Definitions This chapter defines and explains professional terms, company entity abbreviations, and industry-specific vocabulary used in the report - Key professional terms, company entity abbreviations, and industry-specific vocabulary such as GMP, GAP, and GSP are defined and explained101112 Company Profile and Key Financial Indicators This chapter presents the company's basic information, listing details, and key financial indicators for H1 2025, highlighting revenue growth, profit decline, and a significant drop in operating cash flow Company Basic Information This section provides an overview of the company's legal name, contact details, registered addresses, and dual listing information on the Shanghai and Hong Kong stock exchanges - The company is an A+H share dual-listed company, with A-shares listed as 'Baiyunshan' (code 600332) and H-shares as 'Baiyunshan' (code 0874)15 Key Accounting Data and Financial Indicators The company reported RMB 41.835 billion in operating revenue, a 1.93% increase, but net profit attributable to the parent declined by 1.31% to RMB 2.516 billion, with operating cash flow significantly decreasing by 66.79% Key Accounting Data | Key Accounting Data | Current Period (RMB Yuan) | Prior Period (RMB Yuan) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 41,834,546,114 | 41,042,815,088 | 1.93 | | Total Profit | 3,090,416,329 | 3,229,403,377 | (4.30) | | Net Profit Attributable to Parent Company Shareholders | 2,516,140,987 | 2,549,565,302 | (1.31) | | Net Profit Attributable to Parent Company Shareholders (Excluding Non-recurring Items) | 2,205,589,254 | 2,340,832,630 | (5.78) | | Net Cash Flow from Operating Activities | (3,397,136,268) | (2,036,740,495) | (66.79) | | Basic Earnings Per Share (RMB/share) | 1.548 | 1.568 | (1.31) | - Net cash flow from operating activities significantly decreased by 66.79% year-on-year, primarily due to lower receivables collection and increased payments for purchases by the company's subsidiaries during the reporting period18 Non-recurring Gains and Losses Items and Amounts The company's total non-recurring gains and losses reached RMB 311 million, mainly from fair value changes of financial assets/liabilities and government grants Non-recurring Gains and Losses Items | Non-recurring Gains and Losses Item | Amount (RMB Yuan) | | :--- | :--- | | Gains and Losses from Financial Assets and Liabilities Held by Non-financial Enterprises | 240,596,003 | | Government Grants Recognized in Current Profit or Loss | 130,454,564 | | Total | 310,551,733 | Management Discussion and Analysis This chapter analyzes the company's operating environment, business segments, core competencies, and financial status, noting slight revenue growth but profit decline, with the Great Health segment performing well while Great Pharmaceutical declined, and the company continues strategic initiatives Industry and Main Business Overview The company operates across the pharmaceutical and health industry, segmented into Great Pharmaceutical, Great Health, Great Commercial, and Great Medical, navigating industry slowdowns while leveraging its brand and full-chain presence - The company's business is primarily divided into four segments - Great Pharmaceutical Segment: Engages in R&D, manufacturing, and sales of traditional Chinese and Western medicines, raw materials, owning 13 Chinese time-honored pharmaceutical enterprises - Great Health Segment: Key products include Wanglaoji herbal tea and Ciningji series, with Wanglaoji herbal tea holding a significant market share in China's herbal tea industry - Great Commercial Segment: Engages in wholesale, retail, and import/export of pharmaceutical products and medical devices, with Guangzhou Pharmaceutical as a leading enterprise in South China - Great Medical Segment: In the layout and investment expansion phase, focusing on medical services, traditional Chinese medicine wellness, and modern elderly care242627 - In the first half of 2025, operating revenue for national pharmaceutical manufacturing enterprises above designated size decreased by 1.2% year-on-year, and total profit decreased by 2.8%, indicating industry-wide pressure from slowing growth and declining profits29 Discussion and Analysis of Operations In H1 2025, the company's revenue grew by 1.93% to RMB 41.835 billion, but net profit declined by 1.31% to RMB 2.516 billion due to market and policy factors, while strategic initiatives like internationalization and capital operations progressed - The year-on-year decline in the company's profit was primarily due to the continuous impact of insufficient demand, intensified industry competition, and industry policies, leading to a decrease in the operating performance of some businesses34 - Key work progress during the reporting period includes - Internationalization: Xiaochaihu Granules obtained Macau registration, Wanglaoji launched international dual-label cans, expanding into markets like Saudi Arabia and Malaysia - Scientific Research: Obtained 15 drug registration approvals, added 1 national-level platform - Capital Operations: Successfully acquired Caishantang, increasing the number of time-honored brands to 13; Guangzhou Pharmaceutical successfully listed on the New Third Board; completed 2024 annual profit distribution, with cash dividends accounting for 45.87% of net profit383940 Core Competitiveness Analysis The company's core competitiveness stems from its extensive product and brand portfolio, rich TCM heritage, comprehensive industrial chain, national distribution network, robust R&D system, and skilled talent pool, which remained stable - The company owns 10 China Well-known Trademarks, and 13 of its member enterprises are certified as Chinese Time-Honored Brands, with 11 of them being century-old enterprises4243 - The company has established a multi-level innovation platform system, possessing 6 national-level R&D institutions and 2 postdoctoral workstations, with over 160 ongoing R&D projects covering traditional Chinese medicine, chemical drugs, and biological drugs46 Analysis of Key Operating Performance This section analyzes operating performance across financial items, segments, and regions, noting the Great Health segment's strong growth and improved gross margin, the Great Pharmaceutical segment's decline, and overall stable financial ratios Other Disclosures The company faces significant risks from industry policies, R&D uncertainties, product quality control, and market fluctuations, which it plans to mitigate through innovation and digital transformation - Potential risks faced by the company include - Policy Risks: Transformation and upgrading pressures from healthcare reform measures such as consistency evaluation, volume-based procurement, and medical insurance payment method reforms - R&D Risks: Long development cycles and high investment for innovative drugs, with risks of progress or clinical results falling short of expectations - Other Risks: Product quality control risks, market risks, etc75 Corporate Governance, Environment, and Society This chapter details the company's corporate governance, environmental, and social responsibility practices, including board changes, a proposed interim dividend, compliance with listing rules, environmental disclosures, and ongoing rural revitalization initiatives Changes in Directors, Supervisors, and Senior Management During the reporting period, the company saw changes in its board and senior management, with Mr. Li Xiaojun elected as Chairman and other key personnel changes due to work transfers or retirement - Mr. Li Xiaojun was elected as the company's Chairman, while Mr. Yang Jun (former Vice Chairman), Mr. Wu Changhai (former Executive Director), and Ms. Liu Juyan (former Executive Director) resigned7981 Profit Distribution Plan The board approved the 2025 interim profit distribution plan, proposing a cash dividend of RMB 4.00 (tax inclusive) per 10 shares, totaling approximately RMB 650 million, with no bonus shares or capital reserve conversions Profit Distribution Plan | Distribution/Conversion Item | Plan | | :--- | :--- | | Dividend per 10 Shares (RMB Yuan, tax inclusive) | 4.00 | | Total Cash Dividend (RMB Yuan, tax inclusive) | 650,316,379.60 | | Bonus Shares per 10 Shares (shares) | / | | Conversion Shares per 10 Shares (shares) | / | Corporate Governance Status The company maintained strong corporate governance, complying with listing rules, disclosing key reports, establishing a market value management system, and strengthening internal control and audit functions - Key corporate governance initiatives include - Disclosure of the 2024 Internal Control Evaluation Report and Sustainable Development Report - Formulation and implementation of the 'Market Value Management System' - Holding 2 shareholder meetings, 8 board meetings, and 3 supervisory board meetings in the first half of 2025 - Establishment of an audit center to coordinate enterprise audit resources and strengthen supervision85868788 Rural Revitalization Initiatives The company actively promotes rural revitalization through various initiatives, including medical equipment donations, establishing medicinal material planting bases, investing in agricultural industrial parks, and driving local economic development - The company promotes rural revitalization through industrial assistance, with specific measures including - Targeted Assistance: Donating medical equipment worth approximately RMB 350,000 to Nanxing Town Central Health Center in Leizhou City, Zhanjiang - Industrial Drive: Developing medicinal material planting base projects in Zhanjiang, Meizhou, Xinjiang, and other regions; investing in the Guangdong Lychee (Maoming, Shantou) Industrial Park; advancing production base projects in Meizhou, Longyan, Guizhou, and other areas90 Significant Matters This chapter details the company's significant commitments, related party transactions, use of raised funds, and other important matters, including ongoing commitments, trademark transfer progress, normal related party transactions, and the successful listing of Guangzhou Pharmaceutical on the New Third Board Fulfillment of Commitments The company and its controlling shareholder are fulfilling commitments related to the 2013 asset restructuring and Guangzhou Pharmaceutical's New Third Board listing, with most 'Wanglaoji' trademark transfers completed and performance commitment periods adjusted - Controlling shareholder GPHL's long-term commitments regarding maintaining the listed company's independence, avoiding horizontal competition, and regulating related party transactions are being fulfilled939495 - Regarding the commitment for 'Wanglaoji' trademark injection, asset delivery has been completed, and the performance commitment period was adjusted to 2019, 2021, and 2022; as of the end of the reporting period, 398 out of 418 trademarks have completed transfer procedures, with 20 still pending approval99 Significant Related Party Transactions The company conducted normal related party transactions with joint ventures, associates, and common control entities at market prices, and approved a RMB 150 million capital increase in Baiyunshan Bio, maintaining its 50.00% stake - The company engaged in daily related party transactions, including purchase/sale of goods and acceptance/provision of services, with affiliates such as Baiyunshan & Hutchison (joint venture), Yixintang (associate), and Huacheng Pharmaceutical (under common control)111112113 - The company increased capital in Baiyunshan Bio by RMB 150 million, maintaining its 50.00% shareholding post-investment; this transaction constitutes a related party transaction and the agreement was signed on June 30, 2025117 Explanation of Progress in Use of Raised Funds The company's 2016 non-public A-share offering raised RMB 7.863 billion, with 97.43% utilized by June 30, 2025, primarily for 'Great Pharmaceutical' R&D, production bases, 'Wanglaoji' trademarks, and working capital Raised Funds Utilization Progress | Source of Raised Funds | Net Raised Funds (RMB 10,000 Yuan) | Cumulative Investment Amount (RMB 10,000 Yuan) | Cumulative Investment Progress (%) | | :--- | :--- | :--- | :--- | | 2016 Non-public Offering | 786,344.65 | 766,170.29 | 97.43 | Explanation of Other Significant Matters A key event during the reporting period was the successful listing and public transfer of shares of the controlling subsidiary, Guangzhou Pharmaceutical Co., Ltd., on the New Third Board on May 20, 2025 - The shares of the company's controlling subsidiary, Guangzhou Pharmaceutical Co., Ltd., were successfully listed and publicly traded on the New Third Board on May 20, 2025125 Share Changes and Shareholder Information This chapter details the company's stable share capital structure, shareholder information, including 85,550 shareholders and the controlling shareholder's 45.04% stake, and employee data, with 27,425 employees and RMB 2.013 billion in H1 wages Shareholder Information As of June 30, 2025, the company had 85,550 shareholders, with Guangzhou Pharmaceutical Holdings Limited and HKSCC Nominees Limited as the top two, holding 45.04% and 13.52% respectively Top Shareholders | Shareholder Name | Shares Held at Period End (shares) | Percentage of Total Share Capital (%) | | :--- | :--- | :--- | | Guangzhou Pharmaceutical Holdings Limited | 732,305,103 | 45.04 | | HKSCC Nominees Limited | 219,783,142 | 13.52 | | Guangzhou Guoshou Urban Development Industrial Investment Enterprise | 67,576,183 | 4.16 | Employee Information As of the reporting period end, the Group had 27,425 employees, with total wages of approximately RMB 2.013 billion in H1 2025, supported by performance-linked compensation and a comprehensive training system - As of June 30, 2025, the Group had 27,425 employees, with total wages for the first half of the year approximately RMB 2.013 billion138 Bond-Related Information This chapter confirms that the company had no bond-related activities during the reporting period - During the reporting period, the company had no bond-related information145 Financial Report (Unaudited) This chapter presents the company's unaudited 2025 interim consolidated and parent company financial statements, including the balance sheet, income statement, cash flow statement, and detailed notes on accounting policies, key items, and related party transactions Consolidated Balance Sheet As of June 30, 2025, total assets increased by 0.90% to RMB 82.420 billion, total liabilities decreased by 2.97% to RMB 42.608 billion, and equity attributable to parent company shareholders grew by 5.17% to RMB 37.760 billion Consolidated Balance Sheet Summary | Item | June 30, 2025 (RMB Yuan) | December 31, 2024 (RMB Yuan) | | :--- | :--- | :--- | | Total Assets | 82,419,655,052 | 81,683,611,521 | | Total Liabilities | 42,608,420,884 | 43,913,975,774 | | Equity Attributable to Parent Company Shareholders | 37,760,172,340 | 35,904,527,869 | Consolidated Income Statement In H1 2025, operating revenue grew by 1.93% to RMB 41.835 billion, but net profit attributable to the parent declined by 1.31% to RMB 2.516 billion, despite decreases in sales and R&D expenses Consolidated Income Statement Summary | Item | Current Period (RMB Yuan) | Prior Period (RMB Yuan) | | :--- | :--- | :--- | | Operating Revenue | 41,834,546,113.81 | 41,042,815,087.95 | | Operating Cost | 34,171,307,857.09 | 33,244,055,666.85 | | Selling Expenses | 3,028,477,834.76 | 3,119,415,170.54 | | R&D Expenses | 285,285,159.35 | 391,145,311.41 | | Net Profit Attributable to Parent Company Shareholders | 2,516,140,986.67 | 2,549,565,302.08 | Consolidated Cash Flow Statement In H1 2025, net cash flow from operating activities significantly increased its outflow to RMB -3.397 billion, investing activities had a net outflow of RMB 4.723 billion, while financing activities generated a net inflow of RMB 1.918 billion, with period-end cash and equivalents at RMB 10.107 billion Consolidated Cash Flow Statement Summary | Item | Current Period (RMB Yuan) | Prior Period (RMB Yuan) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | (3,397,136,268.03) | (2,036,740,494.59) | | Net Cash Flow from Investing Activities | (4,722,774,623.53) | (3,914,678,746.75) | | Net Cash Flow from Financing Activities | 1,918,310,698.76 | 595,081,664.61 | | Cash and Cash Equivalents at Period End | 10,106,808,592.20 | 14,471,487,165.36 | Notes to Financial Statements The notes to the financial statements provide detailed explanations of the company's basic information, accounting policies, major consolidated financial statement items, segment reporting, related party transactions, and contingent liabilities - The notes provide detailed explanations of the revenue, profit, assets, and liabilities for the company's four business segments (Great Pharmaceutical, Great Health, Great Commercial, Other), offering data support for in-depth analysis of each segment's operating performance528530 - The notes disclose detailed transaction information with related parties (including the parent company, joint ventures, and associates), covering purchase and sale of goods, provision and acceptance of services, and related party leases510515 - Important contingent liabilities are disclosed in the notes, such as the dispute over 'Jinge' profit distribution where no consensus has been reached, and multiple ongoing litigation matters523533
白云山(600332) - 2025 Q2 - 季度财报