白云山(00874) - 2025 - 中期财报

Important Notice This section outlines the proposed profit distribution plan and provides assurances regarding the report's authenticity and risk disclosures Profit Distribution Plan The company's board of directors proposes a cash dividend of RMB 0.40 per share (tax inclusive) to all shareholders, totaling approximately RMB 650 million, with no bonus shares or capital reserve conversion - The company proposes a cash dividend of RMB 0.40 per share (tax inclusive) to all shareholders[4] 2025 Semi-Annual Profit Distribution Plan | Indicator | Amount/Description | | :--- | :--- | | Cash dividend per share (tax inclusive) | RMB 0.40 | | Total proposed cash dividend (tax inclusive) | RMB 650.32 million | | Bonus shares | No | | Capital reserve conversion | No | Report Authenticity and Risk Disclosure The board, supervisory board, and senior management guarantee the report's accuracy; the unaudited financial report is prepared under Chinese accounting standards, with no significant risks identified - The company's board of directors, supervisory board, and their respective directors, supervisors, and senior management guarantee the content of this semi-annual report is true, accurate, and complete[5] - The financial reports of the Group and the Company for this reporting period are prepared in accordance with Chinese Enterprise Accounting Standards and are unaudited[5] - Forward-looking statements in this semi-annual report, such as future plans and development strategies, do not constitute a substantial commitment to investors, who are advised to be aware of investment risks[5] - During this reporting period, there were no particularly significant risks that had a substantial impact on the Group's production and operations[7] Definitions This section defines core terms used in the report, including company names, reporting periods, group scope, and board structures, providing a foundational understanding Core Term Definitions This section defines core terms used in the report, including company names, reporting periods, and group scope, laying the groundwork for understanding the report's content - “Company/This Company/Guangyao Baiyunshan” refers to Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited[12] - “This Reporting Period” refers to the period from January 1, 2025, to June 30, 2025[12] - “The Group” refers to the Company and its subsidiaries[12] List of Major Subsidiaries This section lists the company's major controlled subsidiaries and branches, covering pharmaceutical manufacturing, great health, pharmaceutical distribution, and medical services, showcasing the Group's diversified industrial layout - Major subsidiaries include Xingqun Pharmaceutical, Zhongyi Pharmaceutical, Chenliji Pharmaceutical Factory, Qixing Pharmaceutical, Pangaochou Pharmaceutical, Jingxiutang Pharmaceutical, Wanglaoji Pharmaceutical, Wanglaoji Great Health Company, and Guangzhou Pharmaceutical[14][16] - Also includes Baiyunshan Medical Health Industry Company, Medical Device Investment Company, Baiyunshan Hospital, Baiyunshan Traditional Chinese Medicine Hospital, and other medical health-related subsidiaries[16][17] Industry Standards and Policy Terms This section explains industry-related mandatory standards, quality management practices, business models, and national policy catalogs, such as GMP, GAP, GSP, S2B2C, ERP, SPD, and the National Essential Drug List and National Medical Insurance Catalog, providing professional vocabulary for understanding the industry background and company operations - GMP (Good Manufacturing Practice) is a mandatory standard in the pharmaceutical industry, ensuring drug quality meets national standards[18] - GAP (Good Agricultural Practice for Chinese Crude Drugs) is a quality management standard for traditional Chinese medicinal materials production, ensuring their quality[21] - The National Essential Drug List serves as the basis for drug procurement by medical institutions, while the National Medical Insurance Catalog sets standards for medical insurance fund payments for drugs[22] Company Profile and Key Financial Indicators This section provides the company's basic information and key financial performance indicators for the reporting period Company Basic Information This section outlines the company's legal Chinese and English names, legal representative, board secretary contact, registered and office addresses, and A-share and H-share listing exchanges and codes, clarifying information disclosure channels - Company's legal Chinese name: Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited, Chinese abbreviation: Guangyao Baiyunshan[24] - Legal Representative: Li Xiaojun, Board Secretary: Huang Xuezhen[24] - A-shares: Shanghai Stock Exchange, Code: 600332; H-shares: The Stock Exchange of Hong Kong Limited, Code: 00874[24] Key Accounting Data and Financial Indicators This section details the company's H1 2025 revenue, total profit, net profit attributable to parent, non-recurring net profit, and net cash flow from operating activities, along with EPS and ROE, comparing them to the prior year; revenue grew 1.93%, but profits declined, and operating cash flow significantly decreased H1 2025 Key Accounting Data (Consolidated Statements) | Indicator | This Reporting Period (RMB) | Prior Year Period (RMB) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 41.83 billion | 41.04 billion | 1.93 | | Total Profit | 3.09 billion | 3.23 billion | (4.30) | | Net Profit Attributable to Parent Company Shareholders | 2.52 billion | 2.55 billion | (1.31) | | Net Profit Attributable to Parent Company Shareholders After Deducting Non-Recurring Gains and Losses | 2.21 billion | 2.34 billion | (5.78) | | Net Cash Flow from Operating Activities | (3.40) billion | (2.04) billion | (66.79) | | Net Cash Flow from Operating Activities Per Share | (2.09) | (1.25) | (66.79) | H1 2025 Key Financial Indicators (Consolidated Statements) | Indicator | This Reporting Period | Prior Year Period | YoY Change | | :--- | :--- | :--- | :--- | | Basic Earnings Per Share (RMB/share) | 1.548 | 1.568 | (1.31)% | | Diluted Earnings Per Share (RMB/share) | 1.548 | 1.568 | (1.31)% | | Basic Earnings Per Share After Deducting Non-Recurring Gains and Losses (RMB/share) | 1.357 | 1.440 | (5.78)% | | Weighted Average Return on Net Assets (%) | 6.77 | 7.04 | Decrease of 0.27 percentage points | | Weighted Average Return on Net Assets After Deducting Non-Recurring Gains and Losses (%) | 5.93 | 6.47 | Decrease of 0.54 percentage points | - Net cash flow from operating activities decreased by 66.79% year-on-year, primarily due to a decline in accounts receivable collection and an increase in procurement payments by the company's subsidiaries[25][27] Differences in Accounting Data under Domestic and Overseas Accounting Standards The company has no differences in accounting data under domestic and overseas accounting standards - Not applicable[28] Non-Recurring Gains and Losses Items and Amounts This section lists detailed non-recurring gains and losses for the reporting period, totaling RMB 310.55 million, primarily including government subsidies, fair value changes in financial assets, and disposal gains/losses of non-current assets H1 2025 Non-Recurring Gains and Losses Items and Amounts | Non-Recurring Gains and Losses Item | Amount (RMB) | Notes (if applicable) | | :--- | :--- | :--- | | Disposal gains and losses of non-current assets | 6.08 million | | | Government subsidies recognized in current profit and loss | 130.45 million | Amount of government subsidies obtained by the company and its subsidiaries transferred to non-operating income and other income in the current period | | Fair value changes in financial assets and liabilities held by non-financial enterprises and gains and losses from disposal of financial assets and liabilities | 240.60 million | | | Reversal of impairment provisions for individually tested receivables | 2.07 million | | | Other non-operating income and expenses apart from the above items | 2.21 million | | | Less: Income tax impact | (67.26) million | | | Minority interest impact (after tax) | (3.61) million | | | Total | 310.55 million | | Management Discussion and Analysis This section provides an overview of the company's industry, main business operations, core competitiveness, and key operating performance during the reporting period, along with future plans and investment analysis Explanation of the Group's Industry and Main Business Operations during this Reporting Period This section details the company's four business segments (Great Pharmacy, Great Health, Great Commercial, Great Medical) within the pharmaceutical health industry, analyzing industry development, cyclical characteristics, and the company's market position - The Group primarily engages in the R&D, manufacturing, and sales of traditional Chinese and Western medicines, chemical drugs, natural medicines, biological medicines, and chemical intermediates; wholesale, retail, import, and export of Western medicines, traditional Chinese medicines, and medical devices; R&D, production, and sales of great health products; and investment in health industries such as medical services, health management, and elderly care[33] - From January to June 2025, national pharmaceutical manufacturing enterprises above designated size achieved operating revenue of RMB 1.23 trillion, a year-on-year decrease of 1.2%, and total profit of RMB 176.69 billion, a year-on-year decrease of 2.8%[43] - The Group is one of the largest pharmaceutical enterprise groups in China, holding a leading position in traditional Chinese medicine, generic chemical drugs, and great health (herbal tea) sectors[45] Main Business and Product Overview This section details the company's four major business segments and key products, including traditional Chinese and Western medicines, herbal tea, pharmaceutical distribution, and medical services, highlighting its diverse portfolio and market leadership - The Great Pharmacy segment owns Zhongyi Pharmaceutical, Chenliji Pharmaceutical Factory, and 11 other Chinese time-honored pharmaceutical enterprises, with 323 varieties included in the National Medical Insurance Catalog[34] - The Great Health segment's main products include Wanglaoji herbal tea, Ciningji series, and Lixiaoji series, with Wanglaoji herbal tea ranking first in the herbal tea industry for 8 consecutive years[36] - The Great Commercial segment primarily engages in the wholesale, retail, import, and export of pharmaceutical products, medical devices, and health products, with Guangzhou Pharmaceutical being a leading pharmaceutical distributor in South China[37] - The Great Medical segment focuses on developing medical services, traditional Chinese medicine wellness, modern elderly care, and the medical device industry, having invested in/participated in projects such as Baiyunshan Hospital, Baiyunshan Traditional Chinese Medicine Hospital, and Runkang Yuezi Company[40] Industry Development Status The pharmaceutical industry, a vital part of the national economy, is characterized by weak cyclicality, high investment, high risk, high technical barriers, and strict regulation, with demand driven by an aging population and increased health awareness, while facing slower growth and declining profits in H1 2025 - The pharmaceutical industry is characterized by weak cyclicality, high investment, high risk, high technical barriers, and strict regulation[41] - Population aging and increasing health awareness drive continuous growth in pharmaceutical demand, while digital and intelligent technologies bring new development opportunities to the industry[41] January-June 2025 National Pharmaceutical Manufacturing Enterprises Above Designated Size Data | Indicator | Amount (RMB) | YoY Change (%) | | :--- | :--- | :--- | | Operating Revenue | 1.23 trillion | (1.2) | | Total Profit | 176.69 billion | (2.8) | Cyclical Characteristics The Great Commercial segment shows no prominent cyclicality, while the Great Pharmacy segment's sales of certain drugs (e.g., flu-related) are seasonal, and the Great Health segment's Wanglaoji herbal tea sales are strongly linked to hot weather and major holiday gift markets - The Group's operating businesses, the Great Commercial segment, does not exhibit prominent industry cyclical characteristics[44] - Sales of some drugs in the Great Pharmacy segment show certain cyclicality, influenced by seasonal diseases such as influenza[44] - Demand for Wanglaoji herbal tea, a major product in the Great Health segment, is somewhat correlated with seasons (hot weather) and major holiday gift market sales channels[44] Company's Industry Position The company is one of China's largest pharmaceutical enterprise groups, having achieved a full industry chain layout in the biomedical health industry, maintaining a leading position in traditional Chinese medicine, generic chemical drugs, and great health (herbal tea) sectors through its historical heritage, rich resources, comprehensive layout, strong brand matrix, and continuous innovation - The Group is one of the largest pharmaceutical enterprise groups in China, having essentially achieved a full industry chain layout in the biomedical health sector[45] - Leveraging its profound historical heritage, rich industrial resources, comprehensive full industry chain layout, strong brand matrix, and continuous innovation and R&D capabilities, the company maintains a leading position in the industry[45] - It holds a leading position in traditional Chinese medicine, generic chemical drugs, and great health (herbal tea) sectors, with multiple core products ranking first in their respective sub-markets[45] Key Performance Drivers During the reporting period, the Group achieved operating revenue of RMB 41.83 billion, representing a year-on-year increase of 1.93% - During this reporting period, the Group achieved operating revenue of RMB 41.83 billion, a year-on-year increase of 1.93%[46] Discussion and Analysis of Operations In H1 2025, the company advanced its biomedical health strategy through core business focus, overseas expansion, innovation, capital operations, digital transformation, and management efficiency, achieving revenue growth but experiencing profit declines due to insufficient demand, increased competition, and policy impacts H1 2025 Key Operating Performance | Indicator | Amount (RMB) | YoY Change (%) | | :--- | :--- | :--- | | Operating Revenue | 41.83 billion | 1.93 | | Total Profit | 3.09 billion | (4.30) | | Net Profit Attributable to Parent Company Shareholders | 2.52 billion | (1.31) | - The year-on-year decline in profit is primarily due to the continuous impact of insufficient demand, intensified industry competition, and industry policies[46] - Focus on developing traditional Chinese medicinal materials and API businesses, continuously promoting the standardization of traditional Chinese medicinal material planting bases, and strengthening control over the production and supply of key traditional Chinese medicinal raw materials[47] - Simultaneously advancing pharmaceutical and health initiatives, focusing on pharmaceutical manufacturing, strengthening industrial policy research, reinforcing the 'R&D, marketing, brand' integrated model, and promoting the cultivation of key varieties[49] - Targeting overseas markets, accelerating international cooperation, continuously expanding traditional Chinese medicine products into overseas markets, and accelerating the overseas expansion of health products[51] - Strengthening innovation layout, with continuous emergence of scientific research achievements, obtaining 15 drug registration approvals, 2 provincial science and technology progress awards, and 1 Geneva Invention Exhibition Gold Medal[51] - Accelerating capital operations, building a fund system covering the entire life cycle of venture capital enterprises, and investing in cutting-edge biomedical fields such as vaccines and synthetic biology[53] - Accelerating digital transformation, implementing intelligent empowerment, intensifying efforts to advance the Group's top-level digital transformation planning, and promoting technological empowerment[53] Analysis of Core Competitiveness during this Reporting Period The company's core competitiveness stems from its extensive product and brand resources, rich traditional Chinese medicine history, comprehensive industrial chain, large pharmaceutical distribution network, stable customer base, and evolving scientific innovation system and high-caliber talent pool, with no significant changes in core competitiveness during the reporting period - Possesses nearly 2,000 product specifications, over 90 exclusive production varieties, 10 China Well-known Trademarks, with brand value ranking first in the pharmaceutical health sector[54] - Thirteen member enterprises have received Chinese Time-Honored Brand certification, owning national intangible cultural heritage such as Xingqun Xiasangju and Wanglaoji herbal tea[56] - Boasts a relatively complete industrial chain system, including nearly 80 GAP medicinal material bases, and has established a unified procurement platform for raw and auxiliary materials[56] - Operates one of the largest pharmaceutical wholesale distribution networks in China with a broad and stable customer base, being among the first batch of pharmaceutical commercial enterprises in Guangdong Province to obtain GSP certification[56] - Has established a multi-level innovation platform system comprising national, provincial, and municipal scientific research platforms, owning 6 national-level R&D institutions and deploying over 160 ongoing R&D projects[59] - Possesses a high-caliber talent team including 3 Nobel laureates, over 20 domestic and international academicians, experts, and national masters of traditional Chinese medicine, and over 100 doctors and post-doctors[59] - During this reporting period, the Group's core competitiveness did not undergo significant changes[58] Main Operating Performance during this Reporting Period This section analyzes the company's H1 2025 financial statement changes, business segment and regional performance, and financial position; operating revenue grew 1.93%, but total profit and net profit attributable to parent declined, with Great Pharmacy revenue decreasing while Great Health and Great Commercial grew, and operating cash flow significantly dropped, while financial expenses increased - Operating revenue increased by 1.93% year-on-year, and operating costs increased by 2.79% year-on-year[60] - Financial expenses increased by 306.37% year-on-year, primarily due to a decrease in deposit interest income influenced by declining market interest rates[60][61] - Net cash flow from operating activities decreased by 66.79% year-on-year, mainly due to a decline in accounts receivable collection and an increase in procurement payments by the company's subsidiaries[60][61] H1 2025 Main Business by Segment | Segment | Main Business Revenue (RMB) | YoY Change (%) | Gross Margin (%) | Gross Margin YoY Change (percentage points) | | :--- | :--- | :--- | :--- | :--- | | Great Pharmacy | 5.24 billion | (15.23) | 49.71 | Decrease of 0.02 | | Great Health | 7.02 billion | 7.42 | 44.67 | Increase of 1.69 | | Great Commercial | 29.00 billion | 4.25 | 6.13 | Decrease of 0.26 | | Other | 446.62 million | 11.67 | 14.74 | Decrease of 2.62 | | Total | 41.71 billion | 1.88 | 18.19 | Decrease of 0.7 | H1 2025 Main Business by Product | Product | Main Business Revenue (RMB) | YoY Change (%) | Gross Margin (%) | Gross Margin YoY Change (percentage points) | | :--- | :--- | :--- | :--- | :--- | | Traditional Chinese Medicine | 3.25 billion | (20.12) | 44.05 | Increase of 0.75 | | Chemical Medicine | 1.99 billion | (5.85) | 58.93 | Decrease of 3.12 | | Great Pharmacy Total | 5.24 billion | (15.23) | 49.71 | Decrease of 0.02 | H1 2025 Main Business Sales by Region | Region | Main Business Revenue (RMB) | YoY Change (%) | | :--- | :--- | :--- | | South China | 31.19 billion | 4.88 | | East China | 3.45 billion | (4.23) | | North China | 1.77 billion | (11.53) | | Northeast China | 1.25 billion | 21.92 | | Southwest China | 2.88 billion | (12.36) | | Northwest China | 1.06 billion | (8.39) | | Export | 121.91 million | (12.91) | | Total | 41.71 billion | 1.88 | - Current ratio was 1.54 (1.48 at end of 2024), quick ratio was 1.24 (1.15 at end of 2024)[69] - Asset-liability ratio was 51.70% (53.76% at end of 2024), a decrease of 2.06 percentage points[85] - Cash and cash equivalents balance at period-end was RMB 11.83 billion, a 35.28% decrease from the beginning of the period, mainly due to an increase in large-denomination certificates of deposit and time deposits, and a decrease in accounts receivable collection[73] - Contract liabilities balance at period-end was RMB 872.52 million, a 82.80% decrease from the beginning of the period, mainly because advance payments received at the end of the previous year had been shipped and recognized as sales[74] Analysis of Changes in Financial Statement Items This section details the year-on-year changes in key financial statement items for H1 2025, explaining the reasons for variations, notably significant increases in financial expenses and net cash flow from financing activities, and decreases in net cash flow from operating activities, R&D expenses, other income, and minority interest H1 2025 Analysis of Changes in Financial Statement Items | Item | This Reporting Period (RMB) | Prior Year Period (RMB) | Change Ratio (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 41.83 billion | 41.04 billion | 1.93 | | Operating Costs | 34.17 billion | 33.24 billion | 2.79 | | Selling Expenses | 3.03 billion | 3.12 billion | (2.92) | | Administrative Expenses | 1.20 billion | 1.21 billion | (0.89) | | Financial Expenses | 123.14 million | (59.67) million | 306.37 | | R&D Expenses | 285.29 million | 391.15 million | (27.06) | | Net Cash Flow from Operating Activities | (3.40) billion | (2.04) billion | (66.79) | | Net Cash Flow from Investing Activities | (4.72) billion | (3.91) billion | (20.64) | | Net Cash Flow from Financing Activities | 1.92 billion | 595.08 million | 222.36 | | Other Income | 125.66 million | 184.41 million | (31.86) | | Investment Income | 221.11 million | 157.45 million | 40.43 | | Fair Value Change Gains | (11.42) million | 0.45 million | (2,662.43) | | Credit Impairment Losses | (148.31) million | (82.13) million | (80.58) | | Asset Impairment Losses | (6.79) million | (1.32) million | (415.64) | | Gains from Disposal of Assets | 3.63 million | 0.29 million | 1,139.80 | | Non-Operating Income | 73.24 million | 15.61 million | 369.34 | | Minority Interest | 59.78 million | 118.47 million | (49.54) | - Financial expenses increased by 306.37% year-on-year, primarily due to a decrease in deposit interest income[60][61] - Net cash flow from operating activities decreased by 66.79% year-on-year, mainly due to a decline in accounts receivable collection and an increase in procurement payments[60][61] Analysis of Operating Performance by Industry, Product, and Region This section analyzes the company's main business performance across industry, product, and regional dimensions; the Great Pharmacy segment saw declines in both revenue and gross margin, with traditional Chinese medicine revenue down 20.12% and chemical medicine down 5.85%, while Great Health and Great Commercial segments achieved revenue growth, and regionally, South China and Northeast China grew, but East China, North China, Southwest, Northwest, and export revenues all decreased H1 2025 Main Business by Segment | Segment | Main Business Revenue (RMB) | YoY Change (%) | Gross Margin (%) | Gross Margin YoY Change (percentage points) | | :--- | :--- | :--- | :--- | :--- | | Great Pharmacy | 5.24 billion | (15.23) | 49.71 | Decrease of 0.02 | | Great Health | 7.02 billion | 7.42 | 44.67 | Increase of 1.69 | | Great Commercial | 29.00 billion | 4.25 | 6.13 | Decrease of 0.26 | | Other | 446.62 million | 11.67 | 14.74 | Decrease of 2.62 | | Total | 41.71 billion | 1.88 | 18.19 | Decrease of 0.7 | H1 2025 Main Business by Product | Product | Main Business Revenue (RMB) | YoY Change (%) | Gross Margin (%) | Gross Margin YoY Change (percentage points) | | :--- | :--- | :--- | :--- | :--- | | Traditional Chinese Medicine | 3.25 billion | (20.12) | 44.05 | Increase of 0.75 | | Chemical Medicine | 1.99 billion | (5.85) | 58.93 | Decrease of 3.12 | | Great Pharmacy Total | 5.24 billion | (15.23) | 49.71 | Decrease of 0.02 | H1 2025 Main Business Sales by Region | Region | Main Business Revenue (RMB) | YoY Change (%) | | :--- | :--- | :--- | | South China | 31.19 billion | 4.88 | | East China | 3.45 billion | (4.23) | | North China | 1.77 billion | (11.53) | | Northeast China | 1.25 billion | 21.92 | | Southwest China | 2.88 billion | (12.36) | | Northwest China | 1.06 billion | (8.39) | | Export | 121.91 million | (12.91) | | Total | 41.71 billion | 1.88 | Financial Position Analysis This section analyzes the company's liquidity, financial resources, capital structure, capital expenditures, assets and liabilities, foreign exchange risk, contingent liabilities, asset pledges, bank loans, and asset-liability ratio; liquidity and quick ratios improved, asset-liability ratio decreased to 51.70%, while cash and contract liabilities significantly decreased, and prepayments, other current assets, and non-current liabilities due within one year substantially increased - As of June 30, 2025, the Group's current ratio was 1.54 (December 31, 2024: 1.48), and quick ratio was 1.24 (December 31, 2024: 1.15)[69] - As of June 30, 2025, the Group's cash and cash equivalents amounted to RMB 10.11 billion (December 31, 2024: RMB 16.30 billion)[70] - As of June 30, 2025, the Group's asset-liability ratio (total liabilities/total assets × 100%) was 51.70% (December 31, 2024: 53.76%)[85] H1 2025 Changes in Assets and Liabilities | Item | As of June 30, 2025 (RMB) | Change Ratio (%) compared to end of prior year | Explanation of Change | | :--- | :--- | :--- | :--- | | Cash and Cash Equivalents | 11.83 billion | (35.28) | During this reporting period, the company's subsidiaries increased large-denomination certificates of deposit and time deposits, and accounts receivable collection decreased | | Prepayments | 758.32 million | 31.21 | During this reporting period, some of the company's subsidiaries increased the amount of medicines and other materials purchased using advance payments | | Contract Liabilities | 872.52 million | (82.80) | During this reporting period, advance payments received by the company's subsidiaries at the end of the previous year had been shipped and recognized as sales | | Taxes Payable | 464.29 million | 86.53 | During this reporting period, the company's subsidiaries' unpaid corporate income tax and value-added tax increased | | Non-Current Liabilities Due Within One Year | 2.62 billion | 72.14 | At the end of this reporting period, the company's subsidiaries' long-term borrowings due within one year increased | - As of June 30, 2025, the Group had no significant contingent liabilities[80] Work Plan for H2 2025 In H2 2025, the company plans to drive core business growth, enhance international influence, achieve technological innovation, empower new quality productive forces, and continuously improve management efficiency through five key areas: organic growth and external expansion, Greater Bay Area and overseas expansion, scientific research innovation, digital transformation, and strengthened corporate governance - Adhere to a 'dual-pronged approach' of organic growth and external expansion to promote main business development, including strengthening product, quality, and brand building, accelerating venture capital projects and M&A, and enhancing market value management[88] - Persist in 'two-way efforts' of Greater Bay Area layout and overseas expansion, deepening industrial layout in Hong Kong and Macao, promoting overseas registration and listing of pharmaceutical manufacturing products, and expanding into Southeast Asia, the Middle East, North America, and Europe[90] - Firmly advance scientific research innovation, focusing on strengthening institutional innovation, platform building, project construction, and pipeline layout, to transform the Group from a traditional enterprise into a technology-innovative enterprise[90] - Strengthen digital transformation construction, continuously promote the overall top-level planning of digital governance, and facilitate production technology innovation and intelligent manufacturing upgrades[93] - Intensify corporate governance efforts, strengthen holistic and systematic strategic planning, enhance talent recruitment, development, and performance appraisal and incentive system optimization, and promote quality improvement and efficiency enhancement[93] Investment Status Analysis At the end of the reporting period, the company's total equity investment was RMB 1.57 billion, an increase of RMB 61.62 million from the previous year, mainly due to increased investment in associates. Major non-equity investment projects include the Biomedical and Health R&D and Sales Headquarters, affordable rental housing, and the Fashion Traditional Chinese Medicine Valley Tianhua Park project. Financial assets measured at fair value include other equity instrument investments and other non-current financial assets, with details on securities and private equity investments - At the end of this reporting period, the Group's total external equity investment was RMB 1.57 billion, an increase of RMB 61.62 million from the end of the previous year, primarily due to increased investment in associates[93] Major Non-Equity Investment Projects | Investment Project Name | Planned Investment Amount (RMB) | Cumulative Investment Amount (RMB) | Implementation Progress | | :--- | :--- | :--- | :--- | | Guangyao Baiyunshan Biomedical and Health R&D and Sales Headquarters Project | 1.10 billion | 964.65 million | Substantially completed, undergoing project acceptance | | Guangyao Baiyunshan Affordable Rental Housing and Talent Apartment Construction Project | 1.08 billion | 3.61 million | Project in re-evaluation stage | | Guangyao Baiyunshan Fashion Traditional Chinese Medicine Valley Tianhua Park Project | 3.20 billion | 248.80 million | Preliminary work such as bidding is underway, no actual investment during the reporting period | Financial Assets Measured at Fair Value | Asset Category | Beginning Balance (RMB) | Fair Value Change Gain/Loss for the Period (RMB) | Ending Balance (RMB) | | :--- | :--- | :--- | :--- | | Other Equity Instrument Investments | 104.18 million | (8.49) million | 95.69 million | | Other Non-Current Financial Assets | 531.00 million | (13.07) million | 517.93 million | Securities Investment Overview | Security Name | Beginning Book Value (RMB) | Fair Value Change Gain/Loss for the Period (RMB) | Ending Book Value (RMB) | | :--- | :--- | :--- | :--- | | Harbin Pharmaceutical Group Co., Ltd. | 1.55 million | (0.17) million | 1.38 million | | Chongqing Pharmaceutical Group Co., Ltd. | 139.84 million | (10.14) million | 129.70 million | | Chuangmei Pharmaceutical Co., Ltd. | 9.05 million | (2.64) million | 6.41 million | | Total | 150.44 million | (12.95) million | 137.50 million | Private Equity Fund Investment Overview | Fund Name | Beginning Book Value (RMB) | Fair Value Change Gain/Loss for the Period (RMB) | Ending Book Value (RMB) | | :--- | :--- | :--- | :--- | | Guangzhou China-Israel Biomedical Industry Investment Fund Partnership (Limited Partnership) | 93.45 million | (8.41) million | 85.04 million | | Guangzhou Time-Honored Brand Revitalization Fund Partnership (Limited Partnership) | 52.75 million | 0.14 million | 52.89 million | | Guangzhou State-Owned Assets Mixed Ownership Reform Phase II Equity Investment Fund Partnership (Limited Partnership) | 91.48 million | (0.27) million | 91.21 million | Analysis of Major Controlled/Associated Companies This section analyzes the operating performance of the company's major controlled and associated companies, with Wanglaoji Great Health Company having the most significant impact on the company's net profit, achieving RMB 1.30 billion in net profit during the reporting period. Additionally, the company established Guangzhou Caizhi Pharmaceutical Co., Ltd., acquired Fujian Baiyunshan Caishantang Pharmaceutical Co., Ltd., liquidated Tibet Linzhi Guangyao Development Co., Ltd., and transferred equity in Guangzhou Baiyunshan Jianhu Medical Supplies Co., Ltd Major Subsidiaries and Associated Companies with Net Profit Impact of 10% or More on the Company | Company Name | Company Type | Main Business | Registered Capital (RMB) | Main Business Revenue (RMB) | Net Profit (RMB) | | :--- | :--- | :--- | :--- | :--- | :--- | | Wanglaoji Great Health Company | Joint Stock Company | Production and sales of pre-packaged food, etc | 900 million | 6.50 billion | 1.30 billion | - During the reporting period, apart from Wanglaoji Great Health Company, no single subsidiary's net profit or single associated company's investment income had an impact of 10% or more on the Group's net profit[104] Acquisition and Disposal of Subsidiaries during the Reporting Period | Company Name | Method of Acquisition and Disposal of Subsidiaries during the Reporting Period | Impact on Overall Production, Operations, and Performance | | :--- | :--- | :--- | | Tibet Linzhi Guangyao Development Co., Ltd. | Liquidation | No significant impact | | Guangzhou Caizhi Pharmaceutical Co., Ltd. | New establishment | No significant impact | | Fujian Baiyunshan Caishantang Pharmaceutical Co., Ltd. | Equity acquisition | No significant impact | | Guangzhou Baiyunshan Jianhu Medical Supplies Co., Ltd. | Equity transfer | No significant impact | Other Disclosures This section discloses potential risks faced by the company, primarily including industry policy risk, innovative drug R&D risk, product quality control risk, and market risk; the company will continue to monitor policy changes, strengthen innovation and R&D, build digital competitive advantages, and enhance core competitiveness - The pharmaceutical industry is one of the most profoundly affected by national policies, facing industry policy risks[109] - Innovative drug R&D projects have long cycles and high investments, with uncertainties regarding progress, approval results, and timelines, posing risks of R&D progress or clinical trial results falling short of expectations[109] - The Group also faces various risks such as product quality control risk and market risk[109] - The Group will continue to be policy-oriented, closely monitor national and industry policy releases, strengthen innovative R&D capabilities, build digital competitive advantages, and continuously launch differentiated and advantageous new products[109] Corporate Governance, Environment and Society This section details changes in the company's directors, supervisors, and senior management, profit distribution plans, employee incentive measures, securities trading codes, corporate governance status, audit committee review, environmental information disclosure, and rural revitalization efforts Changes in Directors, Supervisors, and Senior Management and Their Information During the reporting period, the company's board of directors saw changes, with Li Xiaojun, Cheng Hongjin, and Tang Heping elected as executive directors, and Yang Jun, Wu Changhai, and Liu Juyan resigning. Additionally, some directors and supervisors had their positions adjusted in other affiliated companies - The company's board of directors includes executive directors Mr. Li Xiaojun, Ms. Cheng Ning, Mr. Cheng Hongjin, Mr. Tang Heping, and Mr. Li Hong, and independent non-executive directors Mr. Chen Yajin, Mr. Huang Min, Mr. Wong Lung Tak Patrick, and Ms. Sun Baoqing[5] - Yang Jun and Wu Changhai resigned as Vice Chairman and Executive Director, respectively, and Liu Juyan resigned as Executive Director[112] - Liu Lan was elected as Chairman of the Supervisory Board[112] Profit Distribution or Capital Reserve Conversion Plan The company proposes a semi-annual profit distribution plan to all shareholders, distributing a cash dividend of RMB 4.00 per 10 shares (tax inclusive), totaling RMB 650.32 million. No bonus shares or capital reserve conversions are planned 2025 Semi-Annual Profit Distribution Plan | Indicator | Content | | :--- | :--- | | Whether to distribute or convert | Yes | | Dividend per 10 shares (RMB, tax inclusive) | 4.00 | | Cash dividend amount (RMB, tax inclusive) | 650.32 million | | Number of bonus shares per 10 shares (shares) | / | | Number of shares converted from capital reserve per 10 shares (shares) | / | - The company plans to complete the distribution of the above dividends no later than the end of September 2025[114] Overview and Impact of Company's Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures During the reporting period, the company had no progress or changes in equity incentive plans, employee stock ownership plans, or other employee incentive measures - Not applicable[114] Standard Code for Securities Transactions by Directors and Supervisors The company has established and strictly adheres to standard codes and regulations for securities transactions by directors and supervisors, confirming that all current directors and supervisors complied with relevant provisions during the reporting period - The company has adopted the Standard Code and the 'Interim Measures for the Management of Share Reductions by Listed Company Shareholders' as the code and regulations for securities transactions by directors and supervisors[115] - The company confirms that all current directors and supervisors complied with the standards for securities transactions stipulated by the above codes and regulations during this reporting period[115] Corporate Governance Status The company continuously improves its corporate governance structure, strengthens information disclosure, and standardizes operations in strict accordance with relevant laws, regulations, and listing rules. During the reporting period, the company fully complied with the Corporate Governance Code, conducted internal control evaluations, prepared sustainable development reports, organized various meetings, formulated market value management systems, and carried out internal control and audit work, continuously enhancing management efficiency - The company has consistently strictly adhered to the 'Company Law', 'Securities Law', relevant laws and regulations of the China Securities Regulatory Commission, and the listing rules of the Shanghai Stock Exchange and Hong Kong Stock Exchange, continuously improving its corporate governance structure, strengthening information disclosure, and standardizing company operations[116] - During this reporting period, the company fully complied with Appendix C1 of the Hong Kong Stock Exchange Listing Rules' Corporate Governance Code[116] - The company formed the '2024 Internal Control Evaluation Report' on its internal control situation as of December 31, 2024[118] - During this reporting period, the company organized 2 general meetings of shareholders, 8 board meetings, 3 supervisory board meetings, and multiple special committee meetings[118] - The company formulated the 'Market Value Management System', which was reviewed and approved by the 21st meeting of the Ninth Board of Directors on March 13, 2025, and subsequently implemented[118] - In terms of internal control and audit, audit work focused on high-quality development, capital investment layout and risk control, major investment project operations and asset management, and scientific innovation R&D investment[119] Review of Interim Report by Audit Committee The company's Ninth Board of Directors' Audit Committee, composed of four independent non-executive directors, has reviewed the Group's adopted accounting principles, standards, and methods, and discussed audit, risk management, internal control, and financial reporting matters, expressing no objections to the interim results - The company's Ninth Board of Directors' Audit Committee is composed of four independent non-executive directors, one of whom possesses professional accounting qualifications[120] - The company's Audit Committee has reviewed the Group's adopted accounting principles, accounting standards, and methods with management, and discussed audit, risk management, internal control, and financial reporting matters[120] - The Audit Committee had no objections regarding the accounting treatments adopted by the company[120] Environmental Information of Listed Companies and Their Major Subsidiaries Included in the List of Enterprises Required to Disclose Environmental Information by Law The Group has 12 subsidiaries included in the list of enterprises required to disclose environmental information by law, and provides an index for querying their environmental information disclosure reports - The number of enterprises included in the list of enterprises required to disclose environmental information by law is 12[121] - An index for querying environmental information disclosure reports is provided, for example, Baiyunshan Hejigong Pharmaceutical Factory, Weiling Pharmaceutical, etc[121] Specific Progress in Consolidating and Expanding Poverty Alleviation Achievements, Rural Revitalization, and Other Work During the reporting period, the company continued to consolidate and expand poverty alleviation achievements and rural revitalization efforts through targeted assistance, construction of traditional Chinese medicinal material planting bases, development of the lychee industry, support for health industry development, and production base construction, effectively driving local economic development and increasing farmers' incomes - Provided targeted assistance to Nanxing Town, Leizhou City, Zhanjiang, donating a batch of anesthesia machines, electrosurgical units, and ophthalmic surgical equipment worth approximately RMB 350,000 to Nanxing Town Central Health Center[122] - Focused on traditional Chinese medicinal material cultivation, launching planting base projects in Zhanjiang, Meizhou, Qingyuan, Xinjiang, and other regions, through technical guidance and targeted procurement measures, effectively increasing local farmers' incomes[122] - Undertook the task of developing Guangdong's lychee industry, investing in and constructing Guangyao Wanglaoji Guangdong Lychee (Maoming) Industrial Park and Guangyao Wanglaoji Guangdong Lychee (Shantou) Industrial Park in western and eastern Guangdong, respectively[122] - Guangyao Wanglaoji Ciningji Guizhou Qiannan Production Base and Guangyao Wanglaoji Bijie Company contribute to and drive rural revitalization and industrial development in Guizhou[122] Significant Matters This section covers the fulfillment of commitments, non-operating fund occupation, audit status, and significant related-party transactions, along with other important disclosures Fulfillment of Commitments This section details the fulfillment of various commitments by the company's actual controller, controlling shareholder, and the company itself, including maintaining independence, avoiding horizontal competition, regulating related-party transactions, resolving property defects, trademark injection, and commitments related to Guangzhou Pharmaceutical's listing on the New Third Board; all commitments are currently being fulfilled - The controlling shareholder's commitment to maintaining the independence of the listed company is being fulfilled and remains long-term effective[124] - The controlling shareholder's commitment to avoiding horizontal competition is being fulfilled and remains long-term effective[127] - The controlling shareholder's commitment to regulating related-party transactions is being fulfilled and remains long-term effective[130] - The controlling shareholder's commitment regarding defective properties is being fulfilled and remains long-term effective[134] - The controlling shareholder's commitment regarding trademark injection was completed with asset transfer on April 30, 2019, but 20 trademarks are still pending approval[141][145] - The company's and controlling shareholder's commitments to reduce or regulate related-party transactions are being fulfilled and remain long-term effective[146][151] - The company's and controlling shareholder's commitments to regulate or avoid horizontal competition are being fulfilled and remain long-term effective[155][160] - The company's and controlling shareholder's commitments to resolve fund occupation issues are being fulfilled and remain long-term effective[161][164] - The company's controlling shareholder's commitment to resolve property title defects is being fulfilled and remains long-term effective[168] - The company's and controlling shareholder's other commitments regarding Guangzhou Pharmaceutical's application for listing are being fulfilled and remain long-term effective[170][175] Non-Operating Fund Occupation by Controlling Shareholder and Other Related Parties during this Reporting Period During the reporting period, the company had an outstanding dividend receivable from its joint venture, Baiyunshan & Hutchison Company, with an ending balance of RMB 1.5 million, representing 0.00% of the latest audited net assets. This non-operating fund occupation is expected to be repaid in cash H1 2025 Non-Operating Fund Occupation by Controlling Shareholder and Other Related Parties | Shareholder or Related Party Name | Related Party Relationship | Occupation Period | Reason for Occurrence | Beginning Balance (RMB) | New Occupation Amount in this Reporting Period (RMB) | Total Repaid Amount (RMB) | Ending Balance (RMB) | Expected Repayment Method | Expected Repayment Amount (RMB) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Baiyunshan & Hutchison Company | Joint Venture | 1-2 years | Dividends | 1.50 million | 0 | 0 | 1.50 million | Cash repayment | 1.50 million | - The total ending balance accounts for 0.00% of the latest audited net assets[176] Illegal Guarantees During the reporting period, the company had no illegal guarantees - Not applicable[178] Semi-Annual Report Audit Status The company has approved the re-appointment of Daxin Certified Public Accountants (Special General Partnership) as its financial and internal control audit firm for 2025. During the reporting period, there were no changes in the appointed accounting firm, nor did the company receive any "non-standard audit reports" from the accounting firm - Following review by the 23rd meeting of the Ninth Board of Directors and the 2024 Annual General Meeting, the company approved the re-appointment of Daxin Certified Public Accountants (Special General Partnership) as its 2025 annual financial audit firm and 2025 internal control audit firm[178] - No change in accounting firm during the audit period[179] - The company's 'non-standard audit report' from the accounting firm is not applicable[179] Changes and Handling of Matters Related to Non-Standard Audit Opinions in the Prior Year's Annual Report During the reporting period, there were no matters related to non-standard audit opinions in the company's prior year's annual report - Not applicable[180] Bankruptcy and Reorganization Matters During the reporting period, the company had no bankruptcy and reorganization matters - Not applicable[180] Significant Litigation, Arbitration, and Matters of Widespread Media Questioning for the Group During the reporting period, the company had no significant litigation, arbitration, or matters of widespread media questioning - During this reporting period, the company had no significant litigation or arbitration matters[180] Penalties and Rectification for the Company, Its Directors, Supervisors, Senior Management, Controlling Shareholder, Actual Controller, and Acquirer during this Reporting Period During the reporting period, the company, its directors, supervisors, senior management, controlling shareholder, actual controller, and acquirer received no penalties or underwent rectification - Not applicable[180] Explanation of the Integrity Status of the Company, Its Controlling Shareholder, and Actual Controller during this Reporting Period During the reporting period, the company, its controlling shareholder, and actual controller maintained good integrity, with no related matters requiring explanation - Not applicable[180] Significant Related-Party Transactions This section discloses significant related-party transactions during the reporting period, including daily operational purchases and sales of goods, acceptance and provision of services, trademark usage rights, and joint external investments. All daily related-party transactions were priced at market rates and did not adversely affect the company's ongoing operations. The company, Guangyao Venture Capital Fund, and Guangzhou Time-Honored Brand Revitalization Fund (Limited Partnership) jointly increased capital in Baiyunshan Bio H1 2025 Daily Related-Party Transactions (Purchase of Goods, Acceptance of Services) | Related-Party Transaction Type | Related-Party Transaction Content | Related-Party Transaction Amount (RMB) | | :--- | :--- | :--- | | Purchase of goods | Medicinal materials or medicines | 86.33 million | | Acceptance of services | Exhibition services | 8.74 million | | Acceptance of services | Fund services | 3.35 million | | Acceptance of services | Entrusted processing | 9.58 million | | Total | | 108.00 million | H1 2025 Daily Related-Party Transactions (Sale of Goods, Provision of Services, Other) | Related-Party Transaction Type | Related-Party Transaction Content | Related-Party Transaction Amount (RMB) | | :--- | :--- | :--- | | Sale of goods | Medicinal materials or medicines | 174.48 million | | Sale of goods | Other goods | 0.61 million | | Provision of services | Advertising agency services | 15.00 million | | Provision of services | Entrusted processing | 15.73 million | | Provision of services | Research and development services | 0.60 million | | Provision of patent, trademark, etc., usage rights | Trademark usage rights | 0.26 million | | Other | Asset lease-in | 8.01 million | | Other | Asset lease-out | 2.33 million | | Total | | 225.38 million | - The aforementioned daily related-party transactions are normal production and operation activities of the Group, priced at market rates, and have not had an adverse impact on the Group's continuous operating capability[188] - The company's board of directors approved Guangyao Fund's investment of no more than RMB 690 million to subscribe for limited partnership interests in Guangyao Venture Capital Fund[193] - The company's board of directors approved the company, Guangyao Venture Capital Fund, and Guangzhou Time-Honored Brand Revitalization Fund (Limited Partnership) to increase capital in Baiyunshan Bio by RMB 150 million, RMB 130 million, and RMB 20 million, respectively[193] Significant Contracts and Their Fulfillment During the reporting period, the company had no entrustment, contracting, or leasing of other companies' assets, nor was it entrusted, contracted, or leased by other companies, that generated more than 10% of the Group's total profit. The company also had no significant guarantees or other significant contracts - During this reporting period, the Group did not engage in any entrustment, contracting, or leasing of other companies' assets, nor was it entrusted, contracted, or leased by other companies, that generated more than 10% of the Group's total profit for this reporting period[197] - Significant guarantees executed or unfulfilled during this reporting period are not applicable[198] - Other significant contracts are not applicable[198] Explanation of Progress in Use of Raised Funds The company's non-public offering of A-shares raised a total of RMB 7.89 billion. As of June 30, 2025, a cumulative RMB 7.66 billion has been used, representing a cumulative investment progress of 97.43%. The raised fund investment projects include "Great Pharmacy" R&D platform construction, production base construction, acquisition of "Wanglaoji" series trademarks, channel and brand building, and information platform construction, with some projects already substantially completed or reaching their intended usable state - Approved by the China Securities Regulatory Commission, the company's non-public offering of A-shares raised a total of RMB 7.89 billion, with actual net proceeds of RMB 7.86 billion after deducting related expenses[199] - As of June 30, 2025, the company has cumulatively used RMB 7.66 billion of the raised funds, with a cumulative investment progress of 97.43%[199] H1 2025 Details of Raised Fund Investment Projects | Project Name | Adjusted Total Raised Fund Investment (RMB) | Cumulative Raised Fund Investment at End of Reporting Period (RMB) | Investment Progress (%) | | :--- | :--- | :--- | :--- | | "Great Pharmacy" R&D Platform Construction Project | 997.57 million | 923.10 million | 92.53 | | "Great Pharmacy" Production Base Phase I Construction Project | 643.92 million | 611.61 million | 94.98 | | Acquisition of Controlling Shareholder Guangzhou Pharmaceutical Group Co., Ltd.'s "Wanglaoji" Series Trademark Project | 1.08 billion | 1.08 billion | 100 | | Channel Construction and Brand Building Project | 2.00 billion | 2.03 billion | 101.70 | | Information Platform Construction Project | 27.75 million | 27.75 million | 100 | | Supplementing Working Capital | 2.22 billion | 2.37 billion | 106.64 | - The company has consistently strictly adhered to the China Securities Regulatory Commission's 'Supervisory Rules for Raised Funds of Listed Companies', the Shanghai Stock Exchange Listing Rules, and the Shanghai Stock Exchange's 'Self-Regulatory Guidance No. 1 for Listed Companies – Standardized Operations', continuously strengthening the security and standardized use of raised funds[214] Explanation of Other Significant Matters This section discloses the listing and public transfer of shares of the company's controlled subsidiary, Guangzhou Pharmaceutical, on the New Third Board, and Guangzhou Pharmaceutical's accounts receivable asset-backed special plan - Shares of the controlled subsidiary, Guangzhou Pharmaceutical, were listed and publicly traded on the New Third Board on May 20, 2025[218] - Based on the Xingye Rongrong—Guangzhou Pharmaceutical Accounts Receivable Phase 4 Asset-Backed Special Plan, Guangzhou Pharmaceutical sold accounts receivable with a book value totaling RMB 2.54 billion, receiving purchase payments totaling RMB 2.51 billion[218] Share Changes and Shareholder Information This section details the company's share capital changes, shareholder structure, and shareholdings of directors, supervisors, and senior management, along with employee information Share Capital Changes During the reporting period, there were no changes in the company's total share capital or share structure, and no changes in unrestricted shares - During this reporting period, there were no changes in the company's total share capital or share structure[219] - Changes in restricted shares are not applicable[220] Shareholder Information As of June 30, 2025, the company had 85,550 shareholders. This section details the shareholdings of the top ten shareholders and top ten unrestricted shareholders, with the controlling shareholder, Guangzhou Pharmaceutical Group Co., Ltd., holding 45.04% - As of June 30, 2025, the company had 85,550 shareholders[220] Shareholding of Top Ten Shareholders as of June 30, 2025 | Shareholder Name (Full Name) | Number of Shares Held at End of Reporting Period (shares) | Approximate Percentage of Total Share Capital (%) | Shareholder Nature | | :--- | :--- | :--- | :--- | | Guangzhou Pharmaceutical Group Co., Ltd. | 732,305,103 | 45.04 | State-owned Legal Person | | HKSCC Nominees Limited | 219,783,142 | 13.52 | Overseas Legal Person | | G