GENERAL MEETING-----------------------26 VII. REPORT OF THE BOARD OF DIRECTORS-----------------------------------------------------------26 VIII. REPORT OF THE SUPERVISORY COMMITTEE---------------------------------------------------36 IX. SIGNIFICANT EVENTS---------------------------------------------------------------------------------------38 X. FINANCIAL REPORT-------------------------------------------------------------------------------------------51 XI. DOCUMENTS AVAILABLE FOR REFERENCE------------------------------------------------------146 Shenzhen Accord Pharmaceutical Co., Ltd. Annual Report 2007 - 2 - IMPORTANT NOTES Board of Directors and the Supervisory Committee of Shenzhen Accord Pharmaceutical Co., Ltd. (hereinafter referred to as the Company) and its directors, supervisors and senior executives 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. Chairman of the Company Mr. Chen Weigang, General Manager Mr. Shi Jinming, Chief Financial Officer Mr. Wei Pingxiao and Financial Manager Mr. Chi Guoguang hereby confirm that the Financial Report enclosed in the Annual Report is true and complete. ShuLun Pan Certificated Public Accountants Co., Ltd. audited the Company’s Financial Report and issued standard unqualified Auditors’ Report for the Company. This report has been prepared in Chinese version and English version respectively. In the event of difference in interpretation between the two versions, the Chinese report shall prevail. Shenzhen Accord Pharmaceutical Co., Ltd. Annual Report 2007 - 3 - CHAPTER I. COMPANY PROFILE 1. Legal Name of the Company In Chinese: 深圳一致药业股份有限公司 In English: Shenzhen Accord Pharmaceutical Co., Ltd. Abbr. of English name: Accord Pharm. 2. Legal Representative: Chen Weigang 3. Secretary of the Board of Directors: Chen Changbing Contact Address: Accord Pharm. Bldg., No. 15, Ba Gua Si Road, Futian District, Shenzhen Guangdong Tel: (86) 755-25875195, 25875222 Fax: (86) 755-25875147 E-mail: 0028@ 4. Registered Address: Accord Pharm. Bldg., No. 15, Ba Gua Si Road, Futian District, Shenzhen Guangdong Office Address: Accord Pharm. Bldg., No. 15, Ba Gua Si Road, Futian District, Shenzhen Guangdong Post Code: 518029 Company’s Internet Web Site: E-mail: investor@ 5. Newspapers for Disclosing the Information of the Company: Securities Times and Hong Kong Wen Wei Po Internet Web Site for Publishing the Annual Report: The Place Where the Annual Report is Prepared and Placed: Secretariat of the Board of Directors 6. Stock Exchange Listed with: Shenzhen Stock Exchange Short Form of the Stock: Accord Pharm. / Accord B Stock Code: 000028/ 200028 7. Other Information about the Company Initial registration date: Aug. 2, 1986 Initial registration place: Shenzhen, China Registration date after change: Dec. 24, 2001 Registration place after changed: Shenzhen, China Registered number for business license of corporation: 4403011001677 Registered number of taxation: GS Zi No. 440301192186267 SDSD Zi No. 440304192186267 Name of the Certified Public Accountants engaged by the Company: ShuLun Pan Certified Public Accountants the decrease of capital reserve in this period was resulted from that the subordinate of the Company Guangzhou Southern Medical Equipment Co., Ltd sold out the shares of China National Medicines Corporation Ltd. Note 2: The increase of surplus public reserve in this period was resulted from the withdrawal of the Company in accordance with the regulations. Note 3: The increase of retained profit in this period was resulted from that the Company and its surbodinate companies realized net profit; The decrease of retained profit in this period was resulted from that the Company withdrew the surplus public reserve and distributed the dividend. CHAPTER III. CHANGES IN SHARE CAPITAL AND PARTICULARS ABOUT SHAREHOLDERS Section I. Statement of change in share capital (Ended Dec. 31, 2007, Unit: Share) Before the change Increase/Decrease of this time (+, -) After the change Amount Proporti on New shares issued Bonus shares Capitaliza tion of public reserve Others Subtotal Amount Proporti on I. Restricted shares 161,927,420 56.20% -39,980,813-39,980,813 121,946,60742.32% 1. State-owned shares 2. State-owned legal person’s shares 112,786,386 39.14% 112,786,38639.14% 3. Other domestic shares 49,141,034 17.05% -39,980,813-39,980,813 9,160,2213.18% Including: Domestic non-state-owned legal person’s 49,126,134 17.05% -39,977,088-39,977,088 9,149,0463.18% Shenzhen Accord Pharmaceutical Co., Ltd. Annual Report 2007 - 7 - shares Domestic natural person’s shares 14,900 -3,725-3,725 11,175 4. Foreign shares Including: Foreign legal person’s shares Foreign natural person’s shares II. Unrestricted shares 126,221,980 43.80% +39,980,813+39,980,813 166,202,79357.68% 1. RMB Ordinary shares 71,336,380 24.76% +39,980,813+39,980,813 111,317,19338.63% 2.Domestically listed foreign shares 54,885,600 19.05% 54,885,60019.05% 3. Overseas listed foreign shares 4. Others Ⅲ. Total shares 288,149,400 100.00% 288,149,400100.00% Statement on changes of restricted shares Unit: Share Name of shareholders Restricted shares at year-begin Restricted shares released in current year Increased restricted shares in current year Restricted shares at year-end Reason for restriction Releasing date SINOPHARM Medicine Holding Co., Ltd. 28,814,940 0028,814,940 Restricted shares of Share Merger Reform April 29, 2008 SINOPHARM Medicine Holding Co., Ltd. 83,971,446 0083,971,446 Restricted shares of Share Merger Reform April 29, 2009 Shenzhen Baoan District Shiyan Town Economic and Development Corporation 14,407,470 14,407,47000 Released restricted sales on restricted shares of Share Merger Reform May 10, 2007 Shenzhen Baoan District Shiyan Town Economic and Development 9,149,046 009,149,046 Restricted shares of Share Merger Reform April 29, 2008 Shenzhen Accord Pharmaceutical Co., Ltd. Annual Report 2007 - 8 - Corporation Shenzhen Baoan Shangwu Economic and Development Co., Ltd. 12,655,772 12,655,77200 Released restricted sales on restricted shares of Share Merger Reform May 10, 2007 Shenzhen Wangzong Industrial Co., Ltd. 5,058,437 5,058,43700 Released restricted sales on restricted shares of Share Merger Reform May 10, 2007 Guan Jian 4,769,231 4,769,23100 Released restricted sales on restricted shares of Share Merger Reform May 10, 2007 Wuxi Huaxin Investment Management Co., Ltd. 1,332,332 1,332,33200 Released restricted sales on restricted shares of Share Merger Reform May 10, 2007 Shanghai Shisheng Enterprise Development Co., Ltd. 953,846 953,84600 Released restricted sales on restricted shares of Share Merger Reform May 10, 2007 Shanghai Huaxia Yifu Investment Management Co., Ltd. 800,000 800,00000 Released restricted sales on restricted shares of Share Merger Reform May 10, 2007 Total 161,912,520 39,977,088 0 121,935,432－ － Section II. Issuance and listing of shares 1. The previous 3 years ended the report period, the Company did not issue any share and list, such as no increasely issue new shares and place shares. 2. The change on shares structure of the Company On April 28, 2006, the Company have accomplished the Share Merger Reform Plan, in according to the regulations on listing of circulating shares with restricted conditions by CSRC and Shenzhen Stock Exchange, the Company have accomplished the works on listing of circulating shares with restricted conditions of Shenzhen Baoan District Shiyan Town Economic and Development Corporation, Shenzhen Baoan Shangwu Economic and Development Co., Ltd., Shenzhen Wangzong Industrial Co., Ltd., Nanjing Junyue Investment and Consultation Co., Ltd., Wuxi Huaxin Investment Management Co., Ltd., Shanghai Shisheng Enterprise Development Co., Ltd., Shenzhen Accord Pharmaceutical Co., Ltd. Annual Report 2007 - 9 - and Shanghai Huaxia Yifu Investment Management Co., Ltd on May 10, 2007. The circulating shares with restricted sales released were 39,977,088 shares. Section III. About shareholders 1. Ended Dec. 31, 2007, the Company had totally 23,159 shareholders, including 14,869 shareholders of A-share and 8,290 shareholder of B-share. 2. Particulars about the shares held by the top ten shareholders (Ended Dec. 31, 2007) Total shareholders 23,159 Particulars about shares held by the top ten shareholders Names of shareholders Nature of shareholder Proportion of share held Amount of share held Amount of restricted shares held Shares pledged or frozen SINOPHARM MEDICINE HOLDING CO., LTD. State-owned legal person 39.14%112,786,386112,786,386 0 SHENZHEN BAOAN DISTRICT SHIYAN TOWN ECONOMIC AND DEVELOPMENT CORPORATION Domestic non-state-owne d legal person 3.18%9,149,0469,149,046 0 CHINA INDUSTRIAL AND COMMERCIAL BANK－PENGHUA HIGH QUALITY ADMINISTRATIVE STOCK SECURITIES INVESTMENT FUND （LOF） Domestic non-state-owne d legal person 2.37%6,838,3200 Unknown BANK 0F COMMUNICATIONS － PENGHUA CHINA 50 OPEN SECURITIES INVESTMENT FUND Domestic non-state-owne d legal person 1.65%4,758,4620 Unknown CHINA INDUSTRIAL AND COMMERCIAL BANK－GALAXY YINTAI FINANCING MELON-CUTTING FUND Domestic non-state-owne d legal person 1.56%4,491,4630 Unknown INDUSTRIAL BANK CO., LTD.－ EVERBRIGHT PRAMERICA BONUS STOCK SECURITIES Domestic non-state-owne d legal person 1.53%4,400,0000 Unknown Shenzhen Accord Pharmaceutical Co., Ltd. Annual Report 2007 - 10 - INVESTMENT FUND CHINA INDUSTRIAL AND COMMERCIAL BANK－BOC INTERNATIONAL CONTINUOUS GROWTH STOCK SECURITIES INVESTMENT FUND Domestic non-state-owne d legal person 1.52%4,375,1880 Unknown BANK OF CHINA － DACHENG FORTUNE MANAGEMENT 2020 LIFECYCLE SECURITIES INVESTMENT FUND Domestic non-state-owne d legal person 1.48%4,270,9470 Unknown CHINA INDUSTRIAL AND COMMERCIAL BANK－GUANGFA JUFENG STOCK SECURITIES INVESTMENT FUND Domestic non-state-owne d legal person 1.47%4,241,8050 Unknown CHINA INDUSTRIAL AND COMMERCIAL BANK－CHINA UNIVERSAL EQUILIBRIUM GROWTH SECURITIES INVESTMENT FUND Domestic non-state-owne d legal person 1.35%3,882,6800 Unknown Particulars about shares held by the top ten unrestricted shareholders Name of shareholder Amount of unrestricted shares held Type of share CHINA INDUSTRIAL AND COMMERCIAL BANK－PENGHUA HIGH QUALITY ADMINISTRATIVE STOCK SECURITIES INVESTMENT FUND（LOF） 6,838,320RMB common share BANK 0F COMMUNICATIONS－PENGHUA CHINA 50 OPEN SECURITIES INVESTMENT FUND 4,758,462RMB common share CHINA INDUSTRIAL AND COMMERCIAL BANK － GALAXY YINTAI FINANCING MELON-CUTTING FUND 4,491,463RMB common share INDUSTRIAL BANK CO., LTD.－ EVERBRIGHT PRAMERICA BONUS STOCK SECURITIES INVESTMENT FUND 4,400,000RMB common share Shenzhen Accord Pharmaceutical Co., Ltd. Annual Report 2007 - 11 - CHINA INDUSTRIAL AND COMMERCIAL BANK－BOC INTERNATIONAL CONTINUOUS GROWTH STOCK SECURITIES INVESTMENT FUND 4,375,188RMB common share BANK OF CHINA － DACHENG FORTUNE MANAGEMENT 2020 LIFECYCLE SECURITIES INVESTMENT FUND 4,270,947RMB common share CHINA INDUSTRIAL AND COMMERCIAL BANK－GUANGFA JUFENG STOCK SECURITIES INVESTMENT FUND 4,241,805RMB common share CHINA INDUSTRIAL AND COMMERCIAL BANK－CHINA UNIVERSAL EQUILIBRIUM GROWTH SECURITIES INVESTMENT FUND 3,882,680RMB common share CHINA AGRICULTURAL BANK－Changsheng Tongde Sector Growth Fund 3,811,134RMB common share CHINA INDUSTRIAL AND COMMERCIAL BANK－BOSERA SELECT EQUITY SECURITIES INVESTMENT FUND 3,499,567RMB common share Explanation on associated relationship or accordant action among the aforesaid shareholders CHINA INDUSTRIAL AND COMMERCIAL BANK－PENGHUA HIGH QUALITY ADMINISTRATIVE STOCK SECURITIES INVESTMENT FUND(LOF) and BANK 0F COMMUNICATIONS－PENGHUA CHINA 50 OPEN SECURITIES INVESTMENT FUND belong to Penghua Fund Management Co., Ltd., it is unknown that there exists no associated relationship or belongs to the consistent actionist among the other tradable shareholders regulated by the Management Measure of Information Disclosure on Change of Shareholding for Listed Companies. 3. The controlling shareholder of the Company Name of the controlling shareholder: SINOPHARM. Medicine Holding Co., Ltd. Legal representative: She Lulin Date of foundation: Jan. 8, 2003 Registered capital: RMB 1,637,037,451 Nature of economic: state-owned holding company Business scope: the wholesale of Chinese patent medicines (including ginseng, pilose antler and silver mushroom), chemical material, a chemical agent, antibiotics, biochemical, biological, diagnosis drug, industry investment, entrusted management and assets reorganization of pharmaceutical enterprises, domestic trade (barring specific permission), logistics supply and relevant consultant services (in right of exequatur to run if refers to permission operation). 4. Particulars about the actual controller Name of the actual controller: China National Pharmaceutical Group Corporation Legal representative: She Lulin Date of foundation: March 1, 1988 Registered capital: RMB 857,490,000 Nature of economic: state-owned sole company Shenzhen Accord Pharmaceutical Co., Ltd. Annual Report 2007 - 12 - Business scope: entrusted management and assets reorganization of pharmaceutical enterprises, consultant service of medicine industry investment project, holding exhibition and fair of surgical appliance, the wholesale of Chinese medicine, Chinese patent medicines, Chinese medicine herb in pieces, chemical material medicine, a chemical agent, antibiotics, biochemical, biological. The underling exclusively invested company and controlling subsidiary of China Medicine Group Headquarter includes: China Medicine Industry Co., SINOPHARM Medicine Co., Ltd., China Medicine Foreign Trade Co., China Medical Appliance Co., China Drugs Group, SINOPHARM Medicine Holding Co., Ltd., SINOPHARM Exhibition Co., Ltd., Sichuan Antibiotics Industrial Institute of China National Pharmaceutical Group Corporation, Union Engineering Co. of China Medicine Group and SINOPHARM Advertising Co., Ltd. 5. The property and controlling relationship between the actual controller of the Company and the Company is as follows: 100% China National Pharmaceutical Group Corporation 51% SINOPHARM Medicine Holding Co., Ltd. 39.14% Shenzhen Accord Pharmaceutical Co., Ltd. 6. In the report period, there existed no change in the controlling shareholder CHAPTER IV. PARTICULARS ABOUT DIRECTORS, SUPERVISORS, SENIOR EXECUTIVES AND EMPLOYEES Section I. Directors, supervisors and senior executives 1. Name list of directors, supervisors and senior executives Names Titles Sex Age Beginning date of Terminati ng date of Shares held Shares held Reason of Total remunerati Incentive equity bestowed in the report period Draw the remunerat The State-owned Assets Supervision Sichuan Antibiotics Industrial Institute Co., Ltd. No relationship Superintendent Of Sichuan Antibiotics Industrial Institute; General Manager Of Sichuan Antibiotics Industrial Institute Shenzhen Accord Pharmaceutical Co., Ltd. Annual Report 2007 - 15 - Co., Ltd. Song Tingfeng China Resources (Jilin) Bio-chemical Co., Ltd. No relationship Independent Director Guan Xiaohui Shanghai Fosun Pharmaceutical(Group) Co., Ltd. Controlling shareholder of China National Medicines Corporation Ltd. Financial Vice-Chief Supervisor Shi Jinming Sinopharm Medicine Holding Guangzhou Co., Ltd Subsidiary of controlling shareholder Chairman Ou Jianneng Guangdong Accord Drugstore Co., Ltd.; Shenzhen Accord Pharmaceutical Chains Co., Ltd. Subsidiary of controlling shareholder General Manager Yan Zhigang Shenzhen Zhijun Pharmaceutical Co., Ltd. Subsidiary of controlling shareholder General Manager Chen Shu Guangdong Lawyers Association No relationship Secretary-General Peng Juan Management School of Shanghai Jiao Tong University No relationship Department Deputy Director Liao Li Management School of Tsinghua University No relationship Deputy Dean 3. Main work experience of present directors, supervisors and senior executives: (1) Member of the Board of Directors Chairman of the Board——Mr. Chen Weigang, MBA and senior economist, worked at China Medicine Group (Shanghai) Company from Apr. 1976, took the turns of officer of enterprise management office, commissar of League Commission, associate dean or dean of GMO, manager of business department, manager associate and deputy manager, etc.; he takes the position of secretary of CPC and GM of China Medicine Group (Shanghai) Company from Dec. 1998 to Jan., 2003; and secretary of CPC and GM of SINOPHARM Medicine Holding Co., Ltd. from Jan. 2003; from Feb., 2006, takes the post of deputy general manager of China Medicine Group Headquarter; and takes the post of chairman of the 5th Board of the Company from Sep. 2007. Director——Mr. Wei Yulin, born in 1975, MBA, Practising Apothecary, worked at Tianjing Pharmaceutial Company as salesman from Oct.1976 to Nov.1981; centre Lab Technician in Tianjin Hebei Pharmaceutial Plant from Dec.1981 to Aug.1984; took the turns of salesman of Leechdom Department in Sinopharm Tianjin Medicine Station, deputy general manager and general manager of pharmaceutical company in development zone from Sep.1984 to June 1998; deputy general manager, standing deputy general manager, party secretary and general manager of Sinopharm Tianjing Co., Ltd from July 1998 to Jan.2003; sine Jan.2003 he was the deputy general manager of Sinopharm Medicine Holding Co., Ltd, and concurrently party secretary, general manager and chairman of China National Holding Tianjin Co., Ltd; since Sep.2007, he was the director of the 5th board of directors of the Company. Director ——Mr. Lu Jun, born in 1958, MBA, Instructor, soldier of army, teacher of politics staff room in Second Military Chemical University from Feb.1976 to Oct.1988; instructor of Second Military Chemical University from Oct.1988 to Aug.1998; general manager of Sinopharm Shanghai Likang Pharmaceutial Co., Ltd from Aug.1998 to Jan.2001; general manager of Shanghai Guoda Pharmacy Chains Co., Ltd from Jan.2001 to Dec.2004; since April 2003, he took the turns of assistant general manager, deputy general manager of Sinopharm Medicine Holding Co., Ltd and concurrently general manager of leechdom retail business department and minister of investment and planning department of Sinopharm Medicine Holding Co., Ltd and general manager of China National Holding Guoda Pharmacy Co., Ltd. Since Sep.2007, he was the director of the

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