云南白药：2024年年度报告

Yunnan Baiyao Group Co., Ltd. Annual Report 2024 March 2025 Section I Important Notes, Contents, and Definitions The Board of Directors (the “Board”), the Supervisory Committee and the directors, supervisors andsenior management of the Company confirm the truthfulness, accuracy and completeness of the contentsof this Annual Report and there are no misrepresentations, misleading statements or material omissionsfrom this Annual Report, and they accept joint and several responsibilities for the truthfulness, accuracyand completeness of the contents herein. Mr. Dong Ming, the person in charge of the Company, Mr. Ma Jia, the accounting officer, and Ms.Xu Jing, the head of accounting center (accounting supervisor), hereby declare that they warrant thetruthfulness, accuracy, and completeness of the financial statements in this Annual Report. All directors of the Company attended the Board meeting in respect of considering and approvingthis Annual Report. The Company kindly requests investors to read through this Annual Report and pay special attentionto “XI. Outlook of the Company” in the “Section III Management Discussion and Analysis.” This partdoes not constitute our substantial commitments to investors. Investors are advised to pay attention toinvestment risks. The profit distribution plan considered and approved by the Board of Directors is as follows: Basedon the total share capital of the Company of 1,784,262,603 shares at the end of 2024, a cash dividend ofRMB 11.85 (tax inclusive) for every 10 shares will be paid to all shareholders, with no bonus shares issued(tax inclusive), and no capital reserve to increase the share capital. At the same time, the Companycompleted the special dividend distribution for 2024 in November 2024, with a cash dividend of RMB 12.13(tax inclusive) for every 10 shares, totaling RMB 2,164,310,537.44 (tax inclusive). The cash dividend to beimplemented this time will be combined with the special dividend already distributed in 2024. Based onthe total share capital of 1,784,262,603 shares at the end of 2024, the total cash dividend for 2024 will beRMB 23.98 (tax inclusive) per 10 shares, with a total cash dividend of RMB 4,278,661,722.00 (tax inclusive),accounting for 90.09% of the Company’s net profit attributable to shareholders of the listed company for2024. This report has been prepared in Chinese and translated into English. Should there be anydiscrepancies or misunderstandings between the two versions, the Chinese version shall prevail. Contents Section IImportant Notes, Contents, and Definitions .......................................0Section IICompany Profile and Key Financial Indicators.................................4Section IIIManagement Discussion and Analysis ................................................9Section IVCorporate Governance .......................................................................59Section VEnvironmental and Social Responsibilities.......................................92Section VISignificant Events.............................................................................106Section VIIChanges in Shareholdings and Particulars about Shareholders ..139Section VIII Preference Shares ............................................................................150Section IXBonds.................................................................................................151Section XFinancial Statements........................................................................155 Documents Available for Inspection (I) Financial statements affixed with the signatures and stamps of the person incharge of the Company, the accounting officer, and the general manager of FinancialManagement Department; (II) Originals of the audit report containing the stamps of the external accountingfirm and the signatures and stamps of the registered accountants; (III) Originals of all the Company’s documents and announcements publiclydisclosed on theSecurities Times,Shanghai Securities News,China Securities Journal,and http://www.cninfo.com.cnduring the reporting period; (IV) Other related materials. Definitions Section IICompany Profile and Key Financial Indicators I. Company Profile II. Contact Person and Contact Information III. Information Disclosure and Location IV. Changes in Registration V. Other Information The accounting firm engaged by the Company The financial advisor engaged by the Company to perform continuous supervision duties during the reporting period□ApplicableNot applicable VI. Key Accounting Data and Financial Indicators Whether the Company needs retroactive adjustment or restatement of accounting data in prior years or not □YesNo The lower of the Company’s net profits before and after deducting non-recurring profits and losses in the latest three accountingyears are all negative, and the Company’s audit report for the previous year shows uncertainties in the Company’s ability to continue as agoing concern □YesN