《投资者网》蔡俊
今年3月，云南白药集团股份有限公司（下称“云南白药”， 000538.SZ）公告董事长王明辉因个人原因辞职。
按照架构，此前云南白药有董事长王明辉、联席董事长陈发树，两人年纪均超60岁。资料显示，2004年起王明辉就任职公司董事长。期间，公司不断壮大并成功通过牙膏品牌走上巅峰。
王明辉的离去，代表云南白药进入一个新篇章。目前首席执行官代为履行董事长职务，之后公司将召开董事会完成新任董事长的选举工作。辞职前，公司的“排雷”和新业务等工作同时开展。“排雷”包括出清股票、处理收购标的，新业务是寻找牙膏外的新增长点。
出清股票计划
炒股亏损，是云南白药被诟病的问题之一。
2022年前三季度，云南白药的公允价值变动收益为-7.51亿元，仍处于亏损状态。但好在亏损逐渐收窄，主要是持有的证券、基金单位净值产生变化，2021年同期公司该指标为-15.55亿元。
亏损收窄，主要受益于云南白药的股票出清。
对比2021年报和2022年半年报，云南白药清仓了腾讯控股、恒瑞医药、伊利股份等股票。截至2022年上半年，公司还持有4只股票、6只债券型基金。
股票方面，云南白药持仓雅各臣科研制药（02633.HK）、健倍苗苗（02161.HK）、中国抗体（03681.HK）、小米集团（01810.HK）。其中，公司投资最大的小米集团，初始投资成本16.32亿元，截至2022年上半年账面价值12.8亿元。
实际上，报告期内云南白药仅持有雅各臣科研制药获得收益，其余皆为亏损。尽管如此，公司还是出售中国抗体股票，金额390.4万元。进入2022年下半年，中国抗体的股价有所反弹，而小米集团的股价在7月到10月有明显下挫，之后缓慢进入回升通道。
对于未来，2022年1月的机构调研会上，云南白药就明确表示“将逐步减仓，不继续增持”。今年2月接受调研时，公司继续强调这点。
值得注意的是，2022年4月，云南白药以16.87元/股认购上海医药的定增股票，金额达109.1亿元，锁定期三年。截至3月9日，上海医药报收19.93元/股。
此番定增，双方产业协作的意味更强。2022年上半年，云南白药的批发零售收入110.13亿元，占营业收入的61.13%，同比下滑9.82%。上海医药也主营药品器械的批发流通，定增后公司成为第二大股东。
2022年8月，云南白药公告称，提名联席董事长陈发树、首席执行官董明、首席财务官马加分别出任上海医药的非执行董事候选人、执行董事候选人、监事候选人。今年2月，公司表示该议案尚需提交上海医药股东大会审议。
收购万隆控股引发过亿减值
云南白药的炒股风险广为人知，而商誉和信用风险也值得重视。
2022年前三季度，云南白药归属于上市公司股东的净利润8.04亿元，同比下滑5.94%；资产减值损失-6.23亿元，主要为计提的商誉减值；信用减值损失-7.13亿元，主要“基于财务谨慎性原则对本期合并报表范围的子公司计提信用减值损失”。
这里面的子公司，主要是香港万隆控股集团有限公司（下称“万隆控股”，00030.HK）。万隆控股由云南白药全面要约收购而来，主营食油、砂糖、个人护理、化妆品贸易、放贷等业务。被收购前，万隆控股由周泓、方科等两个自然人持有，两人都从内地移民至中国香港，起家于纺织、消费电子等产业。
2022年上半年，云南白药对万隆控股的商誉达6.45亿元，同期计提5.61亿元。报告期内，万隆控股净利润-5.73亿元。公司在半年报里特别提到，万隆控股从事的放贷业务，有若干借款人违约。2022年1月，万隆控股曾公告信贷亏损拨备净额约0.9亿港元（约合人民币0.8亿元）。
之所以当初收购，云南白药是计划构建一个面向全球的产业平台，但由此引发的风险，还不止于商誉减值。
根据2022年半年报，信用减值损失的最大部分来自预付款项减值损失。报告期内，公司信用减值损失-6.7亿元，其中预付款项减值损失-3.15亿元。
值得注意的是，万隆控股旗下的万隆兴业商贸（香港）有限公司是预付款最大的债权单位，即未还款方。该企业账龄在1到2年，所欠债务方均为境外企业，合计1.19亿元。
从商誉减值到信用减值损失，万隆控股拖累了云南白药的财务数据。对此，公司披露“以高度谨慎严谨的态度开展了对万隆控股的财务并表，完成了对该公司治理架构及管理团队的改组”。
布局新增长曲线
王明辉离任前，公司布局了新产品和第二增长曲线。
2022年上半年，云南白药的工业产品收入69.58亿元，同比上涨1.96%，占营业收入的38.62%。该板块覆盖了药品、健康品等事业部。其中，健康品事业部的核心产品为牙膏，常年贡献收入超90%。
有大单品支撑事业部收入，是幸福也是烦恼。截至2022年上半年，云南白药牙膏的市场份额已稳居行业龙头，因此提升空间相对较小。公司表示，报告期内通过上市新型牙膏，市占率较2021年底增长0.9%个百分点达到24.8%。
市场份额的增长空间狭小，云南白药把目光投向了洗发水系列，推出品牌“养元青”。该系列主打控油、防脱、育发等，已在线上、线下渠道全面铺排。
今年2月接受调研时，云南白药表示养元青在2022年双十一期间，“站上天猫国货防脱赛道第一位”，双十一当日销售额超1.5亿元。
不止于此，云南白药在各种场合多次表示，医美、口腔护理、新零售健康服务等才是公司的第二增长曲线。
截至目前，云南白药已在上海和云南开业医美诊所，并在北京筹划开设。诊所与北大医学部搭建战略合作，研发护肤产品。口腔护理方面，公司于2022年下半年发布品牌齿说ToothTalk旗舰产品——“齿说魔盒”口腔智护集成盒。
“新业务初露锋芒，推动第二增长曲线的引擎全速前进”，云南白药这样评价第二增长曲线。但从财报上的具体数字来看，这些新业务的未来如何，值得继续观察。（思维财经出品）■
Investor Network Cai Jun
In March this year, Yunnan Baiyao Group Co., Ltd. (hereinafter referred to as "Yunnan Baiyao", 000538.SZ) announced that Chairman Wang Minghui resigned for personal reasons.
According to the structure, Yunnan Baiyao had Chairman Wang Minghui and Co-Chairman Chen Fashu, both of whom were over 60 years old. According to the data, Wang Minghui has been chairman of the company since 2004. During this period, the company continued to grow and successfully reached the peak through the toothpaste brand.
The departure of Wang Minghui represents Yunnan Baiyao to enter a new chapter. At present, the CEO will act as chairman, after which the company will convene a board of directors to complete the election of the new chairman. Before resigning, the company's "demining" and new business were carried out at the same time. "demining" includes clearing stocks and dealing with acquisition targets, and the new business is looking for new growth points outside toothpaste.
Stock liquidation plan
Loss in stock speculation is one of the problems that Yunnan Baiyao has been criticized.
In the first three quarters of 2022, the fair value change income of Yunnan Baiyao was-751 million yuan, which was still in a state of loss. But fortunately, the loss has gradually narrowed, mainly due to changes in the net value of securities and fund units held. The index of the company in the same period in 2021 is-1.555 billion yuan.
Losses narrowed, mainly due to the liquidation of Yunnan Baiyao shares.
Compared with the 2021 report and the 2022 semi-annual report, Yunnan Baiyao cleared Tencent, Hengrui Pharmaceutical, Yili shares and other stocks. As of the first half of 2022, the company also holds 4 stocks and 6 bond funds.
In terms of stocks, Yunnan Baiyao holds Jacob Research Pharmaceutical (02633.HK), Jianbi Miao (02161.HK), Chinese Antibody (03681.HK), XIAOMI Group (01810.HK). Among them, the company invests the largest XIAOMI Group, with an initial investment cost of 1.632 billion yuan and a book value of 1.28 billion yuan as of the first half of 2022.
In fact, during the reporting period, Yunnan Baiyao only gained profits from holding Jacobson's scientific research pharmaceuticals, and the rest were losses. In spite of this, the company still sold Chinese antibody shares for 3.904 million yuan. In the second half of 2022, the share price of China Antibody rebounded, while the share price of XIAOMI Group fell significantly from July to October, and then slowly entered the recovery channel.
For the future, at the institutional research meeting in January 2022, Yunnan Baiyao made it clear that "it will gradually reduce its positions and will not continue to increase its holdings." The company continued to emphasize this point when it was surveyed in February.
It is worth noting that in April 2022, Yunnan Baiyao subscribed for the fixed increase stock of Shanghai Pharmaceutical at 16.87 yuan per share, the amount reached 10.91 billion yuan, with a lock-up period of three years. As of March 9, Shanghai Pharmaceutical reported 19.93 yuan per share.
With this increase, the meaning of industrial cooperation between the two sides is even stronger. In the first half of 2022, the wholesale and retail income of Yunnan Baiyao was 11.013 billion yuan, accounting for 61.13% of the operating income, down 9.82% from the same period last year. Shanghai Pharmaceutical is also mainly engaged in the wholesale circulation of pharmaceutical equipment, and the company has become the second largest shareholder after the increase.
In August 2022, Yunnan Baiyao announced that it had nominated co-chairman Chen Fashu, CEO Dong Ming and Chief Financial Officer Ma Jia as candidates for non-executive directors, executive directors and supervisors of Shanghai Pharmaceutical respectively. In February this year, the company said that the proposal still needs to be submitted to the general meeting of Shanghai Pharmaceutical shareholders for consideration.
The acquisition of Bandung Holdings leads to more than 100 million impairment.
The stock speculation risk of Yunnan Baiyao is well known, and goodwill and credit risk are also worthy of attention.
In the first three quarters of 2022, the net profit of Yunnan Baiyao belonging to shareholders of listed companies was 804 million yuan, down 5.94% from the same period last year; the asset impairment loss was-623 million yuan, mainly for the impairment of goodwill; and the credit impairment loss was-713 million yuan. Mainly "based on the principle of financial prudence to calculate credit impairment losses to subsidiaries within the scope of the current consolidated statements".
The subsidiary company is mainly Hong Kong Bandung Holdings Group Co., Ltd. (hereinafter referred to as "Bandung Holdings", 00030.HK). Bandung Holdings is acquired by a comprehensive offer from Yunnan Baiyao, mainly engaged in cooking oil, sugar, personal care, cosmetics trade, lending and other businesses. Before the acquisition, Bandung Holdings was held by Zhou Hong, Fang Ke and other two natural persons, both of whom emigrated from the mainland to Hong Kong, China, and started in textile, consumer electronics and other industries.
In the first half of 2022, the goodwill of Yunnan Baiyao to Bandung Holdings reached 645 million yuan, compared with 561 million yuan in the same period. During the reporting period, the net profit of Bandung Holdings was-573 million yuan. The company specifically mentioned in its semi-annual report that Bandung Holdings had defaulted on a number of borrowers in its lending business. In January 2022, Bandung Holdings announced a net provision for credit losses of about 90 million Hong Kong dollars (80 million yuan).
The reason for the original acquisition, Yunnan Baiyao is planning to build a global industrial platform, but the resulting risk is not limited to the impairment of goodwill.
According to the semiannual report of 2022, the largest portion of credit impairment losses comes from prepayment impairment losses. During the reporting period, the company's credit impairment loss was-670 million yuan, of which the prepaid impairment loss was-315 million yuan.
It is worth noting that Bandung Industrial Trading (Hong Kong) Co., Ltd., owned by Bandung Holdings, is the largest advance creditor, that is, the unpaid party. The account age of the enterprise is one to two years, and the debtors owed are all foreign enterprises, totaling 119 million yuan.
From goodwill impairment to credit impairment losses, Bandung Holdings dragged down Yunnan Baiyao's financial data. In this regard, the company disclosed that "with a highly cautious and rigorous attitude to carry out the financial consolidation of Bandung Holdings, completed the restructuring of the company's governance structure and management team."
Layout new growth curve
Before Wang Minghui left office, the company laid out new products and a second growth curve.
In the first half of 2022, the industrial product income of Yunnan Baiyao was 6.958 billion yuan, up 1.96% from the same period last year, accounting for 38.62% of the operating income. This section covers pharmaceuticals, health products and other business departments. Among them, the core product of the Health products Division is toothpaste, which contributes more than 90% of the income all the year round.
Having large items to support the income of the business department is both happiness and annoyance. As of the first half of 2022, the market share of Yunnan Baiyao toothpaste has firmly occupied the leading position in the industry, so the room for improvement is relatively small. The company said that during the reporting period, through the listing of new toothpaste, the market share increased by 0.9 percentage points to 24.8% compared with the end of 2021.
The growth space of market share is narrow, Yunnan Baiyao has turned its attention to the shampoo series and launched the brand "Yangyuanqing". This series focuses on oil control, anti-stripping, hair care, etc., and has been arranged in an all-round way both online and offline.
In a survey conducted in February this year, Yunnan Baiyao said that during the Singles' Day holiday in 2022, Yangyuanqing "ranked first in the Tmall domestic anti-detachment track", with sales exceeding 150 million yuan on that day.
Not only that, Yunnan Baiyao has repeatedly said on various occasions that medical beauty, oral care and new retail health services are the company's second growth curve.
Up to now, Yunnan Baiyao has opened medical and beauty clinics in Shanghai and Yunnan, and plans to open them in Beijing. The clinic has established strategic cooperation with the Medical Department of Peking University to develop skin care products. In terms of oral care, the company released the brand Tooth ToothTalk flagship product-"Tooth Magic Box" Oral Intelligence Care Integrated Box in the second half of 2022.
"the new business is beginning to show its edge, driving the engine of the second growth curve forward at full speed," Yunnan Baiyao said of the second growth curve. However, judging from the specific figures in the financial report, the future of these new businesses is worth watching. (produced by thinking Finance) ■
