The objective of this paper is to study the effect of hydroxypropyl-b-cyclodextrin (HP-b-CD) complexation on the aqueous solubility, structure, thermal stability, antioxidant activity, and tyrosinase inhibition of paeonol (PAE). The inclusion complex (PAE-HP-b-CD complex) of HP-b-CD and PAE was prepared by a freeze-drying method. Phase solubility tests showed that the stability constant of the inclusion complex was about 33.8 M -1 at 25°C. The experimental results of proton nuclear magnetic resonance (H-NMR) spectroscopy, differential scanning calorimetry (DSC) and X-ray diffraction (XRD) suggested that PAE was included by HP-b-CD to form the PAE-HPb-CD complex. Furthermore, the thermogravimetric analysis (TGA) results showed that the thermal stability of PAE was improved when it was complexed with HP-b-CD. Comparing the antioxidant activity of PAE with that of the PAE-HP-b-CD complex at the same concentration revealed that the complex of PAE with HP-b-CD was better able to eliminate radical. Furthermore, the experimental results revealed that the formation of a complex with HP-b-CD increased the water solubility of PAE, improving its apparent inhibitive activity of tyrosinase.