Yunnan Baiyao Group Co., Ltd. and all members of the board of directors guarantee that the information disclosed is true, accurate, and complete, without false records, misleading statements, or significant omissions.
I. Basic Information on Daily Related Transactions
(1) Overview of Daily Related Transactions
- The board of directors has approved the expected daily related transaction amount for 2026. On December 31, 2025, the 11th Board of Directors of Yunnan Baiyao Group Co., Ltd. (hereinafter referred to as "the Company") approved that the total expected daily related transactions with Shanghai Pharmaceuticals Holding Co., Ltd. (hereinafter referred to as "Shanghai Pharmaceuticals") for 2026 will amount to 1.9 billion yuan, of which the expected amount for purchasing goods from Shanghai Pharmaceuticals is 1.2 billion yuan, and the expected amount for selling goods to Shanghai Pharmaceuticals is 700 million yuan.
- Other expected daily related transaction amounts reviewed by the board of directors for 2026. Based on the daily operational needs for 2026, the Company has reasonably estimated other related transactions, including procurement and sales of goods. The expected sales amount to Tibet Jiushi Zhihua Marketing Co., Ltd. (hereinafter referred to as "Tibet Jiushi") is 400 million yuan.
- The total expected daily related transaction amount for 2026, as reviewed by the 11th Board of Directors on December 31, 2025, and the second meeting of the 11th Board of Directors on March 31, 2026, is 2.3 billion yuan, accounting for 5.74% of the Company's most recent audited net assets of 4,004,405.88 million yuan, and must be submitted for approval at the Company's 2025 annual general meeting. In 2025, the actual daily related transactions with related parties amounted to 1,452.84 million yuan, which did not exceed the amount approved by the board of directors and shareholders for 2025.
(2) Expected Categories and Amounts of Daily Related Transactions for 2026
| Related Transaction Category | Related Party | Related Transaction Content | Pricing Principle | Contract Amount or Expected Amount | Amount Incurred to Date | Amount Incurred Last Year |
|---|
| Purchase from Related Party | Shanghai Pharmaceuticals Holding Co., Ltd. | Goods | Determined through negotiation based on market prices | 1,200,000.00 | 86,75.20 | 67,322.65 |
| Subtotal | - | - | - | 1,200,000.00 | 86,75.20 | 67,322.65 |
| Sale to Related Party | Shanghai Pharmaceuticals Holding Co., Ltd. | Goods | Determined through negotiation based on market prices | 700,000.00 | 88,31.44 | 49,033.48 |
| Sale to Related Party | Tibet Jiushi Zhihua Marketing Co., Ltd. | Goods | Determined through negotiation based on market prices | 400,000.00 | 44,24.40 | 28,928.08 |
| Subtotal | - | - | - | 1,100,000.00 | 132,55.84 | 77,961.56 |
(3) Actual Daily Related Transactions for 2025
| Related Transaction Category | Related Party | Related Transaction Content | Actual Amount Incurred | Expected Amount | Actual Amount as Percentage of Similar Business (%) | Difference from Expected Amount (%) | Disclosure Date and Index |
|---|
| Purchase from Related Party | Shanghai Pharmaceuticals Holding Co., Ltd. | Goods | 67,322.65 | 120,000.00 | 2.32% | -43.90% | Not applicable |
| Subtotal | - | - | 67,322.65 | 120,000.00 | 2.32% | -43.90% | - |
| Sale to Related Party | Shanghai Pharmaceuticals Holding Co., Ltd. | Goods | 49,033.48 | 70,000.00 | 1.19% | -29.95% | Not applicable |
| Sale to Related Party | Tibet Jiushi Zhihua Marketing Co., Ltd. | Goods | 28,928.08 | 35,000.00 | 0.70% | -17.35% | Not applicable |