[年报]云南白药(000538):2024年年度报告（英文版）
原标题:云南白药:2024年年度报告（英文版） Annual Report 2024 March 2025 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 1,784,262,603 shares at the end of 2024, a cash dividend of RMB 11.85 (tax inclusive) for every 10 shares will be paid to all shareholders, with no bonus shares issued (tax inclusive), and no capital reserve to increase the share capital. At the same time, the Company completed the special dividend distribution for 2024 in November 2024, with a cash dividend of RMB 12.13 (tax inclusive) for every 10 shares, totaling RMB 2,164,310,537.44 (tax inclusive). The cash dividend to be implemented this time will be combined with the special dividend already distributed in 2024. Based on the total share capital of 1,784,262,603 shares at the end of 2024, the total cash dividend for 2024 will be RMB 23.98 (tax inclusive) per 10 shares, with a total cash dividend of RMB 4,278,661,722.00 (tax inclusive), accounting for 90.09% of the Company’s net profit attributable to shareholders of the listed company for 2024. 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 .......................................0Section II Company Profile and Key Financial Indicators.................................4Section III Management Discussion and Analysis ................................................9Section IV Corporate Governance .......................................................................59 Section V Environmental and Social Responsibilities.......................................92Section VI Significant Events.............................................................................106 Section VII Changes in Shareholdings and Particulars about Shareholders ..139Section VIII Preference Shares ............................................................................150 Section IX Bonds.................................................................................................151 Section X Financial Statements........................................................................155 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 Financial Management Department; (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
I. Company Profile
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 profits and assets in financial statements disclosed respectively under overseas accounting standards and CAS. VIII. Key Financial Indicators by Quarter Unit: RMB
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 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 2024, as the reform of the pharmaceutical and healthcare system deepens and the industry undergoes transformation and upgrading, China’s pharmaceutical and healthcare sector has entered a critical period of change and adjustment. Due to the combined impact of many factors, the pharmaceutical and healthcare sector is experiencing slow growth. According to the China Pharmaceutical Enterprises Association, pharmaceutical industrial enterprises above designated size achieved flat year-on-year revenue in 2024, while profits decreased by 0.9% year on year. Driven by policy support, technological innovation and market demand, the pharmaceutical industry faces both opportunities and challenges. In terms of demand, on one hand, the accelerating aging of the population has led to an increased need for the diagnosis and treatment of chronic diseases, driving the expansion of both the medical services and pharmaceutical markets. At the same time, public recognition of traditional Chinese medicine (TCM) continues to rise, with TCM consumption scenarios extending into daily healthcare, driving continuous market growth. On the other hand, with the rising health consciousness, people are placing higher demands on the accessibility, safety, cost- effectiveness, and personalization of medical resources. In terms of supply, scientific and technological innovation continues to empower medicine and health. The application of artificial intelligence (AI), information technology, and other fields in TCM is continuously expanding, providing new opportunities for the innovative development of TCM. With the continued implementation of policies such as healthcare insurance and centralized procurement, pharmaceutical products need to further focus on clinical value to better meet the demands of modern society. Pharmaceutical companies are facing more challenges in quality management, innovation and R&D, and cost control. In terms of channels, there have been structural changes in the online and offline sales channels for pharmaceutical and healthcare products. Online channels continue to expand, with the exploration of “patient-centered” multi-models and scenarios emerging as a new trend. As the trend of offline retail chain and centralization is becoming more evident, retail channels differentiate themselves through more professional and meticulous services. With the regionally balanced deployment of high-quality medical resources, pharmaceutical products and services are extending further into grassroots areas, benefiting a wider range of patients.China attaches great importance to the development of TCM, continuously improving the mechanism for both several national ministries and commissions jointly issued the Opinions on Further Strengthening the Construction of Healthcare Culture in the New Era, stating that it is necessary to adhere to the inheritance and innovation, and promote the integration of TCM into production and life. The General Office of the State Council issued the Key Tasks Listed for Deepening Medical System Reform in 2024, proposing to promote the development of TCM inheritance and innovation, and support the entire industrial chain deployment of the leading enterprises in the TCM industry. The National Administration of Traditional Chinese Medicine issued the Action Plan for Standardization of Traditional Chinese Medicine (2024-2026) to provide strong support for promoting the modernization and industrialization of TCM and the high-quality development of TCM. The Several Opinions on Promoting the Development of Digital Traditional Chinese Medicine was issued with the aim of utilizing digital technology to empower the high-quality development of TCM. With the introduction of various policies, the TCM industry continues to move toward greater standardization. The leading enterprises in the TCM industry have accelerated the deployment across the industrial chain, further integrating the industry resources and accelerating the pace of industrial upgrading. In the “Big Health (holistic wellness)” industry, affected by macroeconomic fluctuations, ongoing economic structural adjustments, and other factors, consumer decision-making has become more cautious, and the consumer sector is facing increasing pressure. In 2024, the total retail sales of consumer goods for the year grew by 3.5% compared to the previous year, a slowdown from the 7.2% growth in 2023 (Source: National Bureau of Statistics). The overall performance of the consumer market has led to numerous challenges for the development of the “Big Health” industry. In addition to the demand for traditional medical services and medicines, there has been a diversified growth in the demand for health management, rehabilitation, physiotherapy, and healthcare services. The relevance of TCM to health management has been further reinforced, and consumers are increasingly seeking better ingredients, quality, and efficacy in “Big Health” products. In terms of channels, there is a clear trend toward the integration of online and offline platforms. Emerging channels such as social e-commerce and interest-based e-commerce have become crucial avenues for sales conversion, while offline chain channels are shifting focus toward disease prevention, health education, and health management. The penetration of health consumption demand into sub-county areas has created new growth opportunities for the industry. Based on the development trends in TCM and the “Big Health” industry across such aspects as demand, supply, and segmentation, pharmaceutical and “Big Health” enterprises must align with these trends and enhance their competitiveness through strategies such as R&D and innovation, product upgrading, management optimization, market expansion, thus achieving high-quality development. The Central Committee of the Communist Party of China 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 th with Chinese characteristics in the new era. The report to the 20 National Congress of the Communist Party of China has explicitly stated that we should “promote the inheritance and innovation of TCM.” The Yunnan Provincial Committee of the Communist Party of China and the provincial government place great emphasis on the development of the TCM industry, positioning the TCM industry as the key focus for developing agriculture of Yunnan plateau characteristics and an important part of the growth of “resource-driven economy.” The Three-year Action Work Plan for the High-quality Development of the TCM Industry in Yunnan Province (2025-2027) outlines the goal of building industrial clusters with Yunnan Baiyao Group serving as the “chain leader” to expand and strengthen the TCM industry. Yunnan Baiyao has always been committed to the inheritance and innovation of TCM, continuously exploring the intrinsic potential of traditional medicinal products, and promoting the integration of TCM into modern life. The Company continuously injects new vitality into its brand and products, forming a product portfolio with 40 categories and 416 varieties. In the pharmaceutical products domain, Yunnan Baiyao holds 567 drug approval numbers and 316 product varieties, including 222 types of Chinese patent medicines, 43 of which are exclusive varieties. The Company started with the century-old Yunnan Baiyao powder as its foundation and has gradually created a series of core pharmaceutical products in the field of musculoskeletal and minor wound care, covering all kinds of product forms such as aerosols, plasters, tinctures and woundplast, and has formed a competitive matrix of branded TCM in the areas of cold and anti-inflammatory, gastrointestinal digestion, cardiovascular medicines, and gynecological and pediatric medicines. In the field of health products, combining traditional Yunnan Baiyao products with oral care products, we have successfully created a group of oral care products, with the flagship product of Yunnan Baiyao Toothpaste, which has become a classic case of cross-sector innovation and reshaping of consumption by TCM enterprises. Based on the pharmaceutical science and technology, and drawing on the essence of natural plants, we have successfully created the scalp health care brand “Yangyuanqing.” Leveraging its successful development 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. In 2024, Yunnan Baiyao continued to maintain its market leadership in multiple business sectors. The Company’s core product, Yunnan Baiyao Aerosol, holds a 91.8% market share in the retail market for topical aerosols of Chinese patent medicine used for joint and muscle pain in the musculoskeletal system, ranking first in the market. Yunnan Baiyao segment, also ranking first in the market. Yunnan Baiyao (Powder) holds a 14.9% retail market share in the full-body Chinese patent medicine for bone injuries in the musculoskeletal system, ranking first in the market (Source: Sinohealth CHIS). Yunnan Baiyao Toothpaste continues to maintain the No.1 market share in the Chinese full-channel market in 2024 (Source: Nielsen Retail Data IQ 202412). In 2024, Yunnan Baiyao was selected as one of the top 25 companies in the 2024 Healthcare - The World’s Most Valuable and Strongest Pharmaceutical, Medical Device and Healthcare Service Brand Value Rankings published by Brand Finance, an international authoritative brand value consulting company, and once again ranked No.5 in the List of Top 100 Enterprises in China’s Pharmaceutical Industry. Yunnan Baiyao was also listed on the Fortune China 500 th th rd List published by Fortune China for the 15 consecutive year, ranking 385 ; and was ranked 33 in the List of Top 50 Global Pharmaceutical Companies by Pharmaceutical Executive in US.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, TCM Resources Business Group and Yunnan Pharmaceutical Co., Ltd (“Yunnan Pharma”). 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-based botanical supplements. 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, aiming to become the benchmark of the new concept of Chinese healthy lifestyle. By making full use of the characteristic medicinal plant resources of Yunnan Province, TCM Resources Business Group, while ensuring high quality, high efficiency and low cost supply of raw materials for Chinese medicines, has built a digitalized industrial chain ecosystem for TCM materials with the model of “1+1+N,” which consists of “1 TCM production, research and marketing integrated digital intelligence platform + 1 new specialized market for TCM materials at the origin + multi-dimensional synergies,” so as to support “excellent TCM products” by “excellent Yunnan TCM resources.” 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 Chinese leading TCM enterprise to a “Chinese leading, world-class” modern pharmaceutical industry group As a “chain leader,” the Company is committed to promoting coordinated development across the industrial chain, refining its focus on core areas, expanding the leadership of advantageous products, and accelerating the construction of the industrial system. Centered on the principles of “strengthening principal businesses, stabilizing growth, and ensuring sustainability,” we aim to create a comprehensive industrial chain for Yunnan-branded TCM materials. We will focus on expanding the long-term potential of pharmaceuticals, health products, TCM resources, and commercial logistics, thus achieving self-driven leapfrog development. In addition, based on the development strategy, the Company will scientifically validate and rapidly promote the Group’s internationalization strategy, and fully leverage the synergistic and promotional effects of “two markets” and “two resources” at home and abroad, focusing on expanding the reach of TCM products abroad, creating new growth opportunities for health products, and integrating international resources for the development of innovative medicines, so as to drive our sustained high-quality development through internationalization, and support the transformation of Yunnan Baiyao from a Chinese leading TCM enterprise to a “Chinese leading, world-class” modern pharmaceutical industry group.2. Transformation of the development model from “endogenous growth” to “intensive and extensive growth” The Company adopts a two-pronged growth strategy as the main growth model that combines internal efficiency improvement (“intensive growth”) with external market expansion (“extensive growth”). “Intensive growth” focuses on tapping potential and increasing efficiency to stabilize the fundamental base. It concentrates on the development foundations of the pharmaceutical, health, and distribution industries. Following the approach of maximizing overall benefits, it aims for systematic improvement and optimization across the industrial chain, value chain, and production growth” emphasizes foresight and insight. Based on the overall strategic requirements and orientation, we actively explore strategic mergers and acquisitions, strategic cooperation and other models to complement and strengthen the existing industrial segments, and quickly break through the existing growth bottlenecks. This dual approach enables the Company to build a healthy and sustainable industrial portfolio system, and achieve high-quality and sustainable development. 3. Transformation from training internal talents to the model of “training internal talents + introducing external talents” The Company believes in the pivotal role of talent in driving its development. It has established a systematic and scientific training system that offers diverse career development pathways, fostering both specialized knowledge and comprehensive skills, with the mutual development of talents and the Company as the objective. The Company concentrates its superior resources and actively introduces high-level professionals from multiple fields, including drug R&D, digital construction, and strategic investment. It continues to enhance its business capabilities in multiple dimensions, such as innovative R&D, lean operations, and investment and mergers & acquisitions. By nurturing internal talents, actively recruiting external experts, and fully utilizing its organizational environment for talent development and market resources, the Company strives to build a high-quality talent pool aligned with its future growth requirements. 4. Transformation from a traditional manufacturing enterprise to a smart enterprise based on digital operations The Company is committed to building a digital driving force and actively seeking transformation to digital operations with a strong customer-centric approach to enhance customer value and experience. By leveraging cutting- edge digital technologies such as cloud computing, big data, AI, 5G, and the Internet of Things, the Company drives innovation and development. The Company also seeks for transformation from a function-oriented process to a process that connects customer scenarios to drive the Company’s management change and organizational development. Also, the Company is moving beyond a unified “data base” and governance strategy to build a data-driven intelligent decision-making system “based on facts.” III. Analysis on Core Competitiveness (I) Brand strength Yunnan Baiyao is a well-established Chinese heritage brand with a history of over 123 years. Centered around the Yunnan Baiyao brand, the Company has expanded from a pharmaceutical brand into a multi-brand ecosystem covering personal healthcare products, crude drugs, and “Big Health” products. We have built a diverse portfolio of brands and continuously expanded our reach to target audiences, enhancing our brand value over the long term. The Company has been consistently listed in the brand value rankings of internationally authoritative organizations. During the reporting period, it was selected as one of the top 25 companies in the Healthcare - The World’s Most Valuable and Strongest Pharmaceutical, Medical Device and Healthcare Service Brand Value Rankings published by Brand rd Finance, ranked 33 in the List of Top 50 Global Pharmaceutical Companies by Pharmaceutical Executive in US, th st ranked 45 in the List of China’s Best Brands published by Interbrand, and ranked 71 in the Kantar BrandZ Top 100 st Most Valuable Chinese Brands list and 1 in the healthcare industry, etc.(II) Full industrial chain advantage In terms of TCM resources, we will further uphold our responsibilities as a chain leader, based on the strategic positioning of “the ‘chain leader’ with high-quality development of Yunnan TCM resources.” Relying on the authentic medicinal resources and location advantages of Yunnan Province, we will leverage Yunnan Baiyao’s accumulated expertise in in technology, brand, channel, capital and talent, as well as the demonstration, leading and driving role of the leading enterprise in industrial development. We have built a digitalized industrial chain ecosystem for TCM materials with the model of “1+1+N,” which consists of “1 TCM production, research and marketing integrated digital intelligence platform + 1 new specialized market for TCM materials at the origin + multi-dimensional synergies,” to promote the standardization, scaling, branding and digitalization of the TCM industry and transform resource advantages into industrial competitive advantages and long-term sustainable development advantages, so as to support “excellent TCM products” by “excellent Yunnan TCM resources.”Driven by its long-term and continuous investment in key strategic varieties of TCM materials, the Company has achieved a complete and closed-loop industrial chain from seed selection and cultivation to production and processing. This has established a robust supply system for strategic medicinal materials, effectively ensuring the quality stability of TCM raw materials and controlling the price fluctuations of strategic TCM raw materials. This system has laid the groundwork for the long-term and sustainable development of Yunnan Baiyao.(III) Continuous innovation capability Yunnan Baiyao consistently meets the rapidly evolving and upgrading consumer demand through continuous innovation. The Company is committed to integrating TCM into modern life through the consumer-centered “customer-oriented innovation,” “social innovation” based on government-industry-academia-research-medicine collaboration and “digital innovation” powered by advanced technologies such as AI, big data, and cloud computing.” of the health industry, and created classic examples of innovation and the integration of TCM products into daily life, such as “Yunnan Baiyao Woundplast” and “Yunnan Baiyao Toothpaste.”Looking ahead, the Company will continue to enhance its innovation capabilities by continuously improving the level of R&D and promoting digital and intelligent reform. We have set up more than 10 national and provincial scientific research platforms and R&D centers with many research institutions and universities, focusing on the field of medicine, strengthening the introduction of talents, scientific research and cooperation and exchanges, and enhancing collaboration between basic and clinical research to truly achieve the effective transformation of research achievements into cross-disciplinary innovation and development. The Company has positioned “AI+Medicine” as （未完）  |