股票代码：000538 股票简称：云南白药 公告编号：2025-31 云南白药集团股份有限公司 2025年第一次临时股东大会决议公告 （1）现场会议召开时间：2025 年 9 月 15 日上午 9:30。 （2）网络投票时间：通过深圳证券交易所交易系统进行网络投票的 时间为 2025 年 9 月 15 日 9:15-9:25，9:30-11:30 和 13:00-15:00；通过深 圳证券交易所互联网投票系统投票的时间为 2025 年 9 月 15 日 9:15-15:00。 2、现场会议召开地点：云南省昆明市呈贡区云南白药街 3686 号云 南白药集团股份有限公司总部白药空间二楼会议室。 重要提示：本公司及董事会全体成员保证信息披露内容的真实、准确、 完整，没有虚假记载、误导性陈述或重大遗漏。 重要提示： 1、本次股东大会未出现否决议案的情形。 2、本次股东大会未涉及变更前次股东大会决议。 一、会议召开和出席情况 （一）会议召开情况 1、召开时间： 2、中小股东出席的总体情况： 3、会议召开方式：本次股东大会以现场表决和网络投票相结合的方 式召开。公司将通过深圳证券交易所交易系统和互联网投票系统 1 / 4 ...

北京德恒（昆明）律师事务所 关于云南白药集团股份有限公司 2025 年第一次临时股东大会的 北京德恒（昆明）律师事务所 关于云南白药集团股份有限公司 2025 年第一次临时股东大会的 法律意见 云南白药集团股份有限公司： 北京德恒（昆明）律师事务所（下称"本所"）作为公司的常年法律顾问， 本次指派伍志旭律师、杨杰群律师出席公司 2025 年第一次临时股东大会（以下 简称"本次股东大会"），并按照律师行业公认的业务标准、道德规范及勤勉尽 责精神，对公司提供的与本次股东大会有关的文件资料进行了审查，现根据《公 司法》《证券法》《上市公司股东大会规则》及《公司章程》的规定，就公司本 次股东大会的相关事项出具如下法律意见： 法律意见 北京德恒（昆明）律师事务所 Beijing DeHeng Law Offices (KunMing) 云南省昆明市西山区西园路 126 号"融城优郡"B5 幢 3、4 层 电话（传真）：0871-63172192 邮编:650032 一、关于本次股东大会的召集和召开程序 本次股东大会由公司董事长张文学主持，符合法律、法规及《公司章程》的 规定。 二、关于出席本次股东大会人员的资格 经本所 ...

Core Viewpoint - Yunnan aims to develop its traditional Chinese medicine (TCM) industry into a significant economic pillar, targeting a scale of 200 billion yuan by enhancing deep processing and establishing a robust supply chain with leading enterprises like Yunnan Baiyao [1][5][7]. Group 1: Industry Development - Yunnan has a rich variety of medicinal resources, with 8,138 types of medicinal resources identified, accounting for 44.2% of the national total [4]. - The province's TCM market is experiencing a downward trend, with over 60% of monitored varieties showing price declines as of September 2025 [3]. - Despite price volatility, many farmers remain enthusiastic about cultivating medicinal herbs due to higher potential returns compared to traditional crops [3]. Group 2: Economic Transformation - The Yunnan government is focusing on transforming resource advantages into economic benefits through policies that promote the TCM industry [5][6]. - The "Three-Year Action Plan" aims for the TCM industry to maintain its national leadership, with a planting area of around 10 million mu and an annual output of over 1.5 million tons by 2027 [5][6]. Group 3: Supply Chain and Processing - Yunnan Baiyao is implementing a "six unifications" strategy to enhance the TCM supply chain, including unified planting areas and standardized management [7]. - The company has established several production bases for key medicinal herbs, aiming to retain value within the region through fresh processing [7][8]. Group 4: Market Expansion - The trend of "food and medicine homology" is gaining traction, with increasing consumer interest in health products derived from TCM, providing new market opportunities [9][10]. - Yunnan's geographical advantages and the Belt and Road Initiative are expected to enhance its role as a trading hub for TCM in Southeast Asia [11][12]. Group 5: International Trade - Yunnan has recently expanded its import capabilities for medicinal herbs, with significant volumes imported from neighboring countries, addressing domestic supply shortages [12]. - The establishment of new border ports is facilitating the trade of medicinal materials, further integrating Yunnan into international markets [11][12].

Core Viewpoint - Yunnan aims to develop its traditional Chinese medicine (TCM) industry into a "second tobacco industry" with a target of a trillion yuan industry, focusing on deep processing and the role of leading enterprises like Yunnan Baiyao [1][5][6] Industry Overview - Yunnan is recognized as an ideal region for TCM cultivation due to its favorable climate and long history of planting, with a consensus that "without Yunnan medicine, no prescription can be formed" [1] - The province has a significant advantage in medicinal resources, with 8,138 types of TCM resources, accounting for 44.2% of the national total [3] - The TCM market in Yunnan is experiencing a downward trend, with over 60% of monitored varieties expected to see price declines by September 2025 [2][5] Market Dynamics - The price of TCM seeds fluctuates significantly, with variations of 4-5 times, while the price of harvested TCM can vary by 25-30% [2] - The demand for TCM is expected to increase due to the growth of the health industry and the popularity of food-medicine products among younger consumers [1][8] Policy and Development Strategy - The Yunnan provincial government has introduced plans to enhance the TCM industry, including the "Yunnan TCM Planting and Breeding Area Planning (2025-2027)" and the "Three-Year Action Plan for High-Quality Development of Yunnan TCM Industry (2025-2027)" [5][6] - The goal is to maintain a planting area of around 10 million mu, with an annual output of over 1.5 million tons and a total industry chain output value exceeding 200 billion yuan by 2027 [5][6] Company Initiatives - Yunnan Baiyao is actively involved in enhancing the TCM industry by implementing a "six unification" strategy to strengthen the entire supply chain [6][7] - The company has established several production bases and is focusing on digital platforms to facilitate direct supply from the source, with a transaction volume exceeding 1.2 billion yuan [7][8] Product Innovation - Yunnan Baiyao is developing high-value-added products, including natural fragrances and functional cosmetics derived from TCM, to meet the growing consumer demand [8][9] - The trend of food-medicine integration is gaining traction, with companies exploring the potential of TCM products in mainstream markets [9] Trade and Export Opportunities - The establishment of new border ports for TCM imports is expected to enhance trade opportunities, with Yunnan leading the nation in both import volume and value [10][11] - The region's strategic location and participation in initiatives like the Belt and Road are anticipated to further solidify Yunnan's role as a TCM trading hub for South Asia and Southeast Asia [10][11]

Core Viewpoint - Yunnan Baiyao demonstrated resilient growth in the first half of 2025, overcoming multiple external challenges while optimizing its business structure [1] Financial Performance - The company achieved revenue of 21.26 billion yuan, representing a year-on-year increase of 3.9% [1] - The net profit attributable to shareholders reached 3.63 billion yuan, with a year-on-year growth of 13.9% [1] Business Structure Optimization - The industrial sales revenue accounted for 40.0% of total revenue, an increase of 2.6 percentage points year-on-year [1] - The gross margin improved to 30.9%, reflecting a year-on-year increase of 1.6 percentage points [1] Growth Drivers - The pharmaceutical and health product segments are driving growth through a dual-engine strategy [1] - The company is enhancing innovation and systematically advancing its pipeline layout [1] Valuation - Based on the average price-to-earnings ratio of comparable companies, a valuation of 23 times PE for 2025 is suggested, corresponding to a target price of 65.78 yuan, maintaining a "buy" rating [1]

Summary of Key Points Core Viewpoint - A total of 62 stocks received buy ratings from institutions today, with 7 stocks receiving initial attention from institutions. The average increase for these stocks was 2.01%, outperforming the Shanghai Composite Index [1][2]. Company Ratings - The stocks with the highest number of buy ratings include Yunnan Baiyao and Shandong Gold, each receiving 2 buy ratings [1]. - The stocks with significant upside potential based on target prices include Aofei Data, with a target price of 29.78 yuan, indicating a potential increase of 35.92% [1]. - Other notable stocks with high upside potential are Youyou Green Energy and Little Bear Electric, with expected increases of 34.56% and 24.84%, respectively [1]. Market Performance - Among the stocks rated as buy, 48 experienced price increases today, with some reaching the daily limit up, including Shannon Chip and Shenzhen South Circuit [1]. - The top gainers included Juhe Materials, Megmeet, and Oulu Tong, with increases of 12.79%, 7.91%, and 7.79%, respectively [1]. - Conversely, the stocks with the largest declines included Longxin General, San Sheng Guojian, and Shandong Gold, with decreases of 3.00%, 1.39%, and 1.35% [1]. Industry Focus - The electronics and basic chemicals sectors were the most favored, each having 9 stocks listed in the buy rating category. The machinery and petroleum sectors also attracted attention, with 7 and 6 stocks, respectively [2].

Investment Rating - The report maintains a "Buy" rating for the company, with a target price of 65.78 yuan based on a 23x PE valuation for 2025 [4][7]. Core Insights - The company has shown strong performance in the first half of 2025, achieving a revenue of 21.26 billion yuan, a year-on-year increase of 3.9%, and a net profit attributable to the parent company of 3.63 billion yuan, up 13.9% year-on-year [11]. - The business structure continues to optimize, with the industrial sales revenue accounting for 40.0% of total revenue, an increase of 2.6 percentage points year-on-year, and a gross margin of 30.9%, up 1.6 percentage points [11]. - The pharmaceutical and health product segments are driving growth, with the pharmaceutical segment achieving a revenue of 4.75 billion yuan, a 10.8% increase year-on-year, and the health product segment reaching 3.44 billion yuan, up 9.5% year-on-year [11]. Financial Summary - The company’s revenue is projected to grow from 39.11 billion yuan in 2023 to 46.78 billion yuan in 2027, with a compound annual growth rate (CAGR) of approximately 5.6% [6]. - The net profit attributable to the parent company is expected to increase from 4.09 billion yuan in 2023 to 6.15 billion yuan in 2027, reflecting a CAGR of about 9.6% [6]. - The earnings per share (EPS) are forecasted to rise from 2.29 yuan in 2023 to 3.44 yuan in 2027 [6]. Valuation Metrics - The company’s price-to-earnings (P/E) ratio is projected to decrease from 25.9 in 2023 to 17.3 in 2027, indicating an improving valuation over time [6]. - The price-to-book (P/B) ratio is expected to decline from 2.7 in 2023 to 2.2 in 2027, suggesting a more attractive valuation relative to its book value [6]. Market Performance - As of September 10, 2025, the company's stock price was 59.43 yuan, with a 52-week high of 64.36 yuan and a low of 47.77 yuan [7]. - The stock has shown a relative performance of 0% over the past week and a 6.33% increase over the past month [8].

Investment Rating - The report maintains a "Buy" rating for the company [4][7]. Core Views - The company demonstrates strong operational resilience, achieving a revenue of 21.26 billion yuan in the first half of 2025, representing a year-on-year growth of 3.9%. The net profit attributable to the parent company reached 3.63 billion yuan, up 13.9% year-on-year [11]. - The dual-engine growth from the pharmaceutical and health product segments is driving performance, with the pharmaceutical segment growing by 10.8% year-on-year, contributing significantly to overall revenue [11]. - The company is actively enhancing its innovation pipeline, with 16 major traditional Chinese medicine projects under secondary development and 37 ongoing projects, including innovative drug development focused on societal needs [11]. Financial Summary - Revenue (million yuan): 39,111 in 2023, projected to reach 42,417 in 2025, with a year-on-year growth of 6.0% [6]. - Net profit attributable to the parent company (million yuan): 4,094 in 2023, expected to grow to 5,110 in 2025, reflecting a 7.6% increase [6]. - Earnings per share (yuan): 2.29 in 2023, projected to increase to 2.86 in 2025 [6]. - Gross margin (%): Expected to rise from 26.5% in 2023 to 28.9% in 2025 [6]. - Net margin (%): Anticipated to improve from 10.5% in 2023 to 12.0% in 2025 [6]. - Return on equity (%): Expected to increase from 10.4% in 2023 to 12.7% in 2025 [6].

Group 1 - The event on September 7 featured guests visiting Yunnan Baiyao Group Co., Ltd. in Kunming, Yunnan Province as part of the 2025 Global South Media Think Tank High-end Forum [1] - Guests engaged with the Yunnan Baiyao Museum, learning about the company's development history and the closed-loop production system of traditional Chinese medicine from seed breeding to planting and processing [5][9] - Many guests expressed a deep interest in traditional Chinese medicine culture and purchased related products as souvenirs, indicating a positive reception of the company's offerings [5][9] Group 2 - The event highlighted the significance of traditional medicine, with guests from Guinea-Bissau noting that China has filled many gaps in herbal collection, medical education, and knowledge dissemination in Southern countries [9]

Core Viewpoint - The traditional Chinese medicine (TCM) industry is experiencing structural opportunities amid policy promotion, price adjustments, technological innovations, and differentiated demand, with mixed performance among leading companies in the sector [1] Revenue and Profit Analysis - Yunnan Baiyao achieved both revenue and net profit growth, reporting revenue of 21.257 billion yuan, up 3.92%, and a net profit of 3.633 billion yuan, up 13.93%, marking a historical high for the period [2][6] - In contrast, Pizhou Huang experienced declines in both revenue and net profit, with revenue of 5.379 billion yuan, down 4.81%, and a net profit of 1.442 billion yuan, down 16.22%, marking its first revenue decline since its listing in 2003 [2][6] - Other companies like Huayuan Sanjiu, Tongrentang, and Baiyunshan reported revenue growth without corresponding profit increases, with Baiyunshan's revenue at 41.835 billion yuan, up 1.93%, but net profit down 1.31% to 2.516 billion yuan [2][8] Industry Trends - The TCM industry is transitioning from resource dependence to quality orientation, with enhanced quality control of medicinal materials [3] - The industry is undergoing deep price adjustments, with supply chains facing both pressure and restructuring, leading to a differentiated pricing landscape for medicinal materials [3] Innovation and R&D Focus - Innovation is emphasized as a core driver for growth in the pharmaceutical industry, with major TCM companies focusing on various aspects of research and development [10] - Yunnan Baiyao is actively pursuing projects in innovative drug development and has over 160 ongoing projects, including several innovative drugs in clinical trials [10][11] - Huayuan Sanjiu has increased its R&D investment by 68.99% to 662 million yuan, with a total of 205 projects in progress, following its acquisition of a 28% stake in Tian Shili [11] Future Outlook - The ability of these companies to convert their strategic innovations and R&D efforts into performance growth remains to be seen, with expectations for future developments in the TCM sector [12]