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 2024 年第二次临时股东大会的 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 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， 本次指派王晓磊律师、杨杰群律师出席公司 2024 年第二次临时股东大会（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 次股东大会的相关问题出具如下法律意见： 一、关于本次股东大会的召集和召开程序 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 2024 年第二次临时股东大会的 根据公司提供的有关资料及公开披露的信息，表明公司董事会已于 2024 年 5 月 24 日召开了会议，作出了关于召开本 ...

Investment Rating - The report maintains an "Outperform" rating for Yunnan Baiyao with a target price of RMB 73.36 for 2024, based on a 28X PE multiple [5][15] Core Views - Yunnan Baiyao is entering a new reform stage, focusing on its core business and improving quality and efficiency to drive growth [5] - The company's pharmaceutical business is the core sector, leveraging OTC channels and brand advantages to drive rapid growth [2][11] - The health products business is exploring existing potential and actively expanding diversified channels, with Yunnan Baiyao toothpaste maintaining a 24.6% domestic market share [2][12] - The traditional Chinese medicine resources division ensures strategic supply advantages, with Sanqi herb external sales revenue up 81% YoY [2][13] - The company has a clear short, medium, and long-term R&D strategy, focusing on innovation to drive sustainable long-term development [3][14] Financial Performance - In 2023, Yunnan Baiyao achieved revenue of RMB 39.11 billion, up 7.19% YoY, and net profit attributable to shareholders of RMB 4.09 billion, up 36.41% YoY [2][10] - For Q1 2024, the company achieved revenue of RMB 10.77 billion, up 2.49% YoY, and net profit attributable to shareholders of RMB 1.70 billion, up 12.12% YoY [2][10] - The pharmaceutical business achieved revenue of RMB 6.48 billion in 2023, up 8.16% YoY, with core products showing steady growth [2][11] - The health products business achieved revenue of RMB 6.42 billion in 2023, up 6.50% YoY [2][12] - The traditional Chinese medicine resources division achieved external revenue of RMB 1.71 billion in 2023, up about 22% YoY [2][13] Financial Forecasts - The report forecasts 2024-2026 revenue of RMB 43.23 billion, RMB 46.33 billion, and RMB 49.45 billion, with YoY growth rates of 10.5%, 7.2%, and 6.7% respectively [4][5] - Net profit attributable to shareholders is expected to be RMB 4.68 billion, RMB 5.21 billion, and RMB 5.73 billion for 2024-2026, with growth rates of 14.3%, 11.4%, and 10.1% respectively [5] - EPS is forecasted to be RMB 2.62, RMB 2.92, and RMB 3.21 for 2024-2026 [5] - The gross margin is expected to remain stable, increasing slightly from 26.5% in 2023 to 26.9% in 2026 [4][5] Business Segments - The pharmaceutical business saw strong growth in core products, with aerosol revenue exceeding RMB 1.7 billion, up 15.27% YoY, and branded traditional Chinese medicine products like Pudilan anti-inflammatory tablets and Huoxiang Zhengqi liquid growing rapidly [2][11] - The health products business is focusing on oral health and care products, with core product Yangyuanqing achieving sales exceeding RMB 300 million, up 36% YoY [2][12] - The traditional Chinese medicine resources division is focusing on regional resource advantages, ensuring supply stability and building a leading platform in the industry [2][13] R&D Strategy - The company has established four R&D centers and is focusing on short-term projects like secondary development of listed products, medium-term projects in innovative traditional Chinese medicine, and long-term projects in innovative drug R&D [3][14] - Short-term R&D projects include Gongxuening capsule secondary development and Qixuekang oral liquid, which have made progress [3][14] - Medium-term R&D focuses on transdermal patch formulations and trauma field development [3][14] - Long-term R&D is centered on innovative drug transformation and exclusive products, with a focus on nuclear medicine [3][14]

Investment Rating - The report maintains an "Outperform" rating for the company, with an expected price-to-earnings (PE) ratio of 23-28x for 2024, corresponding to a fair value range of 60.26-73.36 yuan [9][11]. Core Insights - The company reported a revenue of 39.111 billion yuan in 2023, a year-on-year increase of 7.19%, and a net profit attributable to shareholders of 4.094 billion yuan, up 36.41% year-on-year [5][6]. - For Q1 2024, the company achieved a revenue of 10.774 billion yuan, a 2.49% increase year-on-year, and a net profit of 1.702 billion yuan, reflecting a 12.12% growth year-on-year [5][6]. - The pharmaceutical segment showed steady growth, with revenue reaching 6.481 billion yuan in 2023, a year-on-year increase of 8.16% [6]. - The health products segment also grew, achieving revenue of 6.422 billion yuan in 2023, a 6.50% increase year-on-year [6]. - The traditional Chinese medicine resources division reported a revenue of 1.71 billion yuan, a significant year-on-year growth of approximately 22% [6]. Financial Summary - The company’s revenue is projected to grow from 39.111 billion yuan in 2023 to 49.451 billion yuan by 2026, with a compound annual growth rate (CAGR) of approximately 6.7% [7][10]. - Net profit is expected to increase from 4.094 billion yuan in 2023 to 5.734 billion yuan in 2026, with growth rates of 36.4%, 14.3%, 11.4%, and 10.1% for the respective years [7][10]. - The gross margin is projected to improve slightly from 26.5% in 2023 to 26.9% by 2026 [10].

Group 1: Company Progress and Strategy - The company has established a digital infrastructure for the Sanqi industry chain, enhancing quality stability and traceability of raw materials, thereby promoting industry upgrades [2] - The "Digital Sanqi Industry Platform" experience is being replicated across other traditional Chinese medicine supply chains, including various local medicinal materials [2] Group 2: Provincial Pharmaceutical Company Performance - In 2023, the Provincial Pharmaceutical Company achieved a main business revenue of CNY 24.49 billion, a year-on-year increase of 5.63% [3] - The company improved operational efficiency, with order fulfillment rates increasing by 7.4%, response speed by 22%, and delivery speed by 19% [4] Group 3: Core Product Sales Performance - The core product line, including Yunnan Baiyao aerosol, generated over CNY 1.7 billion in sales, a growth of 15.27% [5] - Other products like Yunnan Baiyao plaster and capsules also saw significant sales, with revenues exceeding CNY 900 million and CNY 600 million respectively [5] Group 4: Health Products Division Marketing Strategies - The Health Products Division focused on oral health and personal care, enhancing brand exposure through online and offline campaigns, including over 14,700 promotional events across 1,465 cities [7] - The division aims to become an integrated provider of oral health and personal care solutions, leveraging data platforms for sustainable growth [8] Group 5: Secondary Development Projects - The "Gongxue Ning Capsule" project has made progress, with 1,791 cases enrolled for clinical observation, expected to complete by the end of 2024 [8] - Ongoing clinical studies for Yunnan Baiyao capsules and other products are advancing, with preliminary results indicating positive effects on vascular health [8]

Group 1: Investor Relations Activity - The meeting was categorized as a specific target research activity [1] - Participants included representatives from various financial institutions [1] - The meeting took place on June 4, 2024, at the company's headquarters [1] Group 2: Company Overview - The main focus of the meeting was to understand the company's production and operational status [1] - Key personnel from the company included the board secretary and investor relations representatives [1]

Group 1: Investor Relations Activity - The meeting was categorized as a specific target research activity [1] - The event took place on June 3, 2024, at the company's headquarters [1] - Participants included representatives from various securities and investment firms [1] Group 2: Company Overview - The main focus of the meeting was to understand the company's production and operational status [1] - The meeting was attended by the company's securities affairs representative and investor relations management [1] Group 3: Attachments and Documentation - The meeting records were included as an attachment [1] - The documentation was dated June 3, 2024, which is a Monday [1]

Financial Performance - In Q1 2024, the company achieved revenue of CNY 10.774 billion, a year-on-year increase of 2.49% [1] - The net profit attributable to shareholders reached CNY 1.702 billion, up 12.12% year-on-year [1] - For the full year 2023, total revenue was CNY 39.111 billion, an increase of 7.19% from CNY 36.488 billion in 2022 [1] - The net profit attributable to shareholders for 2023 was CNY 4.094 billion, a significant rise of 36.41% [1] - Basic earnings per share for 2023 were CNY 2.29, with a return on equity of 10.51%, up 2.64 percentage points from the previous year [1] Growth Drivers - The rapid revenue growth in the pharmaceutical segment is attributed to collaborations with institutions for clinical research, enhancing product lifecycle and market potential [2] - Marketing strategies included large-scale promotions and partnerships with chain pharmacies, leading to increased industrial chain performance [2] - Organizational improvements through talent development initiatives have enhanced management efficiency and product quality [2] Product Performance - The sales of the anti-hair loss product line "Yangyuanqing" exceeded CNY 300 million in 2023, marking a 36% year-on-year growth [3] - During the "Double 11" shopping festival, "Yangyuanqing" achieved significant online sales, ranking first in the domestic anti-hair loss category on platforms like Tmall and Douyin [4] Future Plans - The Traditional Chinese Medicine (TCM) resource segment aims to build a stable and high-quality supply chain for local medicinal materials, focusing on user needs and resource development [5] - The brand medicine sector plans to expand by leveraging the advantages of Yunnan's medicinal materials and enhancing processing capabilities [5] - The natural plant extraction segment will focus on sustainable development and market share expansion through innovative production techniques [5] - The pharmaceutical service segment will develop comprehensive solutions for TCM, enhancing market presence and creating a competitive advantage in the herbal medicine sector [5]

Group 1: Sales Performance - In 2023, Yunnan Baiyao toothpaste held a domestic market share of 24.60%, maintaining the top position in the market [2] - During the "Double 11" shopping festival, Yunnan Baiyao's flagship store on Tmall achieved over 100 million in sales for the first time, becoming the first flagship store to reach this milestone with a single toothpaste product [2] - Other traditional Chinese medicine products, such as Pudilan Anti-inflammatory Tablets and Huoxiang Zhengqi Water, achieved sales revenues exceeding 100 million, with year-on-year growth of approximately 16% and 124%, respectively [4] Group 2: Marketing Strategies - The company employs a dual approach of online and offline marketing to enhance brand exposure and expand market share [2] - Online strategies include collaborations with major e-commerce platforms and creative live streaming on platforms like Douyin [2] - Offline promotions included over 14,700 events across 1,465 cities, enhancing brand visibility through various campaigns [3] Group 3: Future Outlook - The company aims to position itself as a comprehensive health solution provider, focusing on the pharmaceutical industry and strengthening its core competencies [5] - Future strategies will emphasize the core position of traditional Chinese medicine, enhancing the competitive capacity of the entire industry chain [5] - The company plans to develop a strategic investment capability and risk management system to support healthy and efficient growth of core and innovative businesses [6] Group 4: R&D Progress - Yunnan Baiyao's subsidiary received approval for clinical trials of Fluorobufen Gel Patch, which is intended for pain relief and anti-inflammatory treatment [6]

Group 1: Investor Relations Activity - The investor relations activity was categorized as a phone survey [1] - Participants included representatives from Hongtu Innovation Fund [1] - The meeting took place on May 31, 2024, at the company's headquarters [1] Group 2: Meeting Purpose - The main purpose of the meeting was to understand the company's production and operational status [1] - The meeting involved discussions with the company's securities affairs representative and investor relations management [1]

Financial Performance - In Q1 2024, the company achieved a revenue of 10.774 billion CNY, a year-on-year increase of 2.49% [2] - The net profit attributable to shareholders was 1.702 billion CNY, up 12.12% year-on-year [2] - The basic earnings per share reached 0.95 CNY, reflecting an 11.76% increase [2] - The weighted average return on equity was 4.18%, an increase of 0.31 percentage points year-on-year [2] Core Product Sales - The core product series maintained a strong growth trend in 2023, with a gross margin of 70.6% [3] - Sales revenue from Yunnan Baiyao aerosol exceeded 1.7 billion CNY, growing by 15.27% year-on-year [3] - Other products, including Yunnan Baiyao adhesive bandages and ointments, also reported significant sales, with revenues over 900 million CNY and 600 million CNY respectively [3] Herbal Material Pricing Impact - The Chinese herbal resources division generated 1.71 billion CNY in external revenue, a year-on-year increase of approximately 22% [4] - The external sales of the herb Sanqi saw a substantial growth of 81% [4] - Despite a general increase in herbal material prices, the company's input material price increase was significantly lower than the industry average, which rose by 17.3% [4] Dividend Distribution - In 2023, the dividend plan was set at 20.77 CNY per 10 shares, totaling 3.706 billion CNY, which accounted for 90.53% of the net profit attributable to shareholders [5] - The company has consistently paid dividends for 31 years since its listing, with cumulative cash dividends exceeding 24.4 billion CNY [5]