Investment Rating - The report maintains a "Buy" rating for the company [5][4] Core Insights - The company achieved a revenue of 75.15 billion yuan in 2023, representing a year-on-year growth of 6.68%. The net profit attributable to the parent company was 4.06 billion yuan, with a year-on-year increase of 2.25% [2][4] - The company is focusing on enhancing its operational efficiency through cost reduction strategies and innovation in product offerings, particularly in the health sector [3][4] - The forecast for 2024-2025 shows a slight downward adjustment in revenue and net profit estimates, with projected revenues of 81.54 billion yuan and 88.22 billion yuan for 2024 and 2025, respectively [4][5] Financial Data Summary - Revenue (in million yuan): - 2022: 70,788.16 - 2023: 75,515.40 - 2024E: 81,536.82 - 2025E: 88,223.36 - 2026E: 95,709.95 - Net Profit (in million yuan): - 2022: 3,966.52 - 2023: 4,055.68 - 2024E: 4,548.60 - 2025E: 5,014.57 - 2026E: 5,545.24 - EPS (in yuan/share): - 2022: 2.44 - 2023: 2.49 - 2024E: 2.80 - 2025E: 3.08 - 2026E: 3.41 - P/E Ratio: - 2022: 12.38 - 2023: 12.11 - 2024E: 10.80 - 2025E: 9.79 - 2026E: 8.86 [1][4][8]

广州白云山医药集团股份有限公司 WUYIGE CERTIFIED PUBLIC ACCOUNTANTS LLP. 您可使用手机"扫一扫"或进入"注册会计师行业统一监管平台（http://ac.co.net 您可使用手机"扫一扫"或进入"注册会计师行业统一监管平台（http://ac.com/ 大信审字[2024]第 22-00007 号 大信会计师事务所(特殊普通合伙)_ 内控审计报告 4 1 层 WUYIGE Certified Public Accountants.LLP Room 2206 22/F, Xueyuan International Tower No.1 Zhichun Road, Haidian Dist. Beijing,China,100083 +86 (10) 82327668 unson davinena com on 内部控制审计报告 大信审字[2024]第 22-00007 号 广州白云山医药集团股份有限公司全体股东: 按照《企业内部控制审计指引》及中国注册会计师执业准则的相关要求,我们审计了广 州白云山医药集团股份有限公司(以下简称"白云山")2023年12月 31 日的财务 ...

Financial Performance - Net profit attributable to shareholders reached RMB 4,055,678,691.49 in 2023[1] - The company's net profit for 2023 is RMB 1,684,022,544.74[1] - Revenue for 2023 reached RMB 75,515,404 thousand, a 6.68% increase compared to 2022[12] - Net profit attributable to shareholders in 2023 was RMB 4,055,679 thousand, a 2.25% increase from 2022[12] - Operating cash flow decreased by 41.37% to RMB 4,103,625 thousand in 2023[12] - Total assets grew by 5.25% to RMB 78,586,878 thousand at the end of 2023[12] - Basic earnings per share (EPS) for 2023 was RMB 2.495, a 2.25% increase from 2022[14] - Weighted average return on equity (ROE) decreased by 0.90 percentage points to 12.07% in 2023[14] - Revenue for 2023 reached RMB 75,515,404 thousand, a year-on-year increase of 6.68%[19] - Net profit attributable to shareholders was RMB 4,055,679 thousand, up 2.25% year-on-year[19] - The company's revenue for the reporting period reached RMB 75,515,404 thousand, a year-on-year increase of 6.68%[40] - Revenue for the reporting period reached RMB 75,515,404 thousand, a year-on-year increase of 6.68%[46] - Net profit attributable to shareholders was RMB 4,055,679 thousand, up 2.25% year-on-year[46] - Operating cash flow decreased by 41.37% to RMB 4,103,625 thousand due to increased procurement settlements by subsidiaries[46] - Investment cash flow improved by 57.06% to RMB -3,114,859 thousand, driven by reduced bank deposits and equity investments[46] - The company's net cash flow from operating activities for 2023 was RMB 4,103,625 thousand, a decrease of RMB 2,895,451 thousand compared to the previous year[66] - The company's overall gross margin for the reporting period was 18.61%, with the major pharmaceutical segment achieving a gross margin of 48.74%[88] - The company's R&D investment for the reporting period was RMB 852.193 million, accounting for 1.13% of operating revenue and 2.32% of net assets, with a capitalization ratio of 8.22%[98] - The company's R&D investment is lower than the industry average of RMB 1.862709 billion, but higher than some peers like Guoyao (RMB 98.86474 million) and Tongrentang (RMB 366.08308 million)[98] - Sales expenses totaled RMB 6,104,738 thousand, with employee compensation accounting for 49.76% of the total sales expenses[101] - Advertising and promotional expenses amounted to RMB 1,082,172 thousand, representing 17.73% of the total sales expenses[101] - The company's total sales expenses accounted for 8.08% of its revenue, higher than the industry average of 5,846,395 thousand[103] - The company's external equity investment increased by RMB 221,578 thousand to RMB 1,805,641 thousand at the end of the reporting period[104] - The fair value change loss of other non-current financial assets was RMB 79,088 thousand, resulting in a year-end balance of RMB 1,005,936 thousand[107] - The company's investment in Chongqing Pharmaceutical Holdings decreased by RMB 2,859 thousand, with a year-end balance of RMB 129,182 thousand[108] - Wanglaoji Health Company achieved a net profit of RMB 1,459,802 thousand, with a total revenue of RMB 10,012,829 thousand and a total profit of RMB 4,434,130 thousand[111] - The pharmaceutical company generated a net profit of RMB 637,189 thousand, with a total revenue of RMB 52,538,650 thousand and a total profit of RMB 3,269,537 thousand[111] - The company's cash and cash equivalents as of December 31, 2023, were RMB 19,823,544 thousand, a decrease of RMB 981,155 thousand from the beginning of the year[62] - The company's bank borrowings as of December 31, 2023, were RMB 11,159,204 thousand, an increase of RMB 483,354 thousand from the beginning of the year[63] - The company's long-term liabilities as of December 31, 2023, were RMB 5,673,763 thousand, an increase of 56.20% from the end of 2022[63] - The company's equity attributable to shareholders as of December 31, 2023, was RMB 34,919,281 thousand, an increase of 8.90% from the end of 2022[63] - The company's accounts receivable turnover ratio for 2023 was 5.45 times, a decrease of 1.59% compared to 2022[62] - The company's inventory turnover ratio for 2023 was 5.49 times, an increase of 1.49% compared to 2022[62] - The company's debt-to-asset ratio as of December 31, 2023, was 53.33%, a decrease from 54.95% at the end of 2022[67] - The company's overseas assets as of December 31, 2023, were RMB 396,029 thousand, accounting for 0.50% of total assets[68] - Available distributable reserves amounted to RMB 8,389,265 thousand as of December 31, 2023[125] Dividends and Retained Earnings - The company plans to distribute a cash dividend of RMB 0.749 per share, totaling RMB 1,217,717,420.80[2] - The company's retained earnings at the end of the period were RMB 8,389,265,344.67[1] - The company's retained earnings at the beginning of the year were RMB 8,063,724,029.08[1] - The company's cash dividend for 2022 was RMB 1,190,078,974.68[1] Share Capital and Reserves - The company's total share capital is 1,625,790,949 shares[2] - The company's statutory surplus reserve for 2023 is RMB 168,402,254.47[1] Financial Statements and Audits - The company's financial statements are prepared in accordance with Chinese Accounting Standards[1] - The company's audit report was issued by Da Xin Certified Public Accountants[1] - The company's auditor is Da Xin Certified Public Accountants (Special General Partnership), located at Room 1504, College International Building, No. 1 Zhichun Road, Haidian District, Beijing[11] - The company's board confirmed that the financial statements for 2023 reflect a true and fair view of the group's financial position and cash flows[198] - The company's audit committee was established in August 1999 and is responsible for reviewing financial reporting quality, internal controls, and risk management systems[199] - The 9th board's audit committee was formed on May 30, 2023, with 4 independent non-executive directors as members[199] Company Information and Governance - Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited (GYBYS) is the legal Chinese name of the company, with its headquarters located at No. 45 Shamian North Street, Liwan District, Guangzhou, China[10] - The company's A-share is listed on the Shanghai Stock Exchange with the stock code 600332, and its H-share is listed on the Hong Kong Stock Exchange with the stock code 0874[11] - The company's registered and office address is at No. 45 Shamian North Street, Liwan District, Guangzhou, China, with no historical changes in the registered address[10] - The company's website is http://www.gybys.com.cn, and its annual reports are disclosed on the Shanghai Stock Exchange and Hong Kong Stock Exchange websites[10] - The company's legal representative is Li Chuyuan, and the Board Secretary is Huang Xuezhen[10] - The company's unified social credit code is 9144010163320680X7, and its annual reports are prepared at the Board Secretary's office[11] - The company's designated information disclosure newspapers include "Shanghai Securities News," "Securities Times," "China Securities Journal," and "Securities Daily"[10] - The company's Hong Kong office is located at Room 2005, 20th Floor, Tower 2, Lippo Centre, 89 Queensway, Hong Kong[10] - The company's initial registration date was September 1, and the registration location was No. 45 Shamian North Street, Liwan District, Guangzhou, China[11] - The company fully complied with the Corporate Governance Code under Appendix C1 of the Hong Kong Stock Exchange Listing Rules during the reporting period[129] - The company's governance structure complies with the requirements of the Company Law, Securities Law, and relevant regulations of the China Securities Regulatory Commission[133] - The company's internal control and risk management systems were deemed adequate and effective by the Audit Committee and the Board of Directors[134] - The company conducts semi-annual and annual internal control self-assessments and risk management reviews[136] - The company revised the Independent Director System and formulated the Working Rules for Independent Director Special Meetings to further promote standardized operations[138] - The company focused on advancing special audits of key subsidiaries, evaluating internal control systems, and providing reasonable audit opinions[139] - The company expanded the scope of risk monitoring and initially established a "1+N" online risk control supervision platform[139] - The company has established and revised the "Insider Information Registration System" to ensure compliance and prevent insider trading, with no violations reported as of the end of the reporting period[140] - The company has implemented measures to ensure independence from its controlling shareholder, Guangzhou Pharmaceutical Holdings Limited, in terms of assets, personnel, finance, and operations[142] - The company has addressed the issue of business competition with Huacheng Pharmaceutical, a subsidiary of Guangzhou Pharmaceutical Holdings, by initiating a transfer of Huacheng Pharmaceutical's 100% equity to the company, although the transfer has been delayed due to land valuation and relocation issues[143][144] - The company has a comprehensive governance structure that ensures equal rights for all shareholders, including minority shareholders, and adheres to relevant laws and regulations in convening and conducting shareholder meetings[145][147] - The company's 2022 Annual General Meeting was held on May 30, 2023, with all proposals approved, and the resolutions were disclosed in major financial newspapers on May 31, 2023[148] - The company's 9th Board of Directors consists of 11 members, including executive directors and independent non-executive directors, with terms starting from May 30, 2023[187][188] - The Board of Directors is responsible for major decisions including financial budgets, profit distribution, capital adjustments, and significant acquisitions[188] - The company has implemented a cumulative voting system for director elections, and independent non-executive directors can serve for a maximum of six consecutive years[189] - The company has purchased and maintained Directors and Officers Liability Insurance to provide appropriate protection for its directors, supervisors, and senior officers[185] - The company held 11 Board of Directors meetings in 2023, discussing matters such as periodic reports, appointment of financial and internal control audit institutions, related party transactions, and external investments[192] - The company has a clear division of responsibilities between the Chairman and the General Manager, with the Chairman overseeing Board operations and the General Manager managing daily production and operations[189] - All directors participated in continuous professional development during the reporting period, with the company arranging regular professional training for each director[190] - The company has established a standard code of conduct for securities transactions by directors and supervisors, with no reported violations during the reporting period[186] - The Board of Directors is responsible for corporate governance functions, including policy review, compliance monitoring, and training oversight for directors and senior management[191] - The company's directors and supervisors have no significant interests in any transactions, arrangements, or contracts involving the group's business during the reporting period[186] - The company held a total of 11 board meetings during the year, with 2 being in-person, 7 via communication methods, and 2 combining both in-person and communication methods[194] - The company has 4 independent non-executive directors, accounting for more than one-third of the board members[195] - Independent non-executive directors attended all 11 audit committee meetings during the reporting period[200] - The audit committee reviewed the company's 2022 and 2023 semi-annual financial reports, internal audit risk control reports, and fundraising usage reports[200] - The company's independent non-executive directors submitted confirmation letters regarding their independence in accordance with HKEX Listing Rule 3.13[197] - The company's independent non-executive directors did not raise any objections to board proposals or non-board review matters during the reporting period[196] - The company did not provide any loans or loan guarantees to directors, supervisors, or senior management during the reporting period[197] R&D and Innovation - The company invested RMB 782 million in R&D in 2023, obtaining 11 drug production approvals and 2 clinical trial approvals[23][24] - The company's subsidiary, Baiyunshan Hanyang, was included in the State Council's "Science and Technology Reform Enterprise" list[24] - The company's subsidiary, Baiyunshan Hanyang, obtained CNAS certification, enabling international-standard testing capabilities[24] - The company's subsidiary, Baiyunshan Hanyang, was recognized as a "Guangdong Provincial Specialized and Sophisticated SME"[24] - The company has 154 R&D projects in progress, covering new drug development, generic drug consistency evaluation, and secondary development of products[90] - The company secured 2 international awards, 2 national-level scientific research awards, and 1 provincial-level award during the reporting period[91] - The company applied for 134 patents, including 110 invention patents, and obtained 89 patent authorizations, including 67 invention patents[91] - The company obtained 2 drug clinical trial approval notices, 8 drug registration certificates, 3 chemical API marketing approval notices, and 1 drug supplementary application approval notice during the reporting period, enriching product variety and expanding overseas market business[94] - Key R&D projects include HG030 tablets (TRK inhibitor) for NTRK and ROS1 fusion mutation-positive solid tumors in Phase I clinical trials[92] - BYS10 tablets (RET inhibitor) for non-small cell lung cancer and medullary thyroid carcinoma are in Phase I clinical trials[93] - The company is conducting secondary development research on Shujin Jianyao Pills for lumbar disc herniation and lumbar spinal stenosis[93] - New drug approvals include Dapoxetine Hydrochloride Tablets (30mg and 60mg) for premature ejaculation treatment[95] - Overseas market expansion includes Xinyi Biyan Pills registered in Australia and Jiawei Huoxiang Zhengqi Pills registered in Canada[96] - The company has 3 chemical API marketing approvals for Cefdinir, Refined Olive Oil, and Chlorpheniramine Maleate[96] - R&D expenditure is capitalized only after entering Phase III clinical trials, with earlier stage expenses recognized as current period costs[97] - R&D investment in the freeze-dried human rabies vaccine (Vero cell) research project increased by 85.47% year-on-year to RMB 68,290.30 thousand[100] - The anti-tumor Trk inhibitor Class 1 new drug Phase Ib clinical trial research project saw a 16.95% decrease in R&D investment to RMB 22,625.71 thousand[100] - The anti-tumor chemical drug Class 1 new drug RET inhibitor BYS10 tablet Phase I clinical research project experienced a 22.60% decrease in R&D investment to RMB 19,385.41 thousand[100] Product Portfolio and Sales - The company's pharmaceutical retail network expanded to 157 stores, with 51 designated as "dual-channel" retail outlets[22] - The company launched new products such as Camellia-flavored herbal tea and durian-flavored herbal tea, enriching its health product portfolio[21] - The company's subsidiary, Baiyunshan Hospital, added six new medical departments and launched an internet hospital[22] - The company operates 28 pharmaceutical manufacturing enterprises, including 3 branches, 23 subsidiaries, and 2 joint ventures[30] - The company has 324 products included in the National Medical Insurance Catalog and 331 products in the Provincial Medical Insurance Catalog[30] - The company's major traditional Chinese medicine products include Xiaochaihu Granules, Banlangen Granules, and Huatuo Zaizao Pills[30] - The company's chemical drug products include Jinge (Sildenafil Citrate) and Amoxicillin[31] - The company's health products include Wanglaoji Herbal Tea, Ciliji Series, and Lixiaoji Series[32] - The company's medical business is in the layout and investment expansion phase, focusing on medical services, traditional Chinese medicine health, modern elderly care, and medical devices[32] - The company has established a unified procurement platform to manage the procurement of raw materials, packaging materials, and equipment, improving bargaining power and risk resistance[33] - The company has integrated internal sales resources and established an e-commerce sales system, including flagship stores on Tmall and JD.com[35] - The company operates 157 retail pharmaceutical outlets, including 60 "Jianmin" pharmacy chain stores, 63 Guangzhou Pharmaceutical chain stores, 22 Hainan Guangyao Chenfei chain stores, and 12 retail stores under subsidiaries[37] - The company has over 2,000 product specifications and more than 90 exclusive production varieties, with 40 different dosage forms[41] - The company owns 10 China Famous Trademarks, 22 Guangdong Famous Trademarks, and 27 Guangzhou Famous Trademarks, including the well-known brands "Wanglaoji" and "Baiyunshan"[41] - The company has 12 member enterprises certified as China Time-honored Brands, with 6 national intangible cultural heritage items[42] - The company and its joint ventures operate over 80 GAP-certified medicinal material bases[43] - The company has established the largest pharmaceutical logistics distribution center in South China and serves over 30 provinces, municipalities, and autonomous regions[43] - The company possesses 5 national-level R&D institutions, 1 national-level enterprise technology center, and 2 postdoctoral workstations[44] - The company has a high-level talent pool including 3 Nobel laureates, 21 academicians

Financial Performance - The company achieved a consolidated net profit attributable to shareholders of RMB 4,055,678,691.49 for the fiscal year ending December 31, 2023, representing a significant increase from the previous year's net profit of RMB 1,684,022,544.74[6]. - The company's operating revenue for 2023 reached RMB 75,515,404 thousand, an increase of 6.68% compared to RMB 70,788,155 thousand in 2022[26]. - Net profit attributable to shareholders for 2023 was RMB 4,055,679 thousand, reflecting a growth of 2.25% from RMB 3,966,522 thousand in the previous year[26]. - The total profit for the year was RMB 5,110,498 thousand, an increase of 1.33% compared to the previous year[47]. - The net profit after deducting non-recurring gains and losses was RMB 3,635,521 thousand, which is a 9.53% increase from RMB 3,319,308 thousand in 2022[26]. - The company's total assets at the end of 2023 amounted to RMB 78,586,878 thousand, up 5.25% from RMB 74,665,299 thousand in 2022[26]. - The company's total liabilities increased by 2.15% to RMB 41,909,054 thousand compared to RMB 41,027,441 thousand in the previous year[26]. - The gross profit margin for the main business improved slightly to 18.61%, an increase of 0.05 percentage points year-on-year[62]. - The total comprehensive income for the year ended December 31, 2023, was approximately CNY 4.25 billion, a slight decrease of 0.3% compared to CNY 4.26 billion in 2022[145]. Dividends and Profit Allocation - The proposed cash dividend is RMB 0.749 per share, totaling RMB 1,217,717,420.80, based on a total share capital of 1,625,790,949 shares[6]. - The company plans to retain the remaining undistributed profits for future allocation, with no capital reserve fund conversion to share capital for this year[6]. Compliance and Transparency - The board of directors has confirmed the accuracy and completeness of the financial report, which was audited by Da Xin Certified Public Accountants[6]. - The company is committed to maintaining transparency and has ensured that all information is available on the Shanghai Stock Exchange and Hong Kong Stock Exchange websites[5]. - The company emphasizes compliance with Chinese accounting standards in its financial reporting[5]. - The annual report is available in both Chinese and English, with the Chinese version being the authoritative text in case of discrepancies[8]. - The audit committee confirmed that the financial reports accurately reflect the company's financial status without any significant misstatements or fraud[126]. Market and Industry Trends - The pharmaceutical industry is experiencing a transformation period, facing challenges such as price reductions and rising raw material costs, while also benefiting from policies promoting innovation and development[25]. - The overall trend in the pharmaceutical industry indicates continuous growth in demand due to an aging population and increased health awareness, supported by government policies[24]. - The company is focused on future growth strategies, including potential market expansions and new product developments[5]. Product and Service Development - The company operates 28 pharmaceutical manufacturing entities, including 12 time-honored Chinese medicine brands, with 324 products included in the National Medical Insurance Catalog[18]. - The health products segment includes beverages and health supplements, with strong brand value in the herbal tea market, particularly the Wanglaoji brand, which holds a significant market share in China[20]. - The company is expanding its healthcare services and medical device investments, focusing on traditional Chinese medicine and modern elderly care[22]. - The company is leveraging digital and intelligent technologies to create new development opportunities in the pharmaceutical sector[24]. - Key products such as Qingkailing series and Wanglaoji herbal tea saw significant sales growth during the reporting period[49]. Financial Management and Investments - The company's cash flow from operating activities decreased by 41.37% to RMB 4,103,625 thousand from RMB 6,999,076 thousand in 2022[26]. - The company invested RMB 3.34 billion to establish the WBA Alliance Fund, marking a significant step in its transformation in the biopharmaceutical health industry[57]. - Research and development expenses totaled RMB 782,144 thousand, a decrease of 4.55% compared to RMB 819,454 thousand last year[59]. - The company plans to enhance its marketing integration and innovation models, particularly in the OTC market and e-commerce, to drive growth[104]. Employee and Organizational Development - The total number of employees in the group is 28,048, with 2,062 in the parent company and 25,986 in major subsidiaries[111]. - The company emphasizes employee development through a comprehensive training system that covers all levels of staff, from production workers to senior management[118]. - The company has a diverse educational background among employees, with 10,057 holding bachelor's degrees and 799 holding postgraduate degrees[115]. Audit and Internal Control - The audit committee held 11 meetings in 2023, reviewing the financial reports for 2022 and the first three quarters of 2023, ensuring compliance and accuracy[123]. - The company has established a robust internal control system, ensuring compliance with laws and regulations, and protecting shareholder rights[128]. - The company reappointed Da Xin Certified Public Accountants as its financial audit firm for 2023, confirming their qualifications and independence[124]. Strategic Initiatives - The company will focus on the integration of digital economy and pharmaceutical health industry in 2024, aiming for high-quality development across various business segments[104]. - The company plans to accelerate its overseas market expansion to increase international brand recognition[107]. - The company will continue to strengthen capital operations and explore opportunities for mergers and acquisitions to optimize its business structure[109].

广州白云山医药集团股份有限公司 审计报告 大信审字[2024]第 22-00008 号 大信会计师事务所(特殊普通合伙) WUYIGE CERTIFIED PUBLIC ACCOUNTANTS LLP. 您可使用手机"扫一扫"或进入"注册会计师行业统一监管平台（http://scc.mof.gov.cn】 ( http:// 报告编码:京245YF WUYIGE Certified Public Accountants.L Room 2206 22/F,Xueyuan International Tower No.1 Zhichun Road Haidian Dist. Belling China 100083 审计报告 大信审字[2024]第 22-00008 号 广州白云山医药集团股份有限公司全体股东: 一、审计意见 我们审计了广州白云山医药集团股份有限公司(以下简称"贵公司")的财务报表,包 括 2023年12月 31日的合并及母公司资产负债表,2023年度的合并及母公司利润表、合并及 母公司现金流量表、合并及母公司股东权益变动表,以及财务报表附注。 我们认为,后附的财务报表在所有重大方面按照企业会计准 ...

广州白云山医药集团股份有限公司 董事会审核委员会实施细则 第二条 委员会为董事会辖下设立的专业委员会，对董事会负责。 第三条 本公司特制定本实施细则,以明确委员会的权力与职责。 委员会应以本实施细则为依据，行使董事会授予的权力，履行委员会 的职责，向董事会作出报告及提出建议，以提高董事会的效率、报告 水平、透明度及客观度。 第二章 组成 第四条 委员会由至少三名非执行董事组成，其中独立非执行董 事委员应当占委员会总数的过半数。委员会委员由董事会委任，应当 为不在公司担任高级管理人员的董事。公司现任外聘审计机构的前任 合伙人在其离职或不再享有现任外聘审计机构的财务利益之日（以日 期较后者为准）起计两年内不得担任委员会成员。 委员会设主任一名，由董事会委任独立非执行董事委员担任， 负责主持委员会的工作。委员会主任应当为会计专业人士。 1 第五条 委员会委员的任期三年，任期起止时间应与当届董事任 期的起止时间一致。委员会委员任期届满，可连选连任。如有委员于 任期内不再担任本公司董事职务，则自动失去委员资格，董事会应根 据上述第四条规定补足委员人数。 第六条 委员会的成员应该得到适当的薪酬，以反映各位成员在 委员会服 ...

作为独立董事，我已向公司提供了独立性确认函，我未在公司担任除独立董 事以外的任何职务，与公司及其主要股东、实际控制人不存在直接或者间接利害 关系，或者其他可能影响我进行独立客观判断的关系，不存在影响独立性的情况。 广州白云山医药集团股份有限公司 独立董事2023年度述职报告 2023年度（"本报告期"），我严格按照《公司法》《上市公司治理准则》 《上市公司独立董事管理办法》《上海证券交易所股票上市规则》《香港联合证 券交易所有限公司证券上市规则》《上市公司治理准则》及广州白云山医药集团 股份有限公司（"本公司"或"公司" ）的《公司章程》《董事会议事规则》 《独立董事制度》《独立董事年报工作制度》的规定，忠实、勤勉地履行了独立 董事的职责，谨慎、认真、恰当地行使了独立董事的职权，积极认真地出席了专 门委员会会议、董事会会议和股东大会，并充分发挥我的经验和专长，在完善本 公司治理和重大决策等方面做了许多工作，对有关事项发表了中肯、客观的意见， 切实维护了本公司广大股东的利益。现将我于2023年度履行职责的情况汇报如 下： 一、基本情况 孙宝清女士，53 岁，研究生学历，教授，研究员，博士生导师。孙女士为国 家呼 ...

关于本报告 广州白云山医药集团股份有限公司连续 16 年发布社会责任报告，反映本公司、下属及合营企业在经济、社会、环境及 公司治理等方面的社会责任理念、实践和相关绩效，向各利益相关方披露践行 ESG 发展理念的成果，希望加强与社会 各界的沟通，凝聚共识，促进企业健康可持续发展。 时间范围 2023 社会责任报告暨 ESG（环境、社会及管治）报告 1 2023 年 1 月 1 日至 2023 年 12 月 31 日，部分内容往前后年度适度延伸。 报告范围 本报告以"广州白云山医药集团股份有限公司"为主体，涵盖本公司下属及合营企业，除特别说明外，报告范围与本 公司年报一致。广药白云山定期审阅报告范围，以确保涵盖公司整体业务组合的最大影响。 主要数据范围 管理 以"广州白云山医药集团股份有限公司"为主体， 包括其下属及合营企业。 财务 财务数据摘自广州白云山医药集团股份有限公司 2023 年年度报告。 广州白云山医药集团股份有限公司及下属公司所聘 用人员，相关案例延伸至合营企业。 员工 广州白云山医药集团股份有限公司及下属公司。 环境（排放物、能源耗量） 编制依据 数据来源 报告中所使用数据均来自公司正式文件、统计 ...

广州白云山医药集团股份有限公司 独立董事2023年度述职报告 作为广州白云山医药集团股份有限公司（"本公司"或"公司" ）独立董 事，2023年度（"本报告期"），本人严格按照《公司法》《上市公司治理准则》 《上海证券交易所股票上市规则》《香港联合证券交易所有限公司证券上市规则》 及广州白云山医药集团股份有限公司（"本公司"或"公司" ）的《公司章程》 《董事会议事规则》《独立董事制度》《独立董事年报工作制度》的规定，忠实、 勤勉地履行了独立董事的职责，谨慎、认真、恰当地行使了独立董事的职权，积 极认真地出席了专门委员会会议、董事会会议和股东大会，并充分发挥我的经验 和专长，在完善本公司治理和重大决策等方面做了许多工作，对有关事项发表了 中肯、客观的意见，切实维护了本公司广大股东的利益。现将我于2023年度履行 职责的情况汇报如下： 一、基本情况 王卫红女士，61 岁，研究生学历，管理学硕士，管理学教授，广东省人民政 府参事室参事，广东省政协第九届、第十届和第十一届委员、第十二届咨询委员 会委员。王女士毕业于湖南财经学院（现湖南大学），于 1986 年 7 月参加工作， 曾先后任湖南财经学院贸易经济系讲师、教 ...

证券代码：600332 证券简称：白云山 公告编号：2024－013 广州白云山医药集团股份有限公司 关于 2023 年度募集资金存放与实际使用情况的专项报告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重大遗 漏，并对其内容的真实性、准确性和完整性承担法律责任。 根据中国证券监督管理委员会（以下简称"中国证监会"）发布的 《上市公司监管指引第 2 号—上市公司募集资金管理和使用的监管要求》 《上海证券交易所上市公司自律监管指引第 1 号—规范运作》以及《上 海证券交易所上市公司自律监管指南第 1 号—公告格式》的相关规定， 广州白云山医药集团股份有限公司（以下简称"本公司"、"公司"或 "白云山"）就 2023 年度募集资金存放与实际使用情况专项说明如下： 一、募集资金基本情况 （一）扣除发行费用后的实际募集资金金额及资金到账时间 根据本公司第六届董事会第八次会议及第六届董事会第十三次会议 决议，经中国证监会出具的《关于核准广州白云山医药集团股份有限公 司非公开发行股票的批复》（证监许可【2016】826 号）核准，本公司 非公开发行人民币普通股 334,711,699 股（A 股 ...