Securities Code: 002316 Securities Abbreviation: Yalian Development Announcement No.: 2026-015 Jilin Yalian Development Technology Co., Ltd. Announcement on the Failure to Meet Performance Commitments and Performance Compensation of a Subsidiary in 2025 The Company and the entire Board of Directors guarantee that the content of this information disclosure is true, accurate, and complete, and contains no false records, misleading statements, or major omissions. Jilin Yalian Development Technology Co., Ltd. (hereinafter referred to as the "Company") held the sixth meeting of the seventh Board of Directors on March 9, 2026, and reviewed and approved the "Proposal on the Failure to Meet Performance Commitments and Performance Compensation of a Subsidiary in 2025". The relevant matters are hereby announced as follows: I. Transaction Overview On December 7, 2023, the Company held the nineteenth meeting of the sixth Board of Directors and reviewed and approved the "Proposal on Establishing a Joint Venture Company and Acquiring Assets". It was agreed that the Company, together with Yang Wei and Lin Yang, would jointly invest in establishing Unionmeida Biotechnology (Dalian) Co., Ltd. (hereinafter referred to as "Unionmeida"). Da Lian Mei Tu Biotechnology Co., Ltd. (hereinafter referred to as "Da Lian Mei Tu") shareholders Yang Wei and Lin Yang established Unionmeida Biotechnology (Dalian) Co., Ltd. (hereinafter referred to as "Unionmeida") for this transaction to divest the cellulose-based materials business of Da Lian Mei Tu (hereinafter referred to as the "Target Business"). After the Target Business was divested to Unionmeida, Unionmeida would purchase 100% of Unionmeida's equity for RMB 25 million. For details, please refer to the "Announcement on Establishing a Joint Venture Company and Acquiring Assets" (Announcement No.: 2023-066) and the "Announcement on the Progress of Establishing a Joint Venture Company and Acquiring Assets" (Announcement No.: 2024-002) published by the Company on December 8, 2023, and January 11, 2024, in the designated information disclosure media, namely "Securities Times", "China Securities Journal", "Shanghai Securities News", "Securities Daily", and CNinfo.com.cn (website: http://www.cninfo.com.cn). II. Performance Commitment Situation According to the performance commitment and compensation clauses stipulated in the "Investment Cooperation Agreement" previously signed by the Company, Yang Wei, Lin Yang, and Da Lian Mei Tu, Yang Wei and Lin Yang promised that Unionmeida's net profit in 2024 and 2025 would be no less than RMB 16.00 million and RMB 18.00 million respectively, and the cumulative net profit achieved during the performance commitment period would be no less than RMB 34.00 million. If Unionmeida's net profit in the current period of 2024 is less than 80% of the performance commitment target for the current period, or if the cumulative net profit achieved during the performance commitment period is less than RMB 34.00 million, then Yang Wei and Lin Yang shall, within ten working days after the issuance of the annual audit report for the corresponding year of Unionmeida, make a one-time supplementary payment in cash to Unionmeida. III. Performance Situation and Performance Compensation Unionmeida has been included in the Company's consolidated financial statements since December 15, 2023. The net profit achieved by the end of 2025 is as follows:
| Year | Amount (RMB million) |
|---|---|
| 2023 | 78.84 |
| 2024 | 1,679.29 |
| 2025 | 1,676.03 |
| Total | 3,434.17 |
| The above data has been audited by Dahua Certified Public Accountants (Special General Partnership). | |
| Unionmeida's cumulative net profit for 2023, 2024, and 2025 was RMB 3,434.17 million. According to the "Audit Report on the Performance Commitment Achievement of Unionmeida Biotechnology (Dalian) Co., Ltd." (Dahua Audit [2026] No. 0011002046) issued by Dahua Certified Public Accountants (Special General Partnership), Unionmeida's cumulative net profit for the performance commitment period of 2024 and 2025 was RMB 3,355.33 million, which is less than the cumulative net profit of RMB 3,400.00 million for the performance commitment period. According to the performance compensation calculation method, the compensation amount is RMB 44.67 million. | |
| IV. Reasons for Failure to Meet Performance Commitments | |
| Affected by intensified industry competition, in order to enhance long-term competitiveness, Unionmeida increased R&D investment to improve product technological barriers and invested in new business lines to further enhance future profitability. At the same time, to meet the needs of future capacity expansion and process upgrades, a new factory was invested and constructed. These measures led to an increase in R&D expenses, production costs, and related expenses, which had a phased impact on Unionmeida's performance achievement. However, this has laid a solid foundation for the long-term high-quality development of Unionmeida and Unionmeida. | |
| V. Measures to be Taken by the Company | |
| The Company will, in accordance with the performance commitment and compensation clauses in the "Investment Cooperation Agreement", promote the execution of performance compensation to effectively protect the interests of the Company and all shareholders. At the same time, the Company will actively take measures to improve the profitability of related businesses and enhance the core competitiveness of the Company. | |
| VI. Documents for Inspection |
- Resolution of the Sixth Meeting of the Seventh Board of Directors. Hereby announced. Jilin Yalian Development Technology Co., Ltd. Board of Directors March 11, 2026