[年报]云南白药(000538):2023年年度报告（英文版）
原标题:云南白药:2023年年度报告（英文版） Yunnan Baiyao Group Co., Ltd. Annual Report 2023 March 2024 Section I Important Notes, Contents, and Definitions The Board of Directors (the “Board”), the Supervisory Committee and the directors, supervisors and senior management of the Company confirm the truthfulness, accuracy and completeness of the contents of this Annual Report and there are no misrepresentations, misleading statements or material omissions from this Annual Report, and they accept joint and several responsibilities for the truthfulness, accuracy and completeness of the contents herein. Mr. Dong Ming, the person in charge of the Company, Mr. Ma Jia, the accounting officer, and Ms. Xu Jing, the head of accounting center (accounting supervisor), hereby declare that they warrant the truthfulness, accuracy, and completeness of the financial statements in this Annual Report. All directors of the Company attended the Board meeting in respect of considering and approving this Annual Report. The Company kindly requests investors to read through this Annual Report and pay special attention to “XI. Outlook of the Company” in the “Section III Management Discussion and Analysis.” This part does not constitute our substantial commitments to investors. Investors are advised to pay attention to investment risks. The profit distribution plan considered and approved by the Board of Directors is as follows: Based on the total share capital of the Company of 1,796,862,549 shares as at the end of 2023 less 12,599,946 shares repurchased by the special securities account for share repurchase, i.e., on the basis of 1,784,262,603 shares, a cash dividend of RMB 20.77 (tax inclusive) for every 10 shares will be paid to all shareholders, 0 bonus shares (tax inclusive) will be distributed, and 0 shares will be issued to all shareholders for every 10 shares by way of conversion of capital reserve. This report has been prepared in Chinese and translated into English. Should there be any discrepancies or misunderstandings between the two versions, the Chinese version shall prevail. Contents Section I Important Notes, Contents, and Definitions ........................................... 1 Section II Company Profile and Key Financial Indicators ................................... 6 Section III Management Discussion and Analysis ................................................ 11 Section IV Corporate Governance ......................................................................... 59 Section V Environmental and Social Responsibilities .......................................... 92 Section VI Significant Events ................................................................................ 101 Section VII Changes in Shareholdings and Particulars about Shareholders .. 128 Section VIII Preference Shares ............................................................................ 138 Section IX Bonds .................................................................................................... 139 Section X Financial Statements ........................................................................... 140 Documents Available for Inspection (I) Financial statements affixed with the signatures and stamps of the person in charge of the Company, the accounting officer, and the general manager of accounting center; (II) Originals of the audit report containing the stamps of the external accounting firm and the signatures and stamps of the registered accountants; (III) Originals of all the Company’s documents and announcements publicly disclosed on the Securities Times, Shanghai Securities News, China Securities Journal, and http://www.cninfo.com.cn during the reporting period; (IV) Other related materials. Definitions
Section II Company Profile and Key Financial Indicators I. Company Profile
IV. Changes in Registration
The accounting firm engaged by the Company
□ Applicable ? Not applicable The financial advisor engaged by the Company to perform continuous supervision duties during the reporting period □ Applicable ? Not applicable VI. Key Accounting Data and Financial Indicators Whether the Company needs retroactive adjustment or restatement of accounting data in prior years or not □Yes ? No
years are all negative, and the Company’s audit report for the previous year shows uncertainties in the Company’s ability to continue as a going concern □Yes ? No The lower of the Company’s net profits before and after deducting non-recurring profits and losses is negative □Yes ? No Total share capital of the Company as at the trading day prior to the disclosure:
1. Differences in the net profits and net assets in financial statements disclosed respectively under International Financial Reporting Standards (IFRS) and CAS □Applicable ?Not applicable During the reporting period, there was no difference in net profits and net assets in financial statements disclosed respectively under IFRS and CAS. 2. Differences in the net profit and net assets in financial statements disclosed respectively under overseas accounting standards and CAS □Applicable ?Not applicable During the reporting period, there was no difference in the net profit and assets in financial statements disclosed respectively under overseas accounting standards and CAS. VIII. Key Financial Indicators by Quarter Unit: RMB
up 2.76 percentage points from the fourth quarter of 2022. In the fourth quarter of 2023, promotional activities and employee benefits payable were more concentrated than in the previous three quarters, and Yunnan Baiyao experienced a decline in investment income from Shanghai Pharmaceuticals Holding Co., Ltd (“Shanghai Pharma”) and a decline in gains from changes in the fair value of financial assets held for trading after the completion of the disposal of secondary market securities investments. Whether there is any significant difference between any of the above-mentioned financial indicator or their total number and those disclosed in the Company’s any quarterly statements or interim statements □ Yes ?No IX. Non-recurring Profits and Losses and their Amounts ?Applicable □Not applicable Unit: RMB
Other profits and losses satisfying the definition of non-recurring profits and losses: ?Applicable □Not applicable Other non-recurring profits and losses that meet the definition of non-recurring profits and losses mainly include other non-recurring profits and losses such as interest on fixed deposits and value added tax credit. Note for the definition of non-recurring profits and losses set out in the No.1 Explanatory Announcement on Information Disclosure for Companies Offering Their Securities to the Public - Non-recurring Profits and Losses, as recurring profits and losses □Applicable ?Not applicable The Company does not define any non-recurring profits and losses set out in the No.1 Explanatory Announcement on Information Disclosure for Companies Offering Their Securities to the Public - Non-recurring Profits and Losses as recurring profits and losses. Section III Management Discussion and Analysis I. Industry Landscape of the Company during the Reporting Period (I) Industry landscape and development trends In 2023, amidst profound industry transformations and ongoing healthcare system reforms, the healthcare sector encountered a dynamic landscape of challenges and opportunities. On the industrial demand side, demand growth in the industry has been ascertained by population aging and a resurgence in consumer spending. Moreover, the evolving concept of national health management and the changing consumer demands pose new requirements for reshaping the industry’s product categories. With the implementation of industry policies, including the new medical insurance mechanism, volume-based procurement (VBP), and drug purchase outside with a prescription, the out-of-hospital over-the-counter (OTC) market witnessed remarkable expansion, underscoring its substantial growth potential. The trends of chaining and centralization in offline retail pharmacies further heightened, while the direct-to-patient (DTP) pharmacy channel experienced more favorable conditions. The online channel embarked on a period of rapid development, with a trend to explore the innovation strategies of “patient-centered” omni-channel operation. On the industrial supply side, the healthcare industry epitomized the characteristic of supply creating demand, with innovation serving as the perpetual driving force for the pharmaceutical sector. Only products that truly align with consumer value demands can help businesses navigate through cycles and achieve sustainable development in the market. The contribution of TCM to the national health service and the importance of TCM in promoting the implementation of the “Healthy China” strategy have become increasingly prominent. China should inherit the essence of TCM while pursuing innovation. The General Office of the State Council has issued the Implementation Plan for Major Projects for the Revitalization and Development of Traditional Chinese Medicine, which sets forth goals for the revitalization and development of TCM, covering areas such as the TCM service system, comprehensive service capacity, scientific and technological innovation capacity, talent pool development, TCM quality, and international presence. The plan also provides specific requirements to promote the revitalization and development of TCM. The National Medical Products Administration (NMPA) has issued the Special Provisions on the Administration of Registration of Traditional Chinese Medicines, which emphasize the dialectical approach needed to balance the inheritance and innovation of TCM, accelerate the establishment of an evidence-based system for TCM evaluation, define multiple indicators for assessing the therapeutic efficacy of TCM, and further drive the development of innovative TCM. The introduction of the “three-combination” evidence-based system for TCM evaluation (ie a TCM registration and approval evidence-based system that integrates TCM theory, human use experience, and clinical trials) has further clarified the guiding principles for the innovative R&D and approval of TCM. The system presents new opportunities for R&D of new TCM and re-exploration of well-known classic prescriptions, and improve the approval and marketing processes of TCM, providing the sector with additional avenues for growth. With the full implementation of VBP of TCM products, the management and marketing of these products have entered a new phase. Market leadership will be taken by high-quality, large-scale TCM enterprises that have established a comprehensive supply chain. In terms of market trends, the increasing influence of the “Silver Economy” in China has led to golden opportunities in the field of “musculoskeletal care, healthcare and chronic disease management.” Meanwhile, with the emergence of the “new Chinese healthcare” and other concepts, the consumer demand for TCM products and nourishing products has been expanding, and the retail market has witnessed continuous improvement. Within the Big Health industry, aging population and stronger awareness of health management spurred medical demands, and the consumer demands and patterns tend to be more diversified. In terms of consumer demand, the consumers have gradually shifted to “rational consumption.” Products with characteristics such as satisfying multi-level personalized needs, having more scientific ingredient formulations and segmented efficacy claims, and possessing strong social attributes become priorities of consumers. As for the product mix, consumer expectations have also evolved, with stricter requirements on cost-effectiveness while pursuing quality. As costs soar, many consumer products have entered a phase of balancing price reduction with quantity increase. Consumer classification is becoming increasingly evident. In terms of channel, driven by the “near-field” and “digitalization” trends of consumer goods channels, e-commerce channels experienced sustained growth, with content e-commerce and instant retail expanding rapidly. Against the backdrop of shrinking traditional large channels, the transformation and upgrading of traditional channels represented by smaller grocery stores accelerated the reshaping of offline business formats. Thanks to meeting diverse consumer demands such as immediate, urgent, and emerging needs, the online-to-offline (O2O) model has rapidly developed, bringing sales increments to most product categories. Within segments, the oral care market has witnessed channel fragmentation, intensifying competition and necessitating further exploration of oral cleansing and care needs. Personal care brands have gained market share, while national brands have made significant breakthroughs, presenting both opportunities and challenges for Chinese enterprises. The health industry is entering an era of “discerning” expenditure. To stay ahead in this fiercely competitive landscape, companies must adopt refined management and operations in channel and retail terminals, acquire precise insights into consumer characteristics and demands, and enhance the cost competitiveness of the supply side. (II) Industry position The CPC Central Committee and the State Council attach great importance to the development of TCM, positioning the inheritance and innovation of TCM as an important aspect of the socialist cause with Chinese characteristics in the new era. The report to the 20th CPC National Congress has explicitly stated that we should “promote the inheritance and innovation of TCM.” The Outline of 14th Five-Year Plan for Economic and Social Development and Long-Range Objectives through the Year 2035 of China put forth measures to promote the inheritance and innovation of TCM, providing robust support and impetus for TCM’s inheritance and innovation in the new era. At the end of 2023, the Company celebrated its thirtieth anniversary of listing. Over the past three decades since its listing, Yunnan Baiyao has maintained continuous growth, with operating revenue growing from RMB 58 million in 1993 to RMB 39.111 billion in 2023, representing an increase of 673 times; the net profit attributable to the parent company growing from RMB 13 million in 1993 to RMB 4.094 billion in 2023, representing an increase of 314 times. While continuously improving its intrinsic quality, the Company has always adhered to its corporate social responsibility, continued to enhance its dividend distribution capacity, increased the level of dividend distribution, and distributed the dividends to its shareholders for 30 consecutive years. As of 2022, the cumulative cash dividends exceeded RMB 20.7 billion. Through stable operation and continuous dividend distribution, the Company has shared the achievements of corporate development with all stakeholders, created lucrative value returns for long-term value investors, and further promoted the high-quality development of the enterprise. Yunnan Baiyao has consistently focused on integrating TCM into modern life, explored the endogenous potential of traditional medical products, responded to the needs of modern life with product innovation and infused traditional brands and TCM products with renewed vitality. In the pharmaceutical products domain, the Company’s roots lie in Yunnan Baiyao Powder with a century-long legacy. Through persistent exploration and innovation, Yunnan Baiyao has progressively developed a series of core pharmaceutical products encompassing diverse forms like aerosol, plaster, tincture, and woundplast. In terms of personal care products, the Company has successfully combined core ingredients of Yunnan Baiyao with oral care items and created a group of oral care products, notably exemplified by Yunnan Baiyao toothpaste. This achievement stands as a prominent case for TCM enterprises venturing into cross-border innovation and reshaping consumer preferences. Leveraging its successful development strategies in pharmaceutical and health product sectors, the Company has expanded its business footprint into various domains, including natural medicine, TCM decoction pieces, special medicines, medical devices, personal care products, and healthcare food. This move enables the Company’s evolution from a TCM manufacturing enterprise to a modern, Big Health-oriented entity. The Company has 567 drug approval numbers and 316 varieties, covering 222 varieties of Chinese patent medicines, including 43 exclusive varieties. The Company not only vigorously promotes the secondary development of TCM varieties, but also enhances the innovation of new TCM products through R&D investment and scientific and technological strength. In the secondary development of TCM products, the Company focuses on the R&D of Gongxuening Capsule for hemostasis and anti-inflammation, and Qixuekang Oral Liquid for improving Qi deficiency and blood stasis. To enrich the new TCMs, we have assigned superior R&D resources to incubate key R&D projects for three new TCMs under Category 1.1, including the Panax notoginseng Tablet for treatment of heart-pulse stasis syndrome related symptoms, the Fuqi Guben Ointment, the first new TCM approved for clinical syndrome for warming kidney and consolidating foundation, and Xianghuo Spray for patients during the recovery period of COVID-19 or with wind-cold related syndrome. In addition, we have carried out the development of Chinese herbal preparations for two classic prescriptions (PZ-018, PZ-019). In 2023, Yunnan Baiyao continued to maintain its market leading position in several business areas. The Company’s core product, Yunnan Baiyao (Powder) occupied a 14.5% retail market share of systemic Chinese patent medicines for orthopedic injuries in the musculoskeletal system, ranking No.1 in the market. Yunnan Baiyao Aerosol occupied a 91.0% retail market share of the topical Chinese patent medicine aerosol for pains in musculoskeletal joints and muscle, ranking No.1 in the market. Yunnan Baiyao Woundplast occupied a 66.5% retail market share of woundplasts (medicated) for external hemostasis, ranking No.1 in the market (source: CHIS System). Yunnan Baiyao Toothpaste gained a market share of 24.60% in the domestic market in 2023, maintaining its No.1 position in market share (source: Nielsen Retail Research Data (YTD2312)). In the pharmaceutical distribution segment, Yunnan Pharmaceutical Co., Ltd (“Yunnan Pharma”) maintained a regional dominant market position in the public hospitals at or above the county level in Yunnan Province. II. Principal Businesses of the Company during the Reporting Period (I) Product and business The Company has four business groups, namely Pharmaceutical Business Group, Health Products Business Group, Traditional Chinese Medicine (TCM) Resources Business Group and Yunnan Pharmaceutical Co., Ltd (pharmaceutical distribution). These business groups serve as the foundation for the Company’s production and operations. Pharmaceutical Business Group focuses on the products of Yunnan Baiyao series, (for example, Yunnan Baiyao Aerosol, Yunnan Baiyao Plaster, Yunnan Baiyao Woundplast, etc), which are mainly used for hemostasis, pain relief, swelling reduction, and blood stasis elimination. The BG extends its offerings to include other branded TCMs with natural characteristics, covering areas such as tonifying Qi and blood, treating colds and flu, cardiovascular health, gynecology, pediatrics, and more. The BG is also actively involved in the development of Panax notoginseng botanical supplements, aiming to identify new avenues for growth. Health Products Business Group, with its core focus on the toothpaste category, relies on its robust brand infrastructure encompassing people, products, and consumer scenarios. Embracing a user-centric approach, the BG actively explores new consumer scenarios and introduces innovative product categories, particularly in the realms of oral care and Yangyuanqing anti-hair loss solutions. TCM Resources Business Group capitalizes on Yunnan Province’s unique medicinal plant resources. While ensuring the high-quality, efficient, and cost-effective supply of TCM raw materials across the Group, the BG strives to develop both B-end (including Panax notoginseng series, branded medicinal materials, raw material extracts) and C-end (including TCM decoction pieces and healthcare food) products. Moreover, the BG continues to advance the digitalization, platform-based operation, and integrated management of TCM resource cultivation, while exploring growth potential. Yunnan Pharma remains steadfast in pursuit of maintaining its leading market share among pharmaceutical distribution companies in Yunnan Province. It has achieved full coverage in all 16 prefectures and cities of Yunnan Province, with its channels radiating across major retail chain pharmacies. It also assists governments and medical institutions in building better management and service systems, providing high-quality and modern pharmaceutical supply chain service solutions for upstream and downstream customers. (II) Business model 1. Transformation from a traditional manufacturing enterprise to a provider of comprehensive solutions Driven by innovative biotechnology, artificial intelligence, and big data computing capabilities, the global healthcare industry is undergoing a transformation from evidence-based medicine to precision medicine, which has driven the global pharmaceutical industry’s transition from large-scale industrial production to personalized approaches and from chemical drugs to biologics and therapies. The market demand has also shifted from a singular “product” to “comprehensive solutions.” In this context, Yunnan Baiyao is gradually transitioning from a traditional manufacturing enterprise to a “globally leading provider of comprehensive solutions.” We are embarking on a path of platformization and digitalization upgrade. The Company remains focused on our principal businesses while actively expanding the potential of key sectors such as pharmaceuticals, health products, TCM resources, and commercial logistics. This ensures the steady growth of the Company. Looking ahead in the medium to long term, we are committed to our established strategic tracks. By leveraging a “dual-wheel drive” strategy of internal growth and external expansion, and introducing innovative products and establishing a commercial platform that facilitates the entry of innovative medicines into the Chinese market, we set to position Yunnan Baiyao as a globally leading provider of comprehensive healthcare solutions, with the capability to represent China’s health industry in international competition. 2. Transformation from a regional enterprise to an international enterprise with cross-regional presence Yunnan Baiyao has planned the establishment of regional strategic functional centers in regions such as Kunming, Beijing, and Shanghai. Among these, Kunming is the Group’s headquarters, the production facility, and the hub for TCM R&D. It still serves as the focal point from which the Company expands its influence outward. Once completed, Kunming R&D Center will concentrate on TCMs and natural drugs research, capitalizing on the abundant local flora and fauna. This will complement the Company’s traditional R&D strengths in natural plant extraction and further enhance its independent R&D capabilities. Shanghai Center establishes an open and innovative incubation industrial science park. Beijing Center utilizes the platform of the Peking University - Yunnan Baiyao International Medical Research Center (PKU-YBIMRC) to strengthen collaboration between enterprises, universities and research institutes. In addition, Beijing Center closely focuses on world cutting-edge technology researches, and explores new mechanisms for enterprise-university cooperation, with an aim to attract world-class scientists, accelerate transformation of academic and scientific research achievements, and create a competitive medical brand. The Company is creating an industrial platform that leverages resource-rich highland regions with favorable policies. This involves cross-regional expansion to effectively harness resources and develop core competitive advantages. 3. Transformation from traditional endogenous growth to a model “driven by dual wheels” The R&D and innovation model of global pharmaceutical companies has shifted from the traditional endogenous R&D to a new model characterized by patent collaborations and M&As. Against the backdrop of payment system reforms such as China’s drug VBP and medical insurance fee control, Chinese pharmaceutical companies can no longer rely solely on domestic market-oriented business models and expansion strategies to meet their long-term development needs as they engage in the process of internationalization. On one hand, Yunnan Baiyao continues to cultivate and explore the potential of its existing business sectors, thus accumulating momentum for its significant leapfrog advancements. Also, the Company strives to achieve commercial collaboration, technological exchange, and data sharing across business sectors, and work together to create a moat for Yunnan Baiyao. On the other hand, the Company will continue to promote the introduction of innovative products at home and abroad through various business models such as M&As, patent authorization, and joint venture construction. Yunnan Baiyao is laying the foundation for its transformation into “a comprehensive solution provider” by constructing market-competitive products and services and focusing on developing comprehensive service capabilities around the medical sector. 4. Transformation from training internal talents to “training internal talents + introducing external talents” The Company believes in the pivotal role of talent in driving its development. It has established a comprehensive training system and various avenues for employee growth, fostering both specialized knowledge and comprehensive skills, with the mutual development of talents and the Company as the objective. The Company will leverage its advantageous resources to actively recruit high-caliber specialists across various domains such as strategic investment, medical academia, drug R&D, and user operations. This aims to bolster independent R&D capabilities and global resource integration expertise, drive technological innovation in pharmaceuticals, particularly in the realm of biopharmaceuticals, and integrate emerging information technologies, for achieving a leapfrog development, and creating a comprehensive pharmaceutical solution that integrates multiple product forms. The Company is further strengthening its financial strategies to provide robust support for Yunnan Baiyao’s strategic objectives. It will also enhance operational capabilities in such areas as revamping the management of （未完）  |