云南白药:2026年半年度报告(英文版)
摘要
Yunnan Baiyao Group Co., Ltd.
Interim Report 2026
August 2026
Section I Important Notes, Contents, and Definitions
The Board of Directors (the “Board”), the directors, and the senior management of the Company confirm the truthfulness, accuracy and completeness of the contents of this Interim Report and there are no misrepresentation, misleading statement or material omission from this Interim Report, and they accept joint and several responsibilities for the truthfulness, accuracy and completeness of the contents herein.
Mr. Zhang Wenxue, 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 the truthfulness, accuracy, and completeness of the financial statements in this Interim Report.
All directors of the Company attended the Board meeting in respect of considering and approving this Interim Report.
The Company kindly requests investors to read through this Interim Report and pay special attention to “X. Risks and Countermeasures” in the “Section III Management Discussion and Analysis.” Investors are advised to pay attention to investment risks.
The profit distribution plan considered and approved by the Board of Directors is as follows: Based on a total of 1,784,262,603 shares, a cash dividend of RMB 10.38 (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.
This report has been prepared in Chinese and translated into English. Should there be any discrepancies or misunderstandings between the two versions, the Chinese version shall prevail.
Contents
- Section I Important Notes, Contents, and Definitions .............................................................1
- Section II Company Profile and Key Financial Indicators .......................................................5
- Section III Management Discussion and Analysis ......................................................................9
- Section IV Corporate Governance, Environment and Society ................................................48
- Section V Significant Events .....................................................................................................55
- Section VI Changes in Shareholdings and Particulars about Shareholders ..........................74
- Section VII Bonds ..........................................................................................................................80
- Section VIII Financial Statements ................................................................................................81
Documents Available for Inspection
- (I) Financial statements affixed with the signatures and stamps of the person in
charge of the Company, the accounting officer, and the general manager of Financial Management Department;
- (II) Originals of all the Company’s documents and announcements publicly
disclosed on the Securities Times, Shanghai Securities News, China Securities Journal, and www.cninfo.com.cn during the reporting period;
- (III) Other related materials.
Definitions
| Term | Definitions |
|---|---|
| CSRC | China Securities Regulatory Commission |
| SZSE | Shenzhen Stock Exchange |
| Hong Kong Stock Exchange | The Stock Exchange of Hong Kong Limited |
| SASAC of Yunnan Province | State-owned Assets Supervision and Administration Commission of Yunnan Provincial People’s Government |
| The Company, Yunnan Baiyao or Yunnan Baiyao Group | Yunnan Baiyao Group Co., Ltd. |
| New Huadu | New Huadu Industrial Group Co., Ltd. |
| State-owned Equity Management Company | Yunnan State-owned Equity Operation Management Co., Ltd. |
| Yunnan Hehe | Yunnan Hehe (Group) Co., Ltd. |
| Baiyao Holdings | Yunnan Baiyao Holdings Co., Ltd. |
| YNBY International | YNBY International Limited |
| Shanghai Pharma | Shanghai Pharmaceuticals Holding Co., Ltd. |
| Merger and overall listing | A transaction that Yunan Baiyao merged with Baiyao Holdings by issuing shares to all shareholders of Baiyao Holdings, including SASAC of Yunnan Province, New Huadu and Jiangsu Yuyue Science & Technology Development Co., Ltd. |
| Health Products Company | Yunnan Baiyao Group Health Products Co., Ltd. |
| TCM Resources Company | Yunnan Baiyao Group TCM Resources Co., Ltd. |
| Yunnan Pharma | Yunnan Pharmaceutical Co., Ltd. |
| Yunhe Pharma | Yunhe Pharmaceutical (Tianjin) Co., Ltd. |
| NMPA | National Medical Products Administration |
| FDA | U.S. Food and Drug Administration |
| Juyaotang | Anguo Juyaotang Pharmaceutical Co., Ltd. |
| Reporting period | The period from January 1, 2026 to June 30, 2026 |
| RMB, RMB’0,000, RMB’00,000,000 | Expressed in the Chinese currency of Renminbi, expressed in tens of thousands of Renminbi, expressed in hundreds of millions of Renminbi |
Section II Company Profile and Key Financial Indicators
I. Company Profile
| Stock Abbreviation | Yunnan Baiyao | Stock Code | 000538 |
|---|---|---|---|
| Stock Abbreviation before Change (if any)<br><br> | None | ||
| Stock Exchange | Shenzhen Stock Exchange | ||
| Company Name in Chinese | 云南白药集团股份有限公司 | ||
| Company Abbreviation in Chinese (if any)<br><br> | 云南白药 | ||
| Company Name in English (if any) | YUNNAN BAIYAO GROUP CO., LTD. | ||
| Company Abbreviation in English (if any)<br><br> | YUNNAN BAIYAO | ||
| Legal Representative of the Company<br><br> | Zhang Wenxue |
II. Contact Person and Contact Information
| Secretary of the Board of Directors | Representative of Securities Affairs | |
|---|---|---|
| Name | Qian Yinghui | Li Mengjue |
| Contact Address | No. 3686 Yunnan Baiyao Street, Chenggong District, Kunming City, Yunnan Province | No. 3686 Yunnan Baiyao Street, Chenggong District, Kunming City, Yunnan Province |
| Tel | 0871-66226106 | 0871-66226106 |
| Fax | 0871-66203531 | 0871-66203531 |
| 000538dm@ynby.cn | 000538@ynby.cn |
III. Other Information
1. Contact information of the Company
Whether the Company’s registered address, office address, postal code, website, and e-mail address have changed during the reporting period
□ Applicable Not applicable There was no change in the Company’s registered address, office address, postal code, website, or e-mail address during the reporting period. For more information, please refer to the 2025 Annual Report.
2. Information disclosure and location
Whether the information disclosure and location have changed during the reporting period
□ Applicable Not applicable There was no change in the stock exchange website, media outlets, and their websites where the Company disclosed the Interim Report, or the location where the Interim Report was prepared and placed during the reporting period. For more information, please refer to the 2025 Annual Report.
3. Other information
Whether other information has changed during the reporting period
□ Applicable Not applicable
IV. 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 reporting period | The same period of the previous year<br><br> | Increase/decrease during the reporting period compared with the same period of the previous year<br><br> | |
|---|---|---|---|
| Operating revenue (RMB) | 21,884,075,971.15 | 21,257,102,896.02 | 2.95% |
| Net profit attributable to shareholders of the listed company (RMB)<br><br> | 3,701,170,618.67 | 3,632,911,303.12 | 1.88% |
| Net profit attributable to shareholders of the listed company after deducting nonrecurring profits and losses (RMB)<br><br> | 3,518,415,542.36 | 3,460,915,449.48 | 1.66% |
| Net cash flows from operating activities (RMB)<br><br> | 4,106,039,368.33 | 3,961,187,202.77 | 3.66% |
| Basic earnings per share (RMB/share) | 2.07 | 2.04 | 1.47% |
| Diluted earnings per share (RMB/share) | 2.07 | 2.04 | 1.47% |
| Weighted average ROE | 9.04% | 9.09% | Down 0.05 percentage points |
| End of the reporting period<br><br> | End of the previous year | Increase/decrease at the end of the reporting period compared with the end of the previous year<br><br> | |
| Total assets (RMB) | 55,145,269,649.47 | 54,268,581,131.82 | 1.62% |
| Net assets attributable to shareholders of the listed company (RMB)<br><br> | 40,973,152,783.10 | 40,044,058,844.44 | 2.32% |
The lower of the Company’s net profits before and after deducting non-recurring profits and losses in the latest three accounting years are all negative, and the Company’s audit report for the previous year shows uncertainties in the Company’s ability to continue as a going concern
□Yes No During the reporting period, the lower of the Company’s audited total profit, net profit, and net profit after deducting non-recurring
gains and losses was negative
□Yes No Total share capital of the Company as of the trading day preceding disclosure:
| Total share capital of the Company as of the trading day preceding disclosure (shares)<br><br> | 1,784,262,603.00 |
|---|
Fully diluted earnings per share calculated based on the latest share capital:
| Preferred share dividend paid | 0.00 |
|---|---|
| Perpetual bond interest paid (RMB) | 0.00 |
| Fully diluted earnings per share calculated based on the latest share capital (RMB/share)<br><br> | 2.0743 |
V. Differences in Accounting Data under Chinese Accounting Standards (CAS) and Overseas Accounting Standards
- 1. Differences in the net profits and net assets in financial statements disclosed respectively under International Financial Reporting Standards (IFRS) and CAS
□Applicable Not applicable During the reporting period, there was no difference in net profits and net assets in financial statements disclosed respectively under IFRS and CAS.
- 2. Differences in the net profit and net assets in financial statements disclosed respectively under overseas accounting standards and CAS
□Applicable Not applicable During the reporting period, there was no difference in the net profits and assets in financial statements disclosed respectively under overseas accounting standards and CAS.
VI. Non-recurring Profits and Losses and their Amounts
Applicable □Not applicable
Unit: RMB
| Item | Amount | Remarks |
|---|---|---|
| Profits and losses from disposal of non-current assets (including the write-off for the accrued impairment of assets)<br><br> | 3,357,305.66 | |
| Government subsidies included in the current profits and losses (excluding the government subsidies closely related to regular businesses of the Company in line with national policies and received by a determined standard, with a continuous impact on the Company’s profits and losses)<br><br> | 55,632,035.55 | |
| Profits and losses from changes in fair value of financial assets and liabilities held for trading by non-financial enterprises, and from disposal of such financial assets and liabilities, except for effective hedging operations related to regular businesses of the Company<br><br> | 129,325,396.89 | |
| Profits and losses from entrusted investment or asset management | 17,162,500.72 | |
| Reversal of impairment provision of accounts receivable subject to individual impairment test | 764,946.00 | |
| Non-operating revenue and expenses other than the above | 8,365,551.93 | |
| Other profits and losses satisfying the definition of non-recurring profits and losses | 2,706,934.78 | |
| Less: Amount affected by the income tax | 34,145,671.34 | |
| Amount affected by minority interests (after tax) | 413,923.88 | |
| Total | 182,755,076.31 |
Other profits and losses satisfying the definition of non-recurring profits and losses: Applicable □Not applicable Other non-recurring profits and losses that meet the definition of non-recurring profits and losses mainly include other non-recurring
profits and losses such as interest on fixed deposits and value added tax credit.
Note for the definition of non-recurring profits and losses set out in the No.1 Explanatory Announcement on Information Disclosure for Companies Offering Their Securities to the Public - Non-recurring Profits and Losses, as recurring profits and losses
□Applicable Not applicable
The Company does not define any non-recurring profits and losses set out in the No.1 Explanatory Announcement on Information Disclosure for Companies Offering Their Securities to the Public - Non-recurring Profits and Losses as recurring profits and losses.
Section III Management Discussion and Analysis
I. Principal business of the Company during the Reporting Period
- (I) Overview
- Industry landscape and development trends
(1) Steady growth in health-related demand: synergy between population aging and health-consumption upgrade
In recent years, population aging progression, upgraded health awareness and lifestyle shifts constitute the key drivers of sustained demand growth in the pharmaceutical and healthcare sector. First, accelerated population aging unlocks rigid health-related demand. In 2026, the share of China’s population aged 60 and above in the total population maintains its upward trend. The elderly group sees rigid growth in demand for chronic‑disease management and health‑preserving wellness services. Second, the concept of proactive health is reshaping consumption patterns. As of 2025, 69.1% of the residents aged 7 and above in China exercised at least once a week (Source: Bulletin on National Fitness Activity Survey). As of early April 2025, the number of people participating in outdoor sports in China had surpassed 400 million (Source: The China Outdoor Sports Industry Development Report (2024-2025)). The growing demand for sports has also driven up demand for related pharmaceutical and healthcare products, such as sports injury prevention and rehabilitation, and pain management. Collectively, these factors have expanded market potential and created favorable conditions for the traditional Chinese medicine (TCM) industry to leverage its inherent strengths.
(2) New cycle of TCM high-quality development: TCM industry restructuring amid closed‑loop policies In 2026, driven by policies, the TCM industry continues to deepen its transition toward high‑quality
development. Nevertheless, an adjustment cycle marked by intertwined multiple pressures is still underway.
On the one hand, top-level policies have formed a closed-loop system for high-quality development. On January 16, 2026, the State Council promulgated the revised the Implementation Regulations of the Drug Administration Law. As for the administrative regulations, it formally establishes four accelerated review‑and‑approval pathways for innovative drugs: breakthrough therapy procedure, conditional approval, priority review and approval, and special approval procedure, which comprehensively removes institutional bottlenecks hindering new drugs from clinical trials to marketing launch. On March 1, 2026, the Special Provisions for the Supervision and Administration of TCM Manufacturing officially took effect. These provisions place strong
emphasis on quality control across the supply chain, at every stage, and throughout the production process of TCM materials; encourage the acceleration of modernization and upgrading in TCM production; and promote digital and intelligent transformation to ensure the quality and safety of TCM from the source. On July 10, 2026, the State Council approved the 15th Five-Year Plan for the Revitalization and Development of TCM, which serves as the overarching blueprint for the development, healthcare application, scientific research, and internationalization of TCM industry over the next five years. It calls for multi-departmental collaboration to establish supporting policies to ensure implementation, charting a new course for the TCM industry chain, including TCM materials, Chinese patent medicine, TCM services, and TCM innovation.
On the other hand, under the combined influence of multiple policies, the TCM industry is shifting away from the traditional path of scale‑driven expansion toward a new stage of high‑quality development centered on “quality‑oriented and efficacy‑driven.” Amid an adjustment cycle for the transformation of growth drivers, the industry faces mounting pressure on revenue growth and profit realization, leading to an overall slowdown in growth rates. Meanwhile, the industry is transitioning from fragmented competition toward centralized collaboration. Approvals and production capacities characterized by weak clinical evidence, untraceable quality and low‑level duplication will be phased out at an accelerated pace, and the trend of structural optimization and adjustment will continue to deepen.
(3) The consumer market is characterized by “aggregate‑volume pressure, structural differentiation and a return to rationality”
In the consumer goods market, total retail sales of consumer goods reached RMB 24.87 trillion in the first half of 2026, up 1.3% year on year. The growth rate retreated from that for the full‑year 2025. Household consumption willingness remains subdued, and the consumer confidence index is yet to improve. (Sources: The National Bureau of Statistics)
Competition intensifies in the oral-care track, with three major growth drivers in full swing: “rapid online growth, enhanced product efficacy, and channel restructuring.” First, online channels register rapid growth. In the first quarter of 2026, sales of oral care products on mainstream e-commerce platforms reached RMB 5.813 billion, representing a year-on-year increase of 13.8%. Second, profound structural differentiation has emerged among online channels. In the first quarter, sales through Douyin accounted for 55% of the total e-commerce sales in the oral care category, with a year-on-year increase of 30.73%, leading the growth rate. Growth in traditional shelf‑based e-commerce platforms posted slower growth, with JD.com’s sales up 13.76% year-on-year and Tmall’s sales down
- 2.31% year-on-year. (Source: Moojing Market Intelligence) Third, offline channels are undergoing shifts in sales
structure. The share of traditional hypermarkets and convenience stores is shrinking, while emerging channels such as warehouse membership stores, snack specialty stores, and discount stores are bucking the trend and growing, becoming new growth engines of offline sales. Fourth, the demand for oral care is shifting toward precision and functionality. Functional demands such as whitening, gum care and anti‑sensitivity stand out, while functional‑oriented, premium and children’s segments have become key drivers of growth.
2. Industry position
The Central Committee of the Communist Party of China (“CPC” or the “Party”) and the State Council attach great importance to the development of TCM, positioning the inheritance and innovation of TCM as an important aspect of the socialist cause with Chinese characteristics in the new era. The report to the 20th CPC National Congress has explicitly stated that we should “promote the inheritance and innovation of TCM.” The Yunnan Provincial Committee of the CPC and the provincial government place great emphasis on the development of the TCM materials industry, positioning this industry as the key focus for developing agriculture of Yunnan plateau characteristics and an important part of the growth of “resource-driven economy.” The Three-year Action Work Plan for the High-quality Development of the TCM Industry in Yunnan Province (2025-2027) outlines the goal of building industrial clusters with Yunnan Baiyao Group serving as the “chain leader” to expand and strengthen the TCM materials industry.
Yunnan Baiyao has always been committed to the inheritance and innovation of TCM, continuously exploring the intrinsic potential of traditional medicinal products, and promoting the integration of TCM into modern life. The Company continuously injects new vitality into its brand and products, forming a product matrix with 40 categories and 416 varieties. In the pharmaceutical products domain, Yunnan Baiyao holds 567 drug approvals and 316 product varieties, including 222 types of Chinese patent medicines, 43 of which are exclusive varieties. The Company started with the century-old Yunnan Baiyao powder as its foundation and has gradually created a series of core pharmaceutical products in the field of musculoskeletal and minor wound care, covering all kinds of product forms such as aerosols, plasters, tinctures and woundplast, and has formed a competitive matrix of branded TCM in the areas of cold and anti-inflammatory, gastrointestinal digestion, cardiovascular medicines, and gynecological and pediatric medicines. In the field of health products, combining traditional Yunnan Baiyao products with oral care products, we have successfully created a group of oral care products, with the flagship product of Yunnan Baiyao Toothpaste, and continuously researched, developed and launched other functional oral‑care products such as whitening and anti‑sensitive items. Based on the pharmaceutical science and technology, and drawing on the essence of natural plants, we have successfully created the scalp health care brand “Yangyuanqing.” Leveraging its
successful development in pharmaceutical and health product sectors, the Company has expanded its business footprint into various domains, including natural medicine, TCM decoction pieces, special medicines, medical devices, personal care products, and health supplements. This move enables the Company’s evolution from a TCM manufacturing enterprise to a modern, holistic wellness-oriented entity.
Yunnan Baiyao’s full‑industrial‑chain layout, strengths in authentic medicinal materials, investment in technological innovation, and established brand reputation are highly aligned with the policy-guided market trends in the current pharmaceutical and healthcare industry. First, market demand closely matches the Company’s product matrix. The demand for chronic‑disease treatment and rehabilitation brought by population aging, as well as the rapidly‑growing demand in the sports health sector, directly resonates with Yunnan Baiyao’s core medicines, branded TCM and tonic products. Rising sports‑related demand for injury repair and functional healthcare is highly aligned with the Company’s Baiyao Aerosol and sports‑protection product lines. Second, we will advance our fullindustrial-chain layout, extend upstream into high-quality TCM materials, implement a “flagship product” strategy in the midstream to deepen our focus on the pharmaceutical and health products industries, and expand downstream into retail pharmacies and online sales channels, build an integrated “raw materials–production–sales” system and further enhance the core competitiveness of our principal businesses. Third, we will strengthen technological innovation, promote the redevelopment of traditional products, and scientifically formulate short-, medium-, and long-term innovation and R&D plans to ensure the sustainable commercialization of innovative achievements. At the same time, we will continuously explore innovations in distribution channels, business models, and application scenarios to better meet the health management needs of various demographics and expand our market reach.
In the first half of 2026, Yunnan Baiyao continued to maintain its market leadership in multiple business sectors.
The Company’s core product, Yunnan Baiyao Aerosol, ranked first in retail market share among topical aerosols of Chinese patent medicine used for joint and muscle pain in the musculoskeletal system. Yunnan Baiyao Woundplast ranked first in retail market share in the topical hemostatic category. Yunnan Baiyao (Powder) ranked first in retail market share among the full-body Chinese patent medicines for bone injuries in the musculoskeletal system (Source: Sinohealth CHIS). Yunnan Baiyao Toothpaste continues to maintain the No.1 market share in the Chinese fullchannel market in the first half of 2026 (Source: Nielsen Retail Research Data). In 2026, Yunnan Baiyao was listed on the Fortune China 500 List published by Fortune China for the 17th year, ranking 366th; and was ranked 33rd in the List of Top 50 Global Pharmaceutical Companies by Pharmaceutical Executive in US.
3. Product and business
The Company has four business groups, namely Pharmaceutical Business Group, Health Products Business Group, TCM Resources Business Group and Yunnan Pharmaceutical Co., Ltd (“Yunnan Pharma”). These business groups serve as the foundation for the Company’s production and operations.
Pharmaceutical Business Group focuses on the products of Yunnan Baiyao series (for example, Yunnan Baiyao Aerosol, Yunnan Baiyao Plaster, Yunnan Baiyao Woundplast, etc), which are mainly used for hemostasis, pain relief, swelling reduction, and blood stasis elimination. The BG extends its offerings to include other branded TCMs with natural characteristics, covering areas such as tonifying Qi and blood, treating colds and flu, cardiovascular health, gynecology, pediatrics, and more. The BG is also actively involved in the development of Panax notoginseng-based botanical supplements.
Health Products Business Group, with its core focus on the toothpaste category, relies on its robust brand infrastructure encompassing consumers, products, and scenarios. Embracing a user-centric approach, the BG actively explores new consumer scenarios and introduces innovative product categories, particularly in the realms of oral care and Yangyuanqing anti-hair loss solutions, aiming to become the benchmark of the new concept of Chinese healthy lifestyle.
By making full use of the characteristic medicinal plant resources of Yunnan Province, TCM Resources Business Group, while ensuring high quality, high efficiency and low cost supply of raw materials for TCM, has built a digitalized industrial chain ecosystem for TCM materials with the model of “1+1+N,” which consists of “1 TCM production, research and marketing integrated digital intelligence platform + 1 new specialized market for TCM materials at the origin + multi-dimensional synergies,” so as to support “excellent TCM products” by “excellent Yunnan TCM resources.”
Yunnan Pharma remains steadfast in pursuit of maintaining its leading market share among pharmaceutical distribution companies in Yunnan Province. It has achieved full coverage in all 16 prefectures and cities of Yunnan Province, with its channels radiating across major retail chain pharmacies. It also assists governments and medical institutions in building better management and service systems, providing high-quality and modern pharmaceutical supply chain service solutions for upstream and downstream customers.
4. Business model
(1) Transformation from a Chinese leading TCM enterprise to a “Chinese leading, world-class” modern pharmaceutical industry group
As a “chain leader,” the Company is committed to promoting coordinated development across the industrial chain, intensively cultivating its core business segments, expanding the leadership of advantageous products, and
accelerating the construction of the industrial system. Centered on the principles of “strengthening principal businesses, stabilizing growth, and ensuring sustainability,” we aim to create a comprehensive industrial chain for Yunnan-branded TCM materials. We will focus on expanding the long-term potential of pharmaceuticals, health products, TCM resources, and pharmaceutical commerce, thus achieving self-driven leapfrog development. In addition, based on the development strategy, the Company will fully leverage the synergy and promotion between Chinese and international markets and resources, focusing on expanding the global footprint of TCM products, creating new growth drivers for health products, and integrating international resources for the development of innovative medicines, so as to continuously drive our high-quality development, and support the transformation of Yunnan Baiyao from a Chinese leading TCM enterprise to a “Chinese leading, world-class” modern pharmaceutical industry group.
(2) Transformation from a development model centered on “endogenous growth” to “intensive and extensive growth” in parallel
The Company’s primary growth model is to pursue the internal efficiency improvement (“intensive growth”) and the external market expansion (“extensive growth”) in parallel, continuously optimizing its business portfolio. “Intensive growth” focuses on tapping potential and increasing efficiency to stabilize the fundamental base. It concentrates on the development foundations of the pharmaceutical, health, and pharmaceutical commerce industries. Following the approach of maximizing overall benefits, it aims for systematic improvement and optimization across the industrial chain, value chain, and production factors, continuously promoting the highquality development of the Company’s principal businesses. “Extensive growth” emphasizes foresight and insight. Based on the overall strategic requirements and orientation, we actively explore strategic mergers and acquisitions, strategic cooperation, and other models to complement and strengthen the existing industrial segments, and quickly break through the existing growth bottlenecks. This dual approach enables the Company to establish a sound and resilient industrial portfolio system and to achieve sustainable, high-quality development.
(3) Transformation from training internal talents to the model of “training internal talents + introducing external talents”
The Company believes in the pivotal role of talent in driving its development. It has established a systematic and scientific training system that offers diverse career development pathways, fostering both specialized knowledge and comprehensive skills, with the mutual development of talents and the Company as the objective. The Company concentrates its superior resources and actively introduces high-level professionals from multiple fields, including drug R&D, digital construction, and strategic investment. It continues to enhance its business
capabilities in multiple dimensions, such as innovative R&D, lean operations, and investment and mergers & acquisitions. By nurturing internal talents, actively recruiting external experts, and fully utilizing its organizational environment for talent development and market resources, the Company strives to build a high-quality talent pool aligned with its future growth requirements.
(4) Transformation from a traditional manufacturing enterprise to a smart enterprise based on digital operations The Company continues to advance its transformation into a digital and intelligent enterprise, using
digitalization as the core driver and adopting a customer-centric approach to optimize its business operations, thereby comprehensively enhancing B2B channel services and the B2C consumer experience. The Company leverages digital technologies such as big data, artificial intelligence, and the Internet of Things to empower its core businesses, including TCM R&D, full-industrial-chain management, intelligent manufacturing, and omni-channel marketing, thereby restructuring the end-to-end, scenario-based customer service processes and integrating the endto-end chain spanning production, sales, and fulfillment. The Company continues to strengthen its unified data foundation and improve data governance to support the implementation of the Leigong TCM Big Model. Leveraging AI and RPA (Robotic Process Automation) digital employees, the Company has established an intelligent decisionmaking system to digitize operations, quality control, and risk management. A full-chain digital and intelligent framework has now been established. Leveraging the “Digital Intelligence of Yunnan TCM” Platform, the industry’s first TCM lighthouse factory, and a “one product, one code” system, the Company has built a closed-loop system that enables efficient iteration across marketing, R&D, and production.
5. Business data overview
In the first half of 2026, the Company steadily implemented its strategic plan and continued to pursue its development strategy of “growth, efficiency, and value creation.” As a result, its performance maintained steady growth, and its operational resilience and long-term growth potential were further strengthened. Core flagship products in the pharmaceuticals and health products segments continued to generate stable revenue, and new products were launched in an orderly manner. The Company remained committed to innovation and R&D as growth drivers, advancing both major TCM products and innovative drugs in parallel. Significant progress has been made in the industrial chain deployment, releasing the synergies across the supply chain of TCM materials.
During the reporting period, the Company generated operating revenue of RMB 21.884 billion, representing a year-on-year increase of 2.95%; net profit attributable to the parent company was RMB 3.701 billion, up 1.88% year on year; net profit attributable to the parent company after deducting non-recurring profits and losses was RMB
- 3.518 billion, up 1.66% year on year, reaching a record high for the same period; and basic earnings per share were
RMB 2.07, up 1.47% year on year. The Company’s business structure continued to optimize. The industrial revenue amounted to RMB 8.772 billion, accounting for 40.08% of the total operating revenue, up 0.07 percentage points year on year, with the growth rate of industrial revenue reaching 3.15%. Since 2023, the proportion of industrial revenue in total revenue has continued to increase. The Company’s investment income from Shanghai Pharma for the current period was affected by fluctuations in one-time extraordinary gains and losses, resulting in a year-onyear decrease of RMB 169 million. Excluding this impact, the Company’s net profit attributable to the parent company for the first half of 2026 increased by 8.33% year on year, while net profit attributable to the parent company for the second quarter rose by 13.18% year on year.
In terms of growth quality, the Company’s net operating cash flow for the reporting period was RMB 4.106 billion, representing a year-on-year increase of 3.66%; the weighted average return on equity was 9.04%; selling expenses decreased by 2.62% year on year, and administrative expenses decreased by 9.88% year on year. During the reporting period, R&D investment totaled RMB 217 million, representing a significant year-on-year increase of 27.13%, and the Company’s R&D capabilities continued to improve. The Company continued to maintain a healthy asset structure. At the end of the reporting period, the Company had total assets of RMB 55.145 billion, net assets attributable to the shareholders of the listed company amounted to RMB 40.973 billion, the asset-liability ratio was 25.56%, and the cash and bank balance stood at RMB 9.57 billion.
- (II) Review of the main work and prospects
- Party building as the driving force behind high-quality development
Under the leadership of the Yunnan Provincial Committee of the CPC and the provincial government, as well as the Party Committee of the Provincial State-owned Assets Supervision and Administration Commission, the Company’s Party Committee has unwaveringly implemented the requirements of the “Two Consistencies,” resolutely and decisively ensuring that the decisions and directives of the Central Committee of the CPC, as well as the requirements of the Provincial Party Committee and the provincial government, are fully and effectively carried out at Baiyao. Actively aligning with the “Healthy China” initiative and Yunnan Province’s “3815” strategic development goals, based on the overarching principle of synergistically advancing “growth, efficiency, and value creation,” while focusing on a development approach that is “profitable, high-quality, and sustainable,” we will deepen Party-building leadership, promote integration and empowerment, and drive innovation to enhance quality, striving to transform our political and organizational strengths into competitive advantages that propel the Company’s high-quality development, and continuously improve the quality, efficiency, and core competitiveness of the Company.
2. Promoting improvements in the quality and efficiency of decision-making through scientific governance
During the reporting period, the Company focused on scientific governance to systematically improve the quality and efficiency of decision-making. We completed the appointment of management, clarified the division of responsibilities, and strengthened implementation; optimized the organizational structure, with the Board of Directors reviewing and approving the 2026 Corporate Organizational Structure Plan to provide organizational support for the implementation of the strategic plan. We systematically refined the decision-making mechanism for “major issues, significant projects, important appointments, and large-scale expenditures,” clarified the boundaries of authority and responsibility among various governance bodies, and further improved corporate governance mechanisms. This will enable the Party Committee to “set the direction, oversee the overall situation, and ensure implementation,” the Board of Directors to “formulate strategies, make decisions, and mitigate risks” and the executive management to “plan operations, ensure implementation, and strengthen management,” thereby fostering a clearer and more efficient collaborative relationship among the three.
3. Maintaining strategic resolve to ensure efficient execution
During the reporting period, the Company remained focused on its strategic direction, maintained strategic resolve, closely followed the guidelines of the “15th Five-Year Plan,” iteratively updated its “15th Five-Year Plan” strategy, and resolutely advanced the development of the century-old Baiyao to new heights. In addition, the Company was firmly committed to implementing its strategy, with a comprehensive focus on decoding and executing it. Each business unit aligned with the Group’s overall direction, systematically broke down objectives, and assigned tasks at every level to ensure the strategy is implemented efficiently. First, we focused on our products, continued to advance the “flagship product” strategy, and built a product system characterized by “flagship products leading the way, mid-range products providing support, and basic products laying a solid foundation.” Second, we focused on our distribution channels, strengthening our ability to manage them with precision, and based on the differing customer needs across online and offline channels, carefully designed product matrix tailored to those needs, streamlined distribution channels, and allocated resources efficiently, so as to improve channel operational efficiency. Third, we focused on allocating resources, including human resources, capital, budgets, and incentives, to the Company’s strategic direction, key industries, and key products, thereby continuously improving the efficiency of our investments.
4. Focusing on our principal businesses to consolidate our foundations and explore new avenues; achieving breakthroughs across multiple fronts with our “flagship product” matrix; and promoting coordinated development across the industrial chain
(1) Pharmaceutical Business Group During the reporting period, the Pharmaceutical Business Group generated revenue of RMB 4.93 billion. First, Yunnan Baiyao’s core product lines continued to post steady growth, with sales revenue from Yunnan Baiyao Aerosol exceeding RMB 1.5 billion and sales revenue from Yunnan Baiyao plaster exceeding RMB 700 million. Second, the “flagship products” of the second curve continued to achieve breakthroughs. Sales revenue for the flagship product, Qixuekang Oral Liquid, continued to grow rapidly, reaching RMB 339 million, an increase of approximately 68.1% year on year. Third, other brands of TCM products achieved impressive results. Sales revenue for Pudilan Anti-Inflammatory Tablets exceeded RMB 100 million, representing a year-on-year increase of 27.8%; and sales revenue for Huoxiang Zhengqi Oral Liquid surpassed RMB 50 million, representing a year-on-year increase of 60.2%.
In the first half of 2026, the Pharmaceutical Business Group, guided by its strategy, remained committed to driving performance growth through flagship products by strengthening its brand presence and enhancing products through clinical research. We continued to upgrade the “Yunding Jingwei” ecosystem collaboration model to foster mutual progress with partners at all levels, achieving sustained growth for products in the traumatology pain management field despite a high baseline. Meanwhile, the Pharmaceutical Business Group continued to expand the promotion of key products in high-potential therapeutic areas, including cardiovascular and cerebrovascular, respiratory, gastrointestinal, and urological, thereby increasing the market share of its second-tier flagship products. First, we continued to focus on the clinical value of our products, actively conducting clinical research and postmarketing re-evaluation studies to strengthen the medical foundation for key products such as Yunnan Baiyao Capsules, Yunnan Baiyao Aerosol, Yunnan Baiyao Plaster, Qixuekang Oral Liquid, Gongxuening Capsules, and Tongshu Capsules. We have expanded indication studies, opening up broader application scenarios, and maintaining growth in our “fundamental base” of the pharmaceutical business. Second, we continued to upgrade the “Yunding Jingwei” ecosystem cooperation model. By leveraging the direct data connection system, we established a streamlined, efficient direct-supply model through tier-one distributors, enabling point-to-point delivery of products from production to the point of sale. This will allow for more effective management of the “brand+channel+service” trinity within the ecosystem, while simultaneously strengthening traceability management and sales promotion services to set a benchmark for channel management in the pharmaceutical industry. Third, we actively expanded
our online market and used online platforms as channels for brand and content promotion, building a comprehensive, coordinated marketing matrix that integrates both on-site and off-site efforts. This will not only drive sales growth but also strengthen Yunnan Baiyao’s brand awareness and market competitiveness in the on-demand health consumption sector. Fourth, we fully leveraged the strengths of our field sales teams to organize and implement large-scale, systematic “mass mobilization” campaigns tailored to project needs, coordinating personnel across provinces and regions, and directly driving sales growth. Fifth, we implemented a scenario-based, specialized, and youth-oriented content marketing system. Focusing on scenarios such as “traumatology pain,” “workout partners,” “nourishing the spleen during the long summer” and “Qi and blood health,” we leveraged major IP projects and utilized various platforms to conduct matrix-style content promotion. Through omni-channel integrated marketing that deeply integrates brand building, effectiveness, and sales, we have driven sales growth and rejuvenated the brand image.
Looking ahead, the Pharmaceutical Business Group will continue to implement the “1+4+N” industry portfolio and development strategy. Centered on the “1” core area - pain management, we will continuously enhance the clinical value of our products and expand our market share in the healthcare channel through specialized research initiatives, while driving steady growth in the retail channel through professional brand management. At the same time, we will identify high-potential, high-quality, and high-value products in the pain management sector to supplement our portfolio and refine our product matrix. Focusing on the “4” key breeding areas - cardiovascular and cerebrovascular, respiratory, gastrointestinal, and urological, we will concentrate on promising products and leverage our supply chain and channel strengths to cultivate a series of flagship products that will form a second growth curve. We will also continue to incubate and explore multiple (“N”) promising therapeutic areas, such as oncology, autoimmune diseases, and gynecology, to meet future consumer demand and drive sustained, healthy business growth.
(2) Health Products Business Group During the reporting period, the Health Products Business Group generated revenue of RMB 3.454 billion. In the oral care sector, Yunnan Baiyao toothpaste maintained its position as the top-ranked brand in terms of omnichannel market share in China during the first half of 2026 (Source: Nielsen Retail Research Data). While continuing to consolidate the competitive edge of Yunnan Baiyao Toothpaste, the Company has actively expanded into new market segments with remarkable results. In the first half of 2026, sales of sensitivity-relief toothpaste reached RMB 242 million, and sales of whitening toothpaste reached RMB 208 million. Sales of these two new toothpaste categories have already significantly exceeded the total sales for the previous year. In the hair loss prevention and
care sector, backed by a special cosmetic license and a national invention patent, Yangyuanqing hair care products generated sales revenue of RMB 254 million, representing a year-on-year increase of nearly 17%. During the 2026 “618” shopping festival, Yangyuanqing retained its position as the top Chinese anti-hair loss shampoo brand on Tmall (Source: shangzhizhen.com). Faced with the challenge of sluggish growth in traditional offline channels, the Company, while maintaining its competitive edge in those channels, implemented a comprehensive strategy across all channels. Through scenario-based marketing, educational content promoting product benefits, and integrated short-video and live-streaming campaigns to drive conversions, we achieved a significant year-on-year increase of 21% in online sales for the health products segment, effectively fostering steady growth in that segment. In addition, driven by the optimization of the Company’s product matrix and improvements in operational efficiency, the profitability of the Company’s health products business continued to rise, with net profit in this segment reaching a new high for the same period since 2023.
In the first half of 2026, we focused on deepening our presence in functional segments in the oral care sector, maintaining a stable foundation for the gum care category as a core functional segment, driving expansion into new categories through professional R&D, taking into account the varying oral health needs of different demographics, and engaging in continuous innovation centering on areas such as gum care, sensitivity relief, whitening, and children’s care, precisely identifying and meeting consumers’ diverse and niche oral care needs, enriching the product matrix, and opening up new avenues for category growth. The sensitivity-relief toothpaste incorporates patented micron-sized hydroxyapatite and is professionally formulated with sensitivity-relief ingredients to provide specialized care for people with sensitive teeth. Whitening toothpaste features the proprietary 3S Dual-Action Whitening Technology, which fights stains, whitens teeth, and repairs enamel. Children’s toothpaste utilizes yolk immunoglobulin-based biological cavity prevention technology and “Shu’anfu” cavity prevention technology to effectively reduce tooth decay in children. In the hair care and anti-hair loss category, the Yangyuanqing product line has achieved sustained growth driven by digital retail. For existing products, the brand continues to deepen research and development into the application of Yunnan’s efficacious botanical ingredients, driving iterative upgrades to anti-hair loss formulations, efficacy, and fragrances. In terms of new products, the brand has launched the “Anti-Hair Loss+” Scalp Health Management Series, which precisely addresses diverse scalp care needs such as oil control, strength and resilience, and volume, further enriching the product matrix.
Looking ahead, the Health Products Business Group will continue to expand its existing customer base and strengthen its product categories to establish a sustainable growth model. To expand the existing customer base, we will fully tap into the potential of our current products and users, using scenario-based operations and product
reinvention to boost repeat purchases and customer loyalty. To develop new product categories, we will focus on anti-allergy, skin-brightening, children’s, and hair and body care products to build a technology-driven second growth curve. The Health Products Business Group will focus on its core development priorities, continuously refine its development strategies, fully tap into the potential of its products and markets, foster sustainable growth momentum, and drive high-quality development across the category.
(3) TCM Resources Business Group During the reporting period, the TCM Resources Business Group achieved external revenue of RMB 744 million. The TCM Resources Business Group earnestly fulfilled its responsibilities as the “chain leader,” with an aim to build a TCM materials industry cluster and drive coordinated development across the supply chain. We continued to perform our obligations in the Yunyao Enterprise Alliance and the Digital Intelligence of Yunnan TCM Platform Testing Alliance, successfully exploring and forming a distinctive Yunnan-style “one product, one chain” development path for the TCM materials industry. The TCM Resources Business Group has stabilized its core revenue streams and, through the integrated “Large-scale Procurement” management platform, has significantly reduced procurement and production costs.
In the first half of 2026, the business units within the TCM Resources Business Group worked together in a coordinated effort. First, we have developed the seed industry from a high starting point by implementing a targeted R&D and commercialization model of “1 variety + 1 expert team + 3-5 cooperative bases.” We have systematically formulated 39 industry standards, including 33 standards for seeds and seedlings of 11 key varieties, as well as six standards such as the Procedures for the Construction and Evaluation of High-Quality Seed Propagation Bases for TCM Materials (Non-Forest Tree Species). We have fully launched the “Yunyao Seed Valley” strategy and accelerated the construction of key seed source projects, including the Pingbian Virus-Free Ginger Tissue Culture Plant, the Wenshan Panax notoginseng Seed Source Base, and the Lijiang High-Altitude Seed Source Base, thereby laying the groundwork for a modern seed industry system that spans from germplasm evaluation and elite variety selection to standardized propagation. Second, we have promoted high-standard cultivation by shifting cultivation management from “experience-based judgment” to “data-driven decision-making.” We added more than 19,000 mu of GAP-certified cultivation areas and conducted six cultivation training sessions, reaching nearly 1,000 participants, thereby demonstrating and driving the overall upgrading of TCM materials cultivation across Yunnan. During the harvest season of Carthamus tinctorius, more than 700 metric tons were collected and stored from demonstration planting areas, benefiting over 10,000 farming households and reinforcing the quality and stable supply of “excellent Yunnan TCM resources.” Third, we advanced high-level processing. We continued to advance the “One Product,
One Chain” model, establishing 8 standardized origin warehouses in major medicinal materials production areas to achieve significant improvements in product standardization and quality consistency. We leveraged the integration of data from the “Digital Intelligence of Yunnan TCM” platform and the warehouse management system to enhance inventory turnover and order fulfillment speed and reduced overall operating costs through the use of energyefficient equipment, control of processing losses, and the development of a collaborative processing network. Fourth, we developed high-level markets through “Digital Intelligence of Yunnan TCM,” our independently developed “1+1+N” one-stop platform for direct supply of TCM materials from their places of origin, which is designed to achieve “optimal costs at the source” and “consistent high quality.” As of the end of August 2026, the platform’s cumulative transaction volume had exceeded RMB 4.2 billion, with over 90,000 farmers registered online. Leveraging the synergies between origin warehouses in Yunnan’s authentic TCM production regions and distribution warehouses in markets such as Bozhou, Anhui, and Yulin, Guangxi, we continue to build a comprehensive “origin-to-market” marketing system. Fifth, we have taken a strategic approach to brand building by establishing “Rapid Testing Stations” and developing the “Yunjian Bencao” brand. We formulated 26 corporate standards for TCM materials and decoction pieces, two of which were ranked first on the provincial “leader” list. We led the revision of Pharmacopoeia standards for Panax notoginseng and Atractylodes lancea, released three group standards for Yunnan Paris polyphylla seeds, on-site processing, and production environment, co-established two provincial-level key laboratories and developed multiple ready-to-eat decoction pieces to diversify our product matrix, and developed a range of high-value-added foods and raw materials, including ginger oil, Carthamus tinctorius extract, and Dendrobium catenatum pulp, to drive new product development. We obtained one invention patent for Carthamus tinctorius extract, and organized the formulation of 15 standards for the Dendrobium catenatum series. Sixth, breakthroughs were achieved in cross-border business, with the first-ever exports of the medicinal materials Dipsacus asperoides and Gentiana macrophylla. Exports of eucalyptus oil opened up opportunities for cooperation in the Southeast Asian fragrance market, and the brand’s influence was significantly enhanced. Seventh, steady progress has been made in other business areas. The natural plant extracts business is accelerating its transformation. Breakthroughs have been achieved in projects such as flavorings and co-branded products, and the flavor and fragrance production platform project has been approved.
Looking ahead, the TCM Resources Business Group will continue to undertake the strategic positioning and responsibility of Yunnan Baiyao Group as the “chain leader” for the high-quality development of the TCM industry in Yunnan Province, and tap into Yunnan’s inherent advantages in TCM resources. In terms of branded herbal medicines, we will leverage Yunyao resources to strengthen the foundation of the Yunyao supply chain. With regard
to Digital Intelligence of Yunnan TCM, we will create new business models and build new service platforms. In the natural plant extracts sector, we will adjust our business operations to fully empower our products through a combination of technology and branding. Through the coordinated advancement of these businesses, we will help transform Yunnan’s natural endowment of TCM materials into a competitive industrial advantage, thereby achieving the strategic goal of supporting “excellent TCM products” by “excellent Yunnan TCM resources,” contributing to the industry’s in-depth development.
(4) Yunnan Pharmaceutical Co., Ltd (“Yunnan Pharma”) During the reporting period, Yunnan Pharma realized revenue of RMB 12.289 billion. At the product level, the expansion of the non-pharmaceutical distribution business has begun to show results, with sales up 23.6% year-onyear. Under the “hospital-adjacent store” model, specialized pharmacies handling new and specialty drugs, which actively capture prescriptions diverted from hospitals, maintained strong growth, with sales up 36.1% year-on-year.
In the first half of 2026, faced with ongoing policy adjustments in the pharmaceutical industry and profound changes in the macroeconomic market environment, Yunnan Pharma fully implemented its “Regaining Growth” strategy, centering on “consolidating and improving existing business while driving innovation to expand new growth areas.” By deepening supply chain collaboration, optimizing its business structure, and strengthening digital and intelligent operations, we have effectively enhanced our overall resilience and ability to adapt to the changing environment. First, we optimized our business structure based on the principle of seeking progress while maintaining stability. The Company continued to consolidate its core business of pharmaceutical sales in the tiered healthcare market, steadily driving the recovery and rebound of sales in the commercial market segment, and achieving significant results in expanding its in-hospital non-pharmaceutical distribution business. At the same time, the Company deeply engaged in the primary markets in prefectures and cities, continuously expanding its presence in primary healthcare facilities and third-party retail outlets. In the non-hospital market, we leveraged our “Specialty Pharmacy for New and Rare Drugs” and the “Yunzhaoyao” online platform to achieve dual improvements in sales and service efficiency. We have also piloted the use of drones to deliver emergency medical supplies to key hospitals within various service areas, providing healthcare institutions with a faster delivery experience while better fulfilling our social responsibility to safeguard people’s lives and health. Second, we deepened supply chain collaboration to improve quality and efficiency and maximize management effectiveness. Taking the integration of procurement and sales as a key strategy, and incorporating collaborative mechanisms throughout the entire upstream and downstream partnership chain, the Company has comprehensively enhanced supply chain efficiency and the ability to source core products. Third, we accelerated the transition to intelligent manufacturing. Taking the development of tightly-
knit county-level medical consortiums as an opportunity, the Company has innovatively created a “Medical Consortium Intelligent Medication Management Platform + Central Pharmacy” model. Employing digital tools to restructure the three-tiered (county, township, and village) pharmaceutical and medical device supply and pharmaceutical service system, we have achieved “five unifications” in drug formularies, procurement, stockpiling, monitoring, and pharmaceutical services. We helped expand and extend high-quality medical resources to underserved areas, promote the modernization of the pharmaceutical and medical device supply system in remote regions, and effectively improve the equity and accessibility of primary healthcare services.
Looking ahead, Yunnan Pharma will steadfastly implement its core business strategy of “stabilizing growth, managing risks, and improving profitability.” Leveraging our core strengths, including digital and intelligent operations, a mature compliance system, and a solid operational foundation, we will precisely capitalize on opportunities arising from the industry’s transformation and development, maintain steady growth in a complex and ever-changing market environment, and continue to consolidate and enhance our leading position in the province’s pharmaceutical distribution sector.
(5) Central Research Institute The Company focuses on TCM and innovative drugs. On the one hand, we develop TCM by pursuing innovation and integrity. Efforts have been focused on strengthening the identification of evidence-based medical data to fully release the potential of existing products and the clinical value of TCM, resulting in significant progress in the redevelopment of major TCM products. On the other hand, we strive to make differentiated deployment in innovative drugs. Based on the criteria of technology frontier, clinical demand and resource endowment, we take the initiative to integrate into the national and local biomedical strategies, and deploy and develop innovative drugs with more competitiveness and market prospects. At the same time, the Company is extending the R&D capabilities it has built up in the pharmaceutical sector to empower the iterative upgrades of other health products. During the reporting period, upholding the innovation-driven strategy, the Company has promoted the transformation of results, continuously improved the development momentum, and promoted scientific planning of short-, medium- and longterm projects in an orderly manner.
For short-term projects, we will dedicate our efforts to the innovative redevelopment of marketed varieties and the development of drugs and medical devices, and drive the development of health products by leveraging the R&D capabilities of pharmaceutical companies. In the short term, R&D will remain firmly focused on clinical value. We will continue to conduct clinical studies on marketed products using evidence-based medicine approaches to strengthen our evidence base, thereby expanding product indications, broadening application scenarios, and fully
realizing the value of our existing product matrix. Twenty-four large varieties of TCM involving redevelopment are currently under research, and 53 projects are in progress. The progress of key projects during the reporting period is as follows:
| Project Cycle<br><br> | Project Name | Therapeutic Area<br><br> | Progress Overview |
|---|---|---|---|
| Shortterm<br><br> | Redevelopment Project for Baiyao Series Products | Orthopedics | The evidence-based medical research project on the use of Yunnan Baiyao Aerosol for the treatment of pain associated with closed rib fractures has been approved for funding by the lead institution and received ethical approval. The preparation of the study medication and the blinding of the medication have been completed. |
| Orthopedics | The Multi-center Clinical Trial of Yunnan Baiyao Capsules for Treating Swelling in Limbs with Perimalleolar Fractures has enrolled 97 subjects. | ||
| Orthopedics, Rheumatology | The Yunnan Baiyao New Rubber Plaster Project has completed the product formulation and process development, quality research, and safety evaluation, and passed the project acceptance inspection. | ||
| Qixuekang project | Cardiovascular<br><br> | A monograph detailing the clinical research findings on the effects of Qixuekang Oral Liquid in improving vascular health has been published, and the project has successfully passed its final acceptance review. | |
| The redevelopment and research project for Qixuekang Oral Liquid under the major TCM variety initiative has been successfully approved as a major provincial science and technology initiative by the Yunnan Provincial Department of Science and Technology. To date, the screening and enrollment of more than 220 participants has been completed for the clinical trial. | |||
| Redevelopment project of Gongxuening | Gynecology | The pharmaceutical, nonclinical, and clinical studies have been completed, and a project acceptance application has been submitted to the Yunnan Provincial Department of Science and Technology. | |
| Redevelopment project of Shuliean capsules | Urology | The post-marketing re-evaluation study has received the clinical trial summary report and completed the project acceptance process. | |
| A preclinical study of a modified new drug for the treatment of benign prostatic hyperplasia has been successfully approved under the Major Science and Technology Special Project Program of Yunnan Provincial Department of Science and Technology. | |||
| Toothpaste | / | The dual-action whitening toothpaste has been successfully designed to deliver teeth-whitening benefits while providing anti-stain and anti-damage protection. It uses soft-light and polishing technologies to brighten and whiten the tooth surface. | |
| / | Using an AI model, we have identified two peptides, obtained International Nomenclature of Cosmetic Ingredients (INCI) designations from the Personal Care Products Council (PCPC) in the United States, and filed for a national invention patent. | ||
| / | For this gum-protecting, sensitivity-relieving toothpaste, we have developed a biomass-derived, short-rod-shaped, micron-sized hydroxyapatite dentin tubule repair material that promotes remineralization and relieves tooth sensitivity. | ||
| / | A machine learning model for formula recommendations has been developed, and a database of Baiyao formula models has been built through autonomous learning and continuous training. | ||
| Yangyuanqing<br><br> | / | We have completed a big data study on the skin and scalp of Chinese women, identifying hair loss prevention needs, and laying the foundation for the development of Yangyuanqing’s hair loss prevention technologies and products. | |
| / | We have completed the filing for two new shampoo products: one for volume and one for preventing hair breakage. | ||
| Development of Caizhiji Skincare Products | / | For the development of Caizhiji’s botanical active ingredients and their application in skincare products, we have obtained a patent related to Paris polyphylla cultivar, and completed the cosmetic registration filing for the “Sevenfold Essence Face Cream.” | |
| Research on the Anti-Aging Components and | / | The “Yunbai Zhiyao-X” system has been successfully established; the antiaging active components of Panax notoginseng and their anti-aging effects have been identified, and the relevant anti-aging mechanisms have been preliminarily elucidated; the anti-aging effects of the active components in Paris polyphylla |
| Mechanisms of Panax notoginseng and Paris polyphylla, and the Development of the Yunbai Zhiyao X System | have been preliminarily identified. One paper on digital cells has been published. | ||
|---|---|---|---|
| Development of Nutritional Formula for Special Medical Purposes | / | We have obtained a registration certificate for foods for special medical purposes; completed the construction of the on-site laboratory and submitted the required information to the provincial bureau’s production license system. |
For medium-term projects, we have made every effort to promote the development of innovative TCMs and continued to build star products of Yunnan Baiyao transdermal preparations. The progress of key projects during the reporting period is as follows:
| Project Cycle<br><br> | Project Name | Therapeutic Area<br><br> | Progress Overview |
|---|---|---|---|
| Mediumterm | Pan-Panax notoginseng Tablet project<br><br> | Cardiovascular | A Phase II clinical trial has been completed. |
| A small-sample clinical trial has been launched. | |||
| Fuqi Guben Ointment project | Urology | Phase III clinical trials have been initiated at 18 research centers, with 696 participants enrolled. | |
| Ancient classical famous prescription project | Urology, respirology, gastroenterology<br><br> | The NMPA has accepted the marketing authorization application for Qingxin Lotus Seed Granules. | |
| The research on the production process for the commercial-scale transition batch of Ophiopogon Decoction Granules has been completed. | |||
| Plaster projects | Orthopedics<br><br> | The bioequivalence study for the Flurbiprofen Cataplasms has been completed. | |
| Bioequivalence studies for the Loxoprofen Sodium Cataplasms are currently underway. | |||
| The methodological validation for the Yunnan Baiyao Gel Plaster project has been completed. | |||
| The preliminary scale-up studies for the pilot-scale formulation has been completed for the Yunnan Baiyao Hot Melt Adhesive Plaster project. |
For the long-term projects, based on its industrial expertise, financial strength, and collaborative resources spanning industry, academia, and research, guided by unmet clinical needs and empowered by cutting-edge technologies, the Company has established a differentiated innovation strategy centering on the development of radiopharmaceuticals. By advancing the R&D of multiple high-value innovative drugs in a phased manner, the Company is forging an innovation growth trajectory distinct from that of TCM enterprises and continuously fostering the momentum for its long-term sustainable development. The progress of key projects during the reporting period is as follows:
| Project Cycle<br><br> | Project Name | Progress Overview |
|---|---|---|
| Longterm<br><br> | INR101 diagnostic radiopharmaceutical project | Phase III clinical trials have been initiated at 31 (a total of 32) research centers, with a patient enrollment rate of 75%. |
| INR102 therapy radiopharmaceutical project | Enrollment for the Phase I clinical trial has been completed, and more than half of the Phase IIa clinical trial sites have begun operations. | |
| INB301 Monoclonal Antibody Project for the Treatment of Cancer Cachexia | The Company has obtained approval for clinical trials from NMPA and FDA and has initiated a Phase I clinical trial in China. |
The Company will focus on building a collaborative, open, and efficient innovation system and promote the formation of a dual-helix mechanism for the coordinated development of the industrial chain and the innovation chain. First, we will strengthen the development of innovation platforms, enhance our capacity for scientific and technological innovation, and focus on achieving breakthroughs in core technologies related to the strategic industrial layout. Second, we will enhance our capacity for innovative development, establish a proactive business portfolio management system, and promote effective synergy between our core businesses and emerging growth businesses. Third, we will accelerate the development of new-quality productive forces, actively coordinate the planning of key industries and infrastructure projects, fully leverage the benchmarking advantages of our “Lighthouse Factories,” and promote the expansion and enhancement of digital and intelligent manufacturing. Fourth, we will strategically target high-potential sectors and accelerate the development of new sectors, new pathways, and new business models that align with our operational and developmental needs. Fifth, we will actively foster a positive environment that encourages innovation, firmly establish the mindset of driving enterprise development through science and technology and strengthening the enterprise with talents, and effectively build a team of scientific and technological innovation talent, so that a culture of “wanting to innovate, daring to innovate, and being able to innovate” becomes the norm within the enterprise.
(6) Digital and intelligent technologies empowering business upgrades and innovative development During the reporting period, the Company, in line with the overall framework for digital transformation outlined in the “15th Five-Year Plan” and securing key positions in areas such as AI application, AI scenario validation, data governance, data assetization, and digital marketing, actively promoted the industrial transformation and upgrading as well as innovative business development. Our proprietary “Digital Intelligence of Yunnan TCM” platform was selected as a model case of AI applications by the Ministry of Industry and Information Technology, making it the only platform in the field of TCM nationwide to be selected. Focusing on five core business areas including production, supply chain, and marketing, the Company
systematically advanced its data asset inventory and governance efforts, successfully obtaining DCMM Quantitative Management Level (Level 4) certification. It became the first company in China’s pharmaceutical industry to receive this certification, with its governance capabilities now on par with the top tier of domestic companies. We were the first in the TCM industry to establish a nationwide system for tracking product flow and inventory that extends down to the product specification and retail store levels, effectively empowering the development of the “Yunding Jingwei” channel value chain. The Omni-channel Marketing Platform 1.0 has been officially launched, completing the full implementation of “one product, one code” for core personal care categories such as toothpaste, thereby establishing an integrated, closed-loop system that covers omnichannel marketing outreach, business execution, and risk management. Aligning closely with the national strategic direction for reforming the market-based allocation of data as a production factor, and leveraging its proprietary “one item, one code” core dataset, the Company has become the first publicly listed company in the TCM industry to recognize data assets on its balance sheet, officially entering a new phase of data assetization.
II. Analysis on Core Competitiveness
(II) Full industrial chain advantage
We will further uphold our responsibilities as a chain leader, based on the strategic positioning of “the ‘chain leader’ with high-quality development of Yunnan TCM resources.” Relying on the authentic medicinal resources and location advantages of Yunnan Province, we will leverage Yunnan Baiyao’s strengths and influence in production, technology, distribution channels, and branding, as well as the demonstration, leading and driving role of the leading enterprise in industrial development. We have built a digitalized industrial chain ecosystem for TCM materials with the model of “1+1+N,” which consists of “1 TCM production, research and marketing integrated digital intelligence platform + 1 new specialized market for TCM materials at the origin + multi-dimensional synergies,” to promote the standardization, scaling, branding and digitalization of the TCM industry and transform resource advantages into industrial competitive advantages and long-term sustainable development advantages, so
- as to support “excellent TCM products” by “excellent Yunnan TCM resources.” Driven by its long-term and continuous investment in key strategic varieties of TCM materials, the Company
has achieved a complete and closed-loop industrial chain from seed selection and cultivation to production and processing, established a robust supply system for strategic medicinal materials, effectively ensured the quality
stability of TCM raw materials, controlled the price fluctuations of strategic TCM raw materials, and thus laid the groundwork for the long-term and sustainable development of Yunnan Baiyao.
- (II) Continuous innovation capability Yunnan Baiyao consistently meets the rapidly evolving and upgrading consumer demand through continuous
innovation. The Company is committed to integrating TCM into modern life. We have evolved from a single hemostatic product to a vast Yunnan Baiyao industrial group, covering various sectors of the holistic wellness industry, and created classic examples of innovation and the integration of TCM products into daily life, such as “Yunnan Baiyao Woundplast” and “Yunnan Baiyao Toothpaste.”
Looking ahead, the Company is committed to integrating cross-regional resources to build a modern R&D system, driving the inheritance and innovation of TCM alongside advancements in biopharmaceutical technology, and leveraging digital and intelligent transformation to continuously enhance our innovation efficiency. Currently, the Group’s Central Research Institute has established five major R&D centers and more than 10 national and provincial-level research platforms, building a cross-regional R&D capability that spans TCM and ethnic medicine, radiopharmaceuticals, biopharmaceuticals, transdermal formulations, medical devices, and skin care. Through collaboration with numerous leading domestic research institutions and universities, the Company has integrated industry-academia-research resources and attracted top-tier R&D talents. Leveraging a dual-track mechanism of “external recruitment and internal development,” we have established a high-caliber talent team led by members of the Chinese Academy of Engineering, recipients of the National “Ten Thousand Talents Program” and recipients of the National Science Fund for Distinguished Young Scholars, with over 60% of the team holding master’s or doctoral degrees. Leveraging the strengths of its R&D system, which focuses on “building platforms, establishing mechanisms, and attracting talent,” the Company adheres to a market-driven approach to R&D and innovation. We deeply explore the clinical value of existing products and are fully committed to promoting the synergistic development of the industrial and innovation chains, thereby achieving the effective commercialization of research outcomes, cross-disciplinary integration, and innovative breakthroughs. In addition, the Company has identified “AI+Healthcare” as the core focus of its strategic transformation, deeply integrating technologies such as artificial intelligence, big data, and cloud computing to empower drug discovery and clinical research, thereby continuously improving R&D efficiency.
- (III) Channel advantages In terms of pharmaceuticals, the Company has built a marketing network covering medical institutions and
retail pharmacies across various provinces, regions, counties, and towns in China, and simultaneously expanded its
presence in the online market. We have developed the “Yunding Jingwei” ecosystem cooperation model, establishing a streamlined, flat-structured, data- and intelligence-driven direct-supply model from primary distributors. This enables point-to-point delivery of products from manufacturers to pharmacies, facilitates a more effective “brand+channel+service” integrated ecosystem management model, and continuously strengthens traceability management and sales performance monitoring, thereby setting a new industry benchmark for channel management in the pharmaceutical sector. In the advantageous over-the-counter (“OTC”) channels, we have nationwide coverage, serving 5,000 top-tier chains and reaching nearly 400,000 retail stores. In terms of healthcare facilities, our network covers the more than 12,000 hospitals nationwide (including primary care facilities). In the online marketplace, we have precisely targeted the “immediacy” trend in O2O channels, establishing a comprehensive “on-site+off-site” collaborative matrix, and engaging in extensive partnerships with major ecommerce platforms to effectively reach modern consumers through customized digital marketing.
Regarding health products, Yunnan Baiyao has established a comprehensive nationwide sales team dedicated to holistic wellness products, covering all terminals. Yunnan Baiyao Toothpaste continues to maintain a leading market share in China with a high brand penetration in the oral product category. Through ongoing optimization of its full chain channels, the Company has not only strengthened its position in traditional offline channels but also experienced significant growth in emerging business models such as on-demand retail, community group purchases, and interest-based e-commerce. This demonstrates the Company’s willingness to experiment and adapt, taking measured steps forward along the way, all of which enhance its ability to quickly respond to evolving business trends. Such channel advantages of Yunnan Baiyao have significantly enhanced market competitiveness of the Company, laying the foundation to continuously commercialize new products.
- (IV) Talent team strengths The Company continues to strengthen the development of a specialized workforce aligned with the Group’s
strategic development, while collaboratively advancing the development of talent pipelines across all fields. First, we have established a long-term mechanism for talent development, opening up career pathways across management, technical, and professional tracks, and implement targeted recruitment based on specific needs, promoting the recruitment of highly skilled, highly technical, and high-level talent in core professional fields essential for our development. Second, in order to advance the development of our talent pool in the new era, we have established a career grading system and training mechanisms, and implemented a lifelong vocational skills training system, leveraging the mentorship and guidance provided by professionals in various fields to build a highquality, specialized workforce. Third, we keep refining our incentive mechanisms, using a variety of approaches to
stimulate the creativity of all types of talent. We have further aligned our compensation system with areas such as industrial transformation and upgrading, technological innovation, reform and development, value creation, new product development, and the development of flagship products, prioritizing those working in frontline positions that are arduous, dirty, dangerous, or physically demanding. This ensures employees genuinely feel the benefits of the Company’s growth, helps maximize the enthusiasm and creativity of our staff in pursuing their work and building the business, and propel the Company toward high-quality development, laying a solid foundation for achieving collaborative win-win outcomes among all stakeholders.
- (V) Brand strength Yunnan Baiyao is a well-established Chinese heritage brand with a history of over 124 years. Centered around
the Yunnan Baiyao brand, the Company has expanded from a pharmaceutical brand into a multi-brand ecosystem covering personal healthcare products, crude drugs, and holistic wellness products. We have built a diverse portfolio of brands and continuously expanded our reach to target audiences, enhancing our brand value over the long term. The Company has been repeatedly named to Interbrand’s China’s Best Brands List and Kantar BrandZ’s Top 100 Most Valuable Chinese Brands list, among others.
III. Analysis on Principal Businesses
Overview Refer to “I. Principal Businesses of the Company during the Reporting Period” for details. Year-on-year changes in the key financial data
Unit: RMB
| The reporting period<br><br> | The same period of the previous year<br><br> | Year-onyear increase/dec rease<br><br> | Reasons for changes | |
|---|---|---|---|---|
| Operating revenue | 21,884,075,971.15 | 21,257,102,896.02 | 2.95% | Mainly due to increase in industrial sales revenue by RMB 268 million and increase in commercial revenue by RMB 356 million during the current period. |
| Operating cost | 15,305,914,691.16 | 14,697,868,069.29 | 4.14% | Mainly due to increase in cost of sales resulting from higher sales revenue. |
| Sales expenses | 2,450,428,700.94 | 2,516,371,857.04 | -2.62% | Mainly due to a decrease in display and advertising expenses for the current period. |
| Administrative expenses<br><br> | 327,578,033.29 | 363,479,043.45 | -9.88% | During this period, the Company continued to implement cost-cutting and efficiency-enhancing measures, resulting in a decrease in administrative expenses. |
| Financial expenses | 18,175,003.06 | -23,106,607.43 | 178.66% | Primarily due to a decrease in interest income for the current period compared to the same period last year. |
| Income tax expenses<br><br> | 585,309,080.65 | 587,271,873.85 | -0.33% | No significant changes. |
| Investment in R&D | 216,527,381.78 | 170,320,907.17 | 27.13% | R&D investment increased during the current period. |
|---|---|---|---|---|
| Net cash flows from operating activities<br><br> | 4,106,039,368.33 | 3,961,187,202.77 | 3.66% | The main reason is that cash received from sales of goods and provision of services during the current period increased by RMB 1.414 billion compared with the same period last year; cash paid for purchases of goods and services during the current period increased by RMB 1.193 billion compared with the same period last year. |
| Net cash flows from investing activities<br><br> | -584,685,544.14 | -955,287,317.14 | 38.79% | The main reason is that cash received from the recovery of investments for the current period increased by RMB 1.504 billion compared with the same period last year; cash received from investment income for the current period increased by RMB 81 million compared with the same period last year; cash received from other activities related to investing activities for the current period increased by RMB 521 million compared with the same period last year; and cash paid for investments for the current period increased by RMB 1.6 billion compared with the same period last year; and cash paid for other items related to investing activities during the current period increased by RMB 121 million compared with the same period last year. |
| Net cash flows from financing activities<br><br> | -3,042,217,336.60 | -2,583,841,878.43 | -17.74% | The main reason is that cash received from investment activities during the current period decreased by RMB 84 million compared with the same period last year; cash paid for debt repayment during the current period decreased by RMB 251 million compared with the same period last year; and cash paid for dividends, profits, or interest during the current period increased by RMB 628 million compared with the same period last year. |
| Net increase in cash and cash equivalents<br><br> | 468,816,381.80 | 416,969,387.98 | 12.43% | The main reason is that net cash flows from operating and investing activities for the current period increased compared to the previous period. |
Significant changes in the profit composition or profit source of the Company during the reporting period
□ Applicable Not applicable There were no significant changes in the profit composition or profit source of the Company during the reporting period. Operating revenue structure
Unit: RMB
| The reporting period | The same period of the previous year | Year-on-year increase/decrease<br><br> | |||
|---|---|---|---|---|---|
| Amount | Proportion in operating revenue<br><br> | Amount | Proportion in operating revenue<br><br> | ||
| Total operating revenue<br><br> | 21,884,075,971.15 | 100% | 21,257,102,896.02 | 100% | 2.95% |
| By industries | |||||
| Income from industrial sales | 8,772,075,444.26 | 40.08% | 8,504,399,783.93 | 40.01% | 3.15% |
| Income from commercial sales | 13,064,278,378.91 | 59.70% | 12,708,142,389.60 | 59.78% | 2.80% |
| Technical services | 4,095,884.66 | 0.02% | 16,169,654.29 | 0.08% | -74.67% |
| Hospitality industry | 7,588,226.99 | 0.03% | 6,156,813.81 | 0.03% | 23.25% |
|---|---|---|---|---|---|
| Income from plantation sales | 1,470.00 | 0.00% | 932,453.26 | 0.00% | -99.84% |
| Income from other businesses | 36,036,566.33 | 0.16% | 21,301,801.13 | 0.10% | 69.17% |
| By products | |||||
| Industrial products (Self-made) | 8,772,075,444.26 | 40.08% | 8,504,399,783.93 | 40.01% | 3.15% |
| Wholesale and retail | 13,064,278,378.91 | 59.70% | 12,708,142,389.60 | 59.78% | 2.80% |
| Agricultural products | 1,470.00 | 0.00% | 932,453.26 | 0.00% | -99.84% |
| Other services | 11,684,111.65 | 0.05% | 22,326,468.10 | 0.11% | -47.67% |
| Others | 36,036,566.33 | 0.16% | 21,301,801.13 | 0.10% | 69.17% |
| By regions | |||||
| Domestic | 21,822,819,303.21 | 99.72% | 21,026,816,805.98 | 98.92% | 3.79% |
| Overseas | 61,256,667.94 | 0.28% | 230,286,090.04 | 1.08% | -73.40% |
The industries, products, or regions that account for more than 10% of the Company’s operating revenue or operating profit Applicable □ Not applicable
Unit: RMB
| Operating revenue | Operating cost | Gross margin<br><br> | Increase/decrease of operating revenue compared with the same period of the previous year<br><br> | Increase/decrease of operating cost compared with the same period of the previous year<br><br> | Increase/decrease of gross margin compared with the same period of the previous year<br><br> | |
|---|---|---|---|---|---|---|
| By industries | ||||||
| Income from industrial sales | 8,772,075,444.26 | 2,997,425,057.02 | 65.83% | 3.15% | 9.91% | -2.10% |
| Income from commercial sales | 13,064,278,378.91 | 12,286,148,467.25 | 5.96% | 2.80% | 2.91% | -0.10% |
| By products | ||||||
| Industrial products (Self-made) | 8,772,075,444.26 | 2,997,425,057.02 | 65.83% | 3.15% | 9.91% | -2.10% |
| Wholesale and retail | 13,064,278,378.91 | 12,286,148,467.25 | 5.96% | 2.80% | 2.91% | -0.10% |
| By regions | ||||||
| Domestic | 21,822,819,303.21 | 15,243,663,565.26 | 30.15% | 3.79% | 5.30% | -1.00% |
When the statistical caliber of the Company’s principal business data is adjusted in the reporting period, the Company’s principal business data should be subject to the one after the statistical caliber at the end of the reporting period is adjusted in the latest period
□ Applicable Not applicable
Ⅳ. Analysis on Non-principal Businesses
Applicable □ Not applicable
Unit: RMB
| Amount | Proportion in total profits<br><br> | Reasons | Whether it is sustainable<br><br> | |
|---|---|---|---|---|
| Investment income | 601,930,486.00 | 14.06% | Mainly consisted of investment income from Shanghai Pharma. | No |
| Profits and losses from changes in fair value<br><br> | 129,325,396.89 | 3.02% | Mainly consisted of the change in net value of the Company’s financial assets held for trading and other non-current financial assets. | No |
| Asset impairment | -24,068,120.33 | -0.56% | Mainly consisted of provision for inventory write-down. | No |
| Non-operating revenue | 13,148,676.97 | 0.31% | Mainly consisted of income not related to daily business activities. | No |
| Non-operating expenses | 4,675,701.85 | 0.11% | Mainly consisted of expenses not related to daily business activities. | No |
| Credit impairment loss (loss is indicated with “-”)<br><br> | 40,950,070.41 | 0.96% | Mainly consisted of provision for bad debt in the commercial sector. | No |
| Other income | 63,467,539.93 | 1.48% | Mainly consisted of government grants. | No |
| Gains from disposal of assets (loss is indicated with “-”)<br><br> | 1,111,348.76 | 0.03% | Mainly consisted of proceeds from the disposal of non-current assets and proceeds from the disposal of right of use assets. | No |
Note: Investment income from Shanghai Pharma amounted to RMB 615 million. This investment represents a strategic collaboration between the two parties, facilitating synergies in their respective industries. The investment income is sustainable.
V. Analysis on Assets and Liabilities
1. Significant changes in assets composition
Unit: RMB
| End of the reporting period | End of the previous year | Increase/decrease in proportion<br><br> | Statement on significant changes<br><br> | |||
|---|---|---|---|---|---|---|
| Amount | Proportion in total assets<br><br> | Amount | Proportion in total assets<br><br> | |||
| Cash and bank balance<br><br> | 9,569,904,053.50 | 17.35% | 9,107,829,167.98 | 16.78% | 0.57% | No significant changes. |
| Accounts receivable<br><br> | 10,182,602,486.28 | 18.47% | 10,160,059,223.29 | 18.72% | -0.25% | No significant changes. |
| Inventories | 6,147,877,228.16 | 11.15% | 6,231,383,826.69 | 11.48% | -0.33% | Inventory management efficiency was improved, accelerating inventory turnover. |
| Investment property<br><br> | 46,995,322.73 | 0.09% | 50,366,578.65 | 0.09% | -0.00% | No significant changes. |
| Long-term equity investments<br><br> | 13,648,237,691.06 | 24.75% | 13,227,578,051.91 | 24.37% | 0.38% | Mainly due to sustained investment income from Shanghai |
| Pharma. | ||||||
|---|---|---|---|---|---|---|
| Fixed assets | 3,212,622,675.46 | 5.83% | 3,274,340,152.34 | 6.03% | -0.20% | No significant changes. |
| Contruction in progress<br><br> | 932,187,206.75 | 1.69% | 807,592,848.36 | 1.49% | 0.20% | Mainly due to ongoing investment in projects under construction. |
| Right-of-use assets<br><br> | 231,636,423.58 | 0.42% | 248,003,380.85 | 0.46% | -0.04% | No significant changes. |
| Short-term loans<br><br> | 25,113,604.10 | 0.05% | 182,775,753.21 | 0.34% | -0.29% | Mainly due to a decrease in credit loans and the discounting of internally issued bills. |
| Contractual liabilities<br><br> | 1,578,687,785.93 | 2.86% | 1,505,826,938.18 | 2.77% | 0.09% | No significant changes. |
| Long-term loans<br><br> | 2,100,000.00 | 0.00% | 86,569,400.83 | 0.16% | -0.16% | The main reason is that the secured loan is due within one year. |
| Lease liabilities | 133,099,612.83 | 0.24% | 141,830,379.18 | 0.26% | -0.02% | No significant changes. |
| Receivables financing<br><br> | 838,621,388.17 | 1.52% | 1,681,985,583.93 | 3.10% | -1.58% | Mainly due to a decrease in bank-accepted bills held at the end of the period. |
| Other receivables<br><br> | 632,395,561.18 | 1.15% | 406,517,244.11 | 0.75% | 0.40% | Mainly due to changes in dividends receivable, deposits, and guarantee deposits. |
| Other noncurrent financial assets<br><br> | 312,435,493.34 | 0.57% | 210,855,260.47 | 0.39% | 0.18% | Mainly due to changes in the fair value of other noncurrent financial assets held. |
| Receipts in advance<br><br> | 518,138.91 | 0.00% | 190,841.21 | 0.00% | 0.00% | Mainly due to the increase in prepaid rent at the end of the period. |
| Taxes payable | 578,166,281.56 | 1.05% | 278,051,492.11 | 0.51% | 0.54% | Mainly due to an increase in income tax and value- |
| added tax payable but not yet paid at the end of the period. | ||||||
|---|---|---|---|---|---|---|
| Non-current liabilities due within one year<br><br> | 164,848,943.89 | 0.30% | 76,443,711.53 | 0.14% | 0.16% | The main reason is that the secured loan is due within one year. |
| Estimated liabilities<br><br> | 32,255,978.72 | 0.06% | 22,513,696.41 | 0.04% | 0.02% | Mainly due to the increase in the provision for returns payable in this period. |
2. Major overseas assets
□ Applicable Not applicable
3. Assets and liabilities at fair value
Applicable □ Not applicable
Unit: RMB
| Item | Opening balance | Profits or losses on changes in fair value during the reporting period<br><br> | Cumulative changes in fair value included in equity<br><br> | Impairment accrued during the reporting period<br><br> | Purchase amount during the reporting period<br><br> | Sales amount during the reporting period<br><br> | Other changes<br><br> | Closing balance |
|---|---|---|---|---|---|---|---|---|
| Financial assets | ||||||||
| 1. Financial assets held for trading (derivative financial assets excluded)<br><br> | 4,192,113,408.43 | 27,745,164.02 | 6,800,000,000.00 | 6,268,689,294.27 | 4,751,169,278.18 | |||
| 2. Other equity instrument investments<br><br> | 71,745,000.00 | 71,745,000.00 | ||||||
| 3. Other noncurrent financial assets<br><br> | 210,855,260.47 | 101,580,232.87 | 312,435,493.34 | |||||
| Subtotal of financial assets<br><br> | 4,474,713,668.90 | 129,325,396.89 | 6,800,000,000.00 | 6,268,689,294.27 | 5,135,349,771.52 | |||
| Total | 4,474,713,668.90 | 129,325,396.89 | 6,800,000,000.00 | 6,268,689,294.27 | 5,135,349,771.52 | |||
| Financial liabilities<br><br> | 0.00 | 0.00 |
Other variations: None.
Whether the Company has significant changes in measurement attributes of main assets during the reporting period
□ Yes No
4. Restrictions on asset rights as of the end of the reporting period
Unit: RMB
| Item | Closing book value | Reason for restriction |
|---|---|---|
| Cash and bank balance | 29,534,231.67 | Bank acceptance bill deposit, performance bond deposit, etc. |
| Cash and bank balance | 2,657,295.33 | Specifically designated for the maintenance of housing related to housing reform<br><br> |
| Assets of the restructured special account<br><br> | 536,663,457.31 | Assets of the restructured special account, specifically used to cover the costs of identity conversion for employees of state-owned enterprises<br><br> |
| Accounts receivable | 10,522,325.40 | Accounts receivable factoring for Anguo Juyaotang Pharmaceutical Co., Ltd.<br><br> |
| Fixed assets | 133,537,692.82 | Mortgage loan secured by houses and buildings of Anguo Juyaotang Pharmaceutical Co., Ltd.<br><br> |
| Intangible assets | 44,665,082.82 | Land use right mortgage loan for Anguo Juyaotang Pharmaceutical Co., Ltd.<br><br> |
| Total | 757,580,085.35 | -- |
VI. Investment Analysis
1. Overview
Applicable □ Not applicable
| Investment during the reporting period (RMB)<br><br> | Investment during the same period of the previous year (RMB)<br><br> | Percentage of change |
|---|---|---|
| 5,226,006,150.52 | 3,486,707,527.53 | 49.88% |
2. Significant equity investments made during the reporting period
□ Applicable Not applicable
3. Significant non-equity investments in progress during the reporting period
Applicable □ Not applicable
Unit: RMB
| Project Name | Investment method<br><br> | Investment in fixed assets or not<br><br> | Involved industry in investment projects<br><br> | Amount invested in the reporting period<br><br> | Cumulative actual investment as of the end of reporting period<br><br> | Source of funding<br><br> | Progress of project<br><br> | Estimated income<br><br> | Cumulative income as of the end of the reporting period<br><br> | Reasons for unmet progress and estimated income<br><br> | Disclosure date (if any)<br><br> | Disclosure index (if any) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Yunnan Baiyao Shanghai International Center | Selfestablished | Yes | Pharmaceuticals, daily chemical products | 37,967,484.42 | 1,031,469,637.86 | Selfraised | 98.00% | N/A | June 9, 2021 | http://www.cninfo.com.cn/new /disclosure/detail?stockCode= 000538&announcementId=121 0206330&orgId=gssz0000538 &announcementTime=202106-09 | ||
| Yunnan Baiyao R&D Platform Kunming Center Construction Project | Selfestablished | Yes | Pharmaceuticals | 5,479,016.71 | 312,551,269.25 | Selfraised | 57.00% | N/A | ||||
| Total | -- | -- | -- | 43,446,501.13 | 1,344,020,907.11 | -- | -- | 0.00 | 0.00 | -- | -- | -- |
4. Financial assets investment
(1) Securities investment
□ Applicable Not applicable The Company had no securities investments during the reporting period.
(2) Investments in derivatives
□ Applicable Not applicable The Company had no investments in derivatives during the reporting period.
5. Use of proceeds
- □ Applicable Not applicable The Company had no use of proceeds during the reporting period.
- VII. Significant Assets and Equity Sales
- 1. Significant assets sales
□ Applicable Not applicable The Company had no significant assets sales during the reporting period.
- 2. Significant equity sales
□ Applicable Not applicable
- VIII. Analysis on the Majority-controlled Companies and Joint-stock Companies
Applicable □ Not applicable Major subsidiaries and joint-stock companies with a net profit impact of over 10%
Unit: RMB
| Company name | Company type<br><br> | Principal businesses | Registered capital | Total assets | Net assets | Operating revenue | Operating profit | Net profit |
|---|---|---|---|---|---|---|---|---|
| Yunnan Pharmaceutical, Co., Ltd. | Subsidiary | Wholesale and retail of pharmaceuticals | 1,000,000,000.00 | 16,311,030,666.95 | 7,629,712,170.62 | 12,405,238,630.98 | 495,322,383.39 | 386,657,325.16 |
| Yunnan Baiyao Group Health Products Co., Ltd. | Subsidiary | Production and sales of oral hygiene products | 84,500,000.00 | 8,437,599,289.60 | 5,956,654,157.71 | 3,454,327,967.45 | 864,955,267.36 | 740,626,930.04 |
|---|---|---|---|---|---|---|---|---|
| Yunnan Baiyao Group TCM Resources Co., Ltd. | Subsidiary | Production and sales of TCM materials, TCM decoction pieces, Chinese patent medicines, food, and health supplements | 16,400,000.00 | 11,389,214,819.72 | 4,415,972,807.02 | 1,908,350,515.37 | 344,300,883.65 | 328,611,014.92 |
| YNBY International Limited | Subsidiary | Specialized in trade of finished cooking oil, sugar, personal care products, and cosmetics. | 415,278,149.99 | 310,235,818.94 | 671,370,535.93 | 4,582,739.97 | 2,286,416.50 | |
| Shanghai Pharmaceuticals Holding Co., Ltd. | Joint-stock company | R&D, manufacturing, and sales of API, pharmaceutical products (including but not limited to chemical Active Pharmaceutical Ingredients (APIs), chemical preparations, TCM materials, Chinese patent medicines, TCM decoction pieces, biochemical drugs, biological products, narcotics, psychotropic drugs, and toxic drugs for medical use (Adapted to the scope of business), vaccines) of various dosage forms (including but not limited to tablets, capsules, aerosols, immune preparations, granules, plasters, pills, oral liquids, inhalants, injections, liniments, tinctures, suppositories) health products, medical devices, and related products, manufacturing and sales of pharmaceutical equipment, engineering installation and maintenance, warehousing and logistics, sea, land, and air freight forwarding business, industrial investment, asset management, provision of international economic and trade information and consulting services, self-owned house leasing, import and export business of various self-operated and agent drugs and related goods and technologies. | 3,708,361,809.00 | 240,769,418,449.23 | 92,785,779,818.76 | 147,469,729,395.20 | 5,639,763,113.89 | 4,341,656,313.04 |
Note: In accordance with relevant company regulations, the Health Products Company recognized brand usage fees totaling RMB 609 million payable to the parent company for the use of the “Yunnan Baiyao” main brand trademark. Excluding brand usage fees, the Health Products Company achieved a profit of RMB 1.258 billion for the first half of 2026.
Acquisition and disposal of subsidiaries during the reporting period Applicable □ Not applicable
| Company name | Approaches of acquiring and disposing of subsidiaries during the reporting period<br><br> | Influence on overall production, operation and performance |
|---|---|---|
| Yunnan Baiyao (Ziyang) Technology Co., Ltd. | Newly incorporated | No significant influence. |
| Shanghai Hanshi Health Consulting Co., Ltd. | Sale | No significant influence. |
| Shanghai Yunzhenni Medical Beauty Clinic Co., Ltd. | Sale | No significant influence. |
| Time Travel (Guangzhou) Intelligent Technology Co., Ltd. | Cancellation | No significant influence. |
Description of the major holding companies and joint-stock companies: None.
Ⅸ. Structured Entities Controlled by the Company
See Section VIII “X. Interest in Other Entities.”
X. Risks and Countermeasures
(I) Policy changes
In recent years, a series of supportive policies for the pharmaceutical industry have been introduced successively, opening up favorable development opportunities for pharmaceutical enterprises. Meanwhile, the healthcare reform will be further deepened, and the routine centralized volume-based procurement will cover more pharmaceuticals. Comprehensive revisions to laws and regulations pertaining to drug supervision are also on the horizon. All these factors are exerting higher requirements for the healthy development of the pharmaceutical industry. Given this context, the Company will place even greater emphasis on aligning with the Chinese pharmaceutical policy direction and intensify its efforts in tracking, analyzing, and comprehending critical industry information, and remain steadfast in upholding pharmaceutical compliance standards. Guided by clinical value, we will drive the establishment and optimization of our innovation and R&D system as well as our efficacy evaluation system, thereby fostering the Company’s sustained and stable growth.
- (II) Market uncertainties Due to fluctuating raw material costs, price controls on pharmaceutical products, and intensified competitions
- at the terminal level, the pharmaceutical industry is experiencing significant operational pressure. Health consumer products are grappling with challenges such as wavering consumer confidence, which is posing obstacles to business growth. In response to these pressures, the Company will continue to leverage its full industry chain competitiveness and innovation as key drivers. By continuously consolidating the supply chain foundation, enhancing operational efficiency and refining management of channels and retail, the Company aims to deepen its innovation, cost, and channel advantages, which enables the Company to navigate through economic cycles and achieve sustainable, high-quality development in the competitive market.
- (III) Transformation of innovation and R&D achievements
In pursuit of enhancing core competitiveness, the Company has consistently escalated its investment in drug R&D over recent years. Generally, new drug R&D is featured with large amount of investment, long R&D cycle, less-than-expected industry transformation rate, market uncertainty after industrialization in the future, etc. Any changes in relevant policies and market demands will be likely to affect the commercial value of the products under
R&D. Upon completion of R&D, the successful commercialization of a new drug stands as an important factor influencing R&D yields. The Company is poised to meticulously assess the R&D projects of novel drugs within the framework of its strategic direction. Resources will be apportioned to key projects, bolstering risk management capabilities throughout the R&D. Collaborative IUR efforts will be fortified, optimizing the transformation of achievements and reducing the uncertainties associated with R&D investments.
(IV) External expansion
By implementing an industrial development strategy to seek both internal growth and external expansion, the Company actively advances towards its strategic goals and strives to inject new momentum into sustainable development. In the process of pursuing external expansion, a key challenge for the Company is how to leverage investment and innovation to introduce new variables, build a new Baiyao platform, integrate more external resources, and develop a complete industry chain, to ultimately establish a strong foothold in a highly competitive and rapidly changing market. The Company will remain strategy-driven and user-centric, continuously sharpening market insight to build a healthy, sustainable portfolio.
XI. Implementation of the Market Capitalization Management System and Valuation Improvement Plan
Whether the Company implemented the market capitalization management system Yes □No Whether the Company disclosed the valuation improvement plan
□ Yes No
To effectively enhance the Company’s investment value, standardize market capitalization management practices, ensure the compliance, scientific rigor, and effectiveness of such activities, maximize corporate value and shareholder interests, and actively respond to the call in the State Council’s Several Opinions on Strengthening Supervision, Preventing Risks, and Promoting High-Quality Development of the Capital Market to encourage listed companies to establish market capitalization management systems, the Company’s 10th Board of Directors held its first session of 2025 on March 31, 2025, and approved the Market Capitalization Management System of Yunnan Baiyao Group Co., Ltd. For details, please refer to the system disclosed on the same day on www.cninfo.com.cn.
XII. Implementation of the “Enhancement of Quality and Returns” Initiative
Whether the Company disclosed the Announcement of the “Enhancement of Quality and Returns” Initiative Yes □No
The Company disclosed the Announcement on “Enhancement of Quality and Returns” Initiative (Announcement No.: 2024-12) on March 9, 2024.
Firmly upholding the principle of rewarding shareholders, and consistently focusing on its principal businesses and maintaining prudent operations, the Company kept enhancing shareholder returns, while continuously advancing high-quality development. In April 2025, in active response to the call in the State Council’s Several Opinions on Strengthening Supervision, Preventing Risks, and Promoting High-Quality Development of the Capital Market to encourage listed companies to establish market capitalization management systems, the Company formulated the Market Capitalization Management System of Yunnan Baiyao Group Co., Ltd in accordance with the Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China, the Rules Governing the Listing of Shares on Shenzhen Stock Exchange, the Self-Regulatory Guidelines No. 1 for Companies Listed on Shenzhen Stock Exchange - Standardized Operation of Listed Companies on the Main Board, and the Listed Company Regulatory Guidance No. 10 - Market Capitalization Management, other laws and regulations and normative documents as well as the Articles of Association of Yunnan Baiyao Group Co., Ltd. In accordance with the regulations and in light of our own circumstances, we adopted a comprehensive set of measures, including enhancing the quality of information disclosure, managing investor relations, conducting cash dividends, and encouraging major shareholders to increase their holdings, to promote the rational reflection of the Company’s investment value and its high-quality development achievements.
(I) Constantly improving the quality and efficiency of production and operation
In the first half of 2026, the Company steadily implemented its strategic plan and continued to pursue its development strategy of “growth, efficiency, and value creation.” As a result, its performance maintained steady growth, and its operational resilience and long-term growth potential were further strengthened. Core flagship products in the pharmaceuticals and health products segments continued to generate stable revenue, and new products were launched in an orderly manner. The Company remained committed to innovation as drivers of growth, advancing both major TCM products and innovative drugs in parallel. Significant progress has been made in the industrial chain deployment, releasing the synergies across the supply chain of TCM materials.
During the reporting period, the Company generated operating revenue of RMB 21.884 billion, representing a year-on-year increase of 2.95%; net profit attributable to the parent company was RMB 3.701 billion, up 1.88% year on year; net profit attributable to the parent company after deducting non-recurring profits and losses, was RMB 3.518 billion, up 1.66% year on year, reaching a record high for the same period; and basic earnings per share were RMB 2.07, up 1.47% year on year. The Company’s business structure continued to optimize. The industrial
revenue amounted to RMB 8.772 billion, accounting for 40.08% of the total operating revenue, up 0.07 percentage points year-on-year, with the growth rate of industrial revenue reaching 3.15%. Since 2023, the proportion of industrial revenue in total revenue has continued to increase. The Company’s investment income from Shanghai Pharma for the current period was affected by fluctuations in one-time extraordinary gains and losses, resulting in a year-on-year decrease of RMB 169 million. Excluding this impact, the Company’s net profit attributable to the parent company for the first half of 2026 increased by 8.33% year on year, while net profit attributable to the parent company for the second quarter rose by 13.18% year on year.
In terms of growth quality, the Company’s net operating cash flow for the reporting period was RMB 4.106 billion, representing a year-on-year increase of 3.66%; the weighted average return on equity was 9.04%; selling expenses decreased by 2.62% year on year, and general and administrative expenses decreased by 9.88% year on year. During the reporting period, R&D investment totaled RMB 217 million, representing a significant year-onyear increase of 27.13%, and the Company’s R&D capabilities continued to improve. The Company continued to maintain a healthy asset structure. At the end of the reporting period, the Company had total assets of RMB 55.145 billion, net assets attributable to the shareholders of the listed company amounted to RMB 40.973 billion, the assetliability ratio was 25.56%, and the cash and bank balance stood at RMB 9.57 billion.
(II) Enhancing returns to shareholders in multiple dimensions The Company takes a multi-pronged approach to enhance shareholder satisfaction, including cash dividends
and increasing the frequency of dividend payments.
During the reporting period, with a track record of consistently high dividends, the Company increased the frequency of dividend payments to enhance investors’ sense of benefit through special dividends. In April 2026, the Company completed the distribution of dividends for the 2025, paying a cash dividend of RMB 15.84 (tax inclusive) per 10 shares to all shareholders, for a total cash dividend payout of RMB 2.824 billion. When combined with the special dividend already paid in 2025, the total cumulative cash dividend for 2025 reached RMB 4.643 billion, accounting for 90.09% of the Company’s net profit attributable to parent company in 2025.
On August 28, 2026, the 11th Board of Directors of the Company considered and approved the 2026 special dividend plan at its sixth session of 2026. Based on the Company’s total issued share capital of 1,784,262,603 shares as of the first half of 2026, the plan proposes to distribute a cash dividend of RMB 10.38 (tax inclusive) per 10 shares to all shareholders, with no bonus shares (tax inclusive). The total amount of this cash dividend is RMB 1,852,064,581.91, and no capital reserves will be used to increase share capital. The total amount of the 2026 special dividend represents 50.04% of the net profit attributable to the parent company for the first half of 2026.
- (III) Continuously improving the information disclosure quality The Company consistently adheres to the principles of truthfulness, accuracy, completeness, timeliness, and fairness in information disclosure, strictly following applicable laws, regulations, and corporate policies. Actively engaging with investors, the Company carefully considers their needs and suggestions regarding periodic reports. The Company discloses the interim report data across multiple dimensions, including segments and channels, ensuring compliance while offering a comprehensive view of its operations and development. Meanwhile, the Company practically engages in voluntary information disclosure, proactively sharing information that aids investors in value assessment and decision-making, thereby enhancing the relevance and transparency of disclosures. In addition, the Company employs various methods to present and interpret periodic reports, including graphics, videos, and PowerPoint presentations, to communicate information in a clear, engaging, and easy-to-understand manner. As of the end of the reporting period, Yunnan Baiyao has been awarded the Class A rating in the information disclosure assessment by the Shenzhen Stock Exchange for the 18th consecutive time.
- (IV) Fully protecting the rights and interests of investors and ensuring smooth communication channels The Company has established a smooth communication channel to effectively safeguard the rights and interests
of investors and continuously improves the effectiveness of positive interaction with investors. During the reporting period, the Company held a total of one performance briefing, with a record high level of investor participation. We received investors for a total of 16 times (online and offline), involving more than 100 organizations and more than 230 investors, and survey records were released in a timely manner in accordance with information disclosure requirements. We responded to 24 inquiries at irm.cninfo.com.cn. Specialized personnel were assigned to answer investor relations hotline calls in earnest, ensuring the effective operation of the investor relations hotline. In addition, the Company has scientifically built a professional financial media matrix through text, video and other forms, and actively engages in multi-channel information dissemination, building and maintaining the Company’s multi-dimensional value in the capital market.
(V) Exploring and practicing the path of high-quality development
The Company has a clear strategic plan. For intensive growth, we will focus on the foundational development of the three key segments, that is pharmaceutical, health and distribution, and systematically explore potential and enhance efficiency across the industrial chain, value chain, and production factors. For extensive growth, we will, in line with the overall strategic requirements and orientation, actively explore ways to complement and strengthen existing industrial segments through strategic mergers and acquisitions, strategic partnerships, and other approaches, enabling us to rapidly overcome current growth bottlenecks and achieve sustained growth. The Company aims to
achieve growth in revenue, profit, asset scale, and other key indicators through the two-phase strategy, which will drive the century-old Baiyao toward becoming a Chinese leading and world-class modern pharmaceutical industry group.
Creating value, managing value, and realizing value are essential steps in the value enhancement journey for listed companies. The Company will strictly remain committed to fulfilling its responsibilities and obligations as a listed company. Through focusing on our principal businesses, continuous innovation, and operational improvements to enhance our intrinsic value, we aim to promote the healthy and sustainable development of the Company by continuously exploring and practicing the methodology of high-quality development. We will adhere to the “investor-oriented” principle, striving to safeguard investors’ rights and interests through various means, enhance investment returns and bolster investors’ sense of achievement. By effectively implementing the “Enhancement of Quality and Returns” initiative, we seek to boost market confidence and contribute to the positive and healthy development of the capital market.
Section IV Corporate Governance, Environment and Society
I. Changes of Directors and Senior Management of the Company
Applicable □ Not applicable
| Name | Position held | Type | Date | Reason |
|---|---|---|---|---|
| Zhu Zhaoyun | TCM Strategic Scientist | Resigned | February 10, 2026 | Job transfer |
| Zhang Ning | Chief Scientist | Resigned | February 10, 2026 | Job transfer |
| Li Jin | Former Secretary of the Commission for Discipline Inspection and Chief Quality and Process Officer | Resigned | February 10, 2026 | Retired |
II. Profit Distribution and Conversion of Capital Reserve into Share Capital during the Reporting Period
Applicable □ Not applicable
| Bonus shares per 10 shares (shares) | 0 |
|---|---|
| Cash dividend per 10 shares (RMB, tax inclusive) | 10.38 |
| Capitalization issue per 10 shares (shares) | 0 |
| Base of share capital for the distribution plan (shares) | 1,784,262,603 |
| Cash dividend amount (RMB, tax inclusive) | 1,852,064,581.91 |
| Cash distributed via other methods (e.g., share repurchase) (RMB)<br><br> | 0.00 |
| Total cash dividend (including other methods) (RMB) | 1,852,064,581.91 |
| Distributable profit (RMB) | 2,698,569,875.39 |
| Proportion of total cash dividend (including other methods) to total profit distributed<br><br> | 100% |
| The current cash dividend | |
| For companies in the mature stage with no material capital expenditure plans, cash dividends must account for at least 80% of the total profit distribution | |
| Details of the profit distribution and conversion of capital reserve into share capital | |
| The 2026 special dividend plan considered and approved by the Board of Directors is as follows: Based on a total of 1,784,262,603 shares, a cash dividend of RMB 10.38 (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. The cash dividend represents 50.04% of the net profit attributable to the parent company for the first half of 2026. |
III. Implementation of the Company’s Equity Incentive Plan, Employee Stock Ownership Plan (ESOP), or Other Employee Incentive Measures
□ Applicable Not applicable The Company had no equity incentive plans, employee stock ownership plans, or other employee incentive measures and their implementation during the reporting period.
IV. Disclosure of Environmental Information
Whether the listed company and its major subsidiaries are included in the list of enterprises legally required to disclose environmental information Yes □No
| Number of enterprises included in the list of enterprises legally required to disclose environmental information<br><br> | 4 | |
|---|---|---|
| Series No. | Enterprise Name | Index for Environmental Information Disclosure Reports Required by the Law<br><br> |
| 1 | Yunnan Baiyao Group Co., Ltd. | http://183.224.17.39:10097/ynyfpl/frontal/index.html#/home/enter priseInfo?XTXH=a0f410dc-2d86-4b05-bcb26c087ea96410&XH=1676796182864043921408&year=2025 |
| 2 | Yunnan Baiyao Group TCM Resources Co., Ltd. | http://183.224.17.39:10097/ynyfpl/frontal/index.html#/home/enter priseInfo?XTXH=b18de973-4492-4d18-9e8369981a37ac71&XH=1676796185788043921408&year=2025 |
| 3 | Yunnan Baiyao Group Wenshan Qihua Co., Ltd. | http://183.224.17.39:10097/ynyfpl/frontal/index.html#/home/enter priseInfo?XTXH=4b16aa84-7e69-418f-a8b98ce6e4d8bf56&XH=1676796204034043921408&year=2025 |
| 4 | Yunnan Baiyao Group Dali Pharmaceutical Co., Ltd. | http://183.224.17.39:10097/ynyfpl/frontal/index.html#/home/enter priseInfo?XTXH=31de9536-0920-46ec-9d521dfbae1dde08&XH=1682673698668045334528&year=2025 |
V. Social Responsibility
In the first half of 2026, under the guidance and arrangements of the Provincial Party Committee, the provincial government, and the Party Committee of the Provincial State-owned Assets Supervision and Administration Commission, Yunnan Baiyao Group leveraged its core strengths across the TCM materials industry chain. With an aim to precisely address the needs of Weixi County in rural revitalization, improve the quality of the TCM materials industry, and ensure the health of residents in border areas, the Group dispatched key personnel, allocated special funds, implemented distinctive projects, and effectively carried out initiatives to improve people’s livelihoods. Through these efforts, the Group advanced its targeted poverty alleviation work in a comprehensive, multi-level, and practical manner, and yielded significant phased results. Earnestly shouldering its social responsibility, the Group has effectively assisted Weixi County in consolidating and expanding the achievements of poverty alleviation while advancing the quality and efficiency of rural development.
In the first half of 2026, the Group continued to dispatch six village-based work team members to take up posts on the front lines in Weixi to carry out assistance work, making every effort to ensure the smooth implementation of the village-based work. In the first half of 2026, a total of RMB 2.3317 million was allocated for various forms of assistance, including RMB 120,000 for village-based work expenses, RMB 350,000 for industrial assistance, and RMB 1.8617 million for consumption-based assistance procurement. During this period, two key assistance projects
were implemented in rural counties; 10 industrial skills training sessions were conducted, reaching 300 participants; three rural prosperity leaders were cultivated; and two public welfare initiatives were successfully completed, benefiting more than 2,100 people. All assistance efforts were carried out with precision and achieved significant results. At the same time, we continued to strengthen the medical and health security system in Diqing Prefecture, thoroughly resolving the challenges of medicine distribution in remote rural areas, achieving 100% coverage of medical supplies throughout the prefecture, and effectively safeguarding the lives and health of the people in the border regions.
(I) Accurately addressing needs, improving support mechanisms, and promoting higher quality and greater efficiency in support efforts
In the first half of 2026, taking a problem‑ and demand‑oriented approach, the Group proactively engages and swiftly responds to assistance‑related needs from Diqing Prefecture and Weixi County. It has established an efficient, interconnected and closed‑loop implementation mechanism for support efforts to ensure all assistance tasks are delivered in a thorough and detailed manner.
First, we responded quickly to requests and improved the closed-loop support mechanism. In March 2026, in response to the specific assistance requests submitted by Weixi County regarding industrial upgrading, talent support, and consumption-based poverty alleviation, the Group’s Party Committee attached great importance to the matter, and promptly convened a special meeting to discuss and make arrangements, systematically reviewing the list of requests item by item, clarifying the responsible parties for each item, and formulating implementation plans for each one. The Group established a working mechanism featuring “regular communication, dedicated personnel for specific tasks, and full-process tracking and supervision,” ensuring that every assistance request receives a response, every matter is resolved, and progress is made every month.
Second, we established a special task force to tackle key challenges and provided targeted assistance through a multi-pronged approach. Focusing on the five key priorities for improving the quality of the TCM materials industry in Weixi County, the Group established a dedicated support task force and dispatched professionals from the TCM Resources Business Group to conduct multiple on-site surveys and provide guidance in Weixi. This effort has enabled the Group to precisely advance key initiatives, including supply chain integration, the implementation of a digital platform, the construction of high-quality seedling bases, the promotion of primary processing technologies, and guidance on Good Agricultural Practice (GAP) certification. Focusing on gaps in rural talent development and taking into account the actual conditions of Weixi’s industrial development, we partnered with the county’s agriculture and rural affairs department to conduct specialized skills training in areas such as cultivation,
base operation and maintenance, and on-site processing of TCM materials. In the first half of 2026, we provided training to a total of 300 grassroots officials and farmers, effectively addressing the shortage of industry talent. Focusing on farmers’ income‑growth needs, the Group has expanded channels for consumption‑based assistance. Through multiple approaches including trade‑union procurement, staff internal purchases and consignment sales via platforms, the Company directly purchased TCM materials and special agricultural products from Weixi worth RMB 1.8617 million in the first half of 2026, benefiting 4,543 residents. Consumption‑led support has effectively driven steady income growth for local farmers.
(II) Building on industrial strengths, deepening targeted assistance, and creating a model of Baiyao’s support efforts
In the first half of 2026, the Group thoroughly implemented the requirements of the Three-year Action Work Plan for the High-quality Development of the TCM Industry in Yunnan Province (2025-2027), closely aligning with Weixi County’s “3455” development strategy for the TCM materials industry. Leveraging its own full-industrychain resources in TCM, the Group focused its efforts precisely on five dimensions (standardization, digital empowerment, supply chain integration, brand building, and skills enhancement) to drive the transformation of Weixi’s TCM materials industry from “extensive cultivation” to “high-quality, efficient, and standardized development,” thereby producing a series of replicable and scalable outcomes in targeted assistance.
First, we achieved a breakthrough in GAP certification and lay a solid foundation for industry standardization. To address the paint points of low standardization and a lack of authoritative certification in the cultivation of TCM materials in Weixi County, the Group proactively coordinated with the provincial task force responsible for evaluating GAP bases for TCM materials, ensuring that key bases in Weixi County were included in the list for the first round of on-site inspections in 2026. We dispatched senior base management experts to provide on-site assistance to Weixi Baixin TCM Materials Co., Ltd, offering comprehensive, one-on-one professional guidance in areas such as establishing a standardization system, on-site management of cultivation bases, standardizing production records, upgrading warehousing facilities, and standardizing signage. Thanks to the targeted assistance, the Company successfully passed the GAP on-site inspection in June 2026, becoming the first model entity for standardized cultivation of TCM materials in Weixi County and laying a solid foundation for the standardized, regulated, and branded development of the county’s TCM materials industry.
Second, we implemented a digital and intelligent platform to empower businesses and established a digital channel linking production and sales. To address the issues of information asymmetry and low distribution efficiency in the production and sales of TCM materials in Weixi, the Group promoted the implementation of the
“Digital Intelligence of Yunnan TCM” platform in Weixi, fully committed to building a digital production and sales system. In the first half of 2026, the platform team traveled to townships and villages to conduct specialized outreach sessions and hands-on training, covering three pilot townships (Pantiange Township, Yongchun Township, and Baohe Town) and 23 administrative villages. The team provided guidance on establishing a whitelist system for 30 enterprises affiliated with the county’s TCM materials cultivation and breeding associations, and a total of 666 farming households were registered on the whitelist. By establishing a digital production-to-sales linkage mechanism based on the “enterprise + production base + farmer” model, we ensured a seamless end-to-end process for TCM materials from field cultivation and traceability at the source to corporate procurement, significantly reducing distribution costs and increasing farmers’ income.
Third, we integrated local resources into the Group’s supply chain system to expand product sales channels. The Group proactively integrated upstream and downstream segments of the industrial chain, established targeted partnerships with local pharmaceutical companies in Weixi, and actively promoted the inclusion of high-quality local TCM material resources into the Group’s nationwide supply chain system. In the first half of 2026, we focused on conducting in-depth negotiations with local companies such as Weixi Weihong Pharmaceutical, Weixi Baixin TCM Materials, and Shangri-La Lancao Pharmaceutical. We promoted a stable “order-based inventory lock-in” cooperation model and successfully added two key local pharmaceutical companies to the Group’s supplier database. We also provided on-site hands-on training on the SRM procurement system to help these companies effectively integrate with the Group’s procurement channels, thereby completely resolving the challenges local TCM materials producers faced in obtaining fair prices for high-quality products and finding adequate sales channels.
Fourth, we built a distinctive medicinal cuisine brand to enhance the influence of local products. Building on Weixi’s distinctive industrial resources, we focused on upgrading the “Weixi Glutinous Yam” brand, a nationally renowned, unique, high-quality, and innovative agricultural product. In the first half of 2026, the Group partnered with the Weixi County Bureau of Agriculture and Rural Affairs to host the “Weixi Glutinous Yam Feast” competition, dispatching professional TCM practitioners and culinary chefs to serve as judges and provide technical guidance. At the same time, we guided Weixi County in participating in the Yunnan Provincial Medicinal Cuisine Innovation Competition, where the signature dish featuring glutinous yam won the Specialty Award in the Lijiang division. This effectively enhanced the visibility, reputation, and market competitiveness of “Weixi Glutinous Yam,” helping to boost the quality and efficiency of this specialty industry through brand empowerment.
Fifth, we organized skill competitions to comprehensively improve industrial processing standards. To comprehensively enhance farmers’ capacity for the primary processing of TCM materials, the Group allocated RMB
350,000 from its special fund for the development of the TCM materials industry and, in collaboration with the Weixi County Bureau of Agriculture and Rural Affairs, successfully hosted the opening ceremony for Weixi County’s first “Medicinal Herb Street,” along with a medicinal herb primary processing skills competition and the “Weixi Glutinous Yam Feast” competition. The TCM materials Primary Processing Skills Competition covered more than 60 administrative villages across 8 townships in the county, with 160 core growers participating. By using the competition to promote learning and practice, the event effectively established a platform for technical exchange, standardized the primary processing procedures for TCM materials, comprehensively improved the quality of local medicinal material processing, and advanced the refined development of the Weixi TCM materials industry.
(III) Upholding our mission for public wellbeing, fortifying the health‑safety line, and fully safeguarding drug safety in border areas
Diqing Prefecture is characterized by significant variations in elevation, a vast territory, and poor transportation infrastructure; as a result, difficulties in distributing medicines to rural areas and ensuring the availability of emergency medications have long been persistent challenges affecting people’s livelihoods. In the first half of 2026, the Group, taking safeguarding the lives and health of people in frontier regions as the core of its livelihood assistance initiatives, continuously improved the localized pharmaceutical supply system, and thoroughly bridged the “last mile” gap in access to medications for grassroots healthcare.
First, we expanded the intelligent pharmaceutical distribution network and established an integrated countylevel pharmaceutical supply system. By deepening its localized operations in Diqing, the Group has established a smart pharmaceutical supply network featuring multi-warehouse coordination, tiered distribution, and end-to-end cold chain logistics. Through innovative, refined, and agile dispatch and distribution mechanisms, the Group has achieved 100% coverage in the distribution of medical supplies to 9 prefectural and county-level medical institutions, 30 primary-level health centers, and 163 village clinics in Diqing Prefecture. Among these, we achieved direct doorto-door delivery to 42 village health clinics, completely resolving the issues of untimely medication access and inadequate distribution in remote villages. In addition, we spared no effort in assisting with the implementation of the “Integrated Procurement and Distribution for Medical Consortiums” project. Taking the construction of the central pharmacy for the Shangri-La City Medical Consortium as a model, we helped Weixi establish a standardized management model featuring “unified drug directory, unified procurement, and unified distribution,” thereby significantly improving the efficiency of drug procurement at the grassroots level, the accuracy of inventory management, and end-to-end traceability capabilities, and ensuring the safety of medications for the public.
Second, we tackled the challenges in ensuring the supply of special medications and strengthened the health and safety defenses along the border. To address the challenges of distributing emergency and special cold-chain medications, such as antivenom, neonatal emergency drugs, and insulin, the Group spared no expense to ensure the supply of emergency and special medications and comprehensively safeguard the lives and health of people of all ethnic groups in border regions by utilizing diverse transportation methods, including high-speed rail, air transport, and specialized refrigerated vehicles. In 2025, the Group supplied medical and pharmaceutical supplies worth a total of RMB 105 million to public medical institutions in Diqing Prefecture, including RMB 14 million worth of drugs developed and manufactured in-house by the Group, thereby continuing to strengthen the foundation of medical and health care in border regions.
Section V Significant Events
I. Commitments of the Company’s De Facto Controller, Shareholders, Related Parties and Acquirers, as well as the Company Itself and Other Related Entities Fulfilled during the Reporting Period or Ongoing at the Period-End
Applicable □ Not applicable
| Commitments | Commitment Party | Commitment Type | Contents | Commitment Time | Commitment Period | Performance Status |
|---|---|---|---|---|---|---|
| 1. Our company is not engaged in any business or activity that is the same as, similar to, or resembling, and constitutes | ||||||
| or may constitute directly or indirectly a competition in any aspect with, the listed company’s any existing business, nor | ||||||
| will we actively provide, in any way, any assistance in finance, business, management, etc. or any trade secrets such as | ||||||
| Commitments made in the acquisition report or equity change report | Yunnan Investment Group | Commitments regarding horizontal competition | technical information, business operations, sales channels, to any enterprises, agencies or other economic organizations that compete with the listed company in any of its existing business. 2. As of the date of issuance of this commitment letter, our company will legally take necessary and possible measures to avoid, and urge any other enterprises under our actual control to avoid, any businesses or activities that may in any way substantially or potentially constitute a horizontal competition or a conflict of interest, with the principal businesses of the listed company. If, in the future, a material conflict of interest arising from substantial or potential horizontal competition between our company and any enterprises under our control and the listed company, our company and such enterprises under our actual control will give up that business opportunity that may result in a material horizontal competition and thus lead to a substantial conflict of interest or take appropriate measures permitted by other laws and regulations to eliminate the potential | December 10, 2021 | Remain effective during the period of holding indirect stake in Yunnan Baiyao | In progress |
| impact of material horizontal competition. 3. Our company will not, by virtue of any information learned or known from | ||||||
| the listed company, assist our company itself or any third party in engaging in any business activities that may in any | ||||||
| way substantially or potentially constitute a horizontal competition with the principal businesses of the listed company. |
| Commitments | Commitment Party | Commitment Type | Contents | Commitment Time | Commitment Period | Performance Status |
|---|---|---|---|---|---|---|
| To protect the legitimate rights and interest of any and all of the shareholders of the listed company, our company | ||||||
| undertakes to warrant: 1. The personnel independence of the listed company, that is: (1) The general manager, deputy | ||||||
| general manager, CFO, secretary of the Board of Directors, and other senior management personnel of the listed | ||||||
| company will work full-time and receive compensation in the listed company, with holding no positions other than | ||||||
| directors or supervisors or receiving no compensation in any other enterprises under the control of our company, for | ||||||
| continuously maintaining the independence of personnel of the listed company; (2) The listed company has a complete | ||||||
| and independent labor, personnel, and salary management system, which is fully independent from our company and | ||||||
| any other enterprises under our control; (3) The directors, supervisors, and senior management personnel of the listed | ||||||
| company are elected or appointed in accordance with legal procedures, and our company will not interfere with the | ||||||
| personnel appointment and removal decisions already made by the Board of Directors and the general meeting of the | ||||||
| listed company. 2. The asset independence of the listed company, that is: (1) The listed company has independent and | ||||||
| complete assets, all of which are under the control of the listed company and are independently owned and operated by | ||||||
| the listed company; (2) Our company and any other enterprises under our control do not and will not in any way occupy | ||||||
| Commitments made in the acquisition report or equity change report | Yunnan Investment Group | Commitments to maintain the independence of the listed company | the funds, assets, and other resources of the listed company in violation of laws and regulations; (3) Our company and any other enterprises under our control will not use the assets of the listed company as guarantee for our and their debts in violation of regulations. 3. The financial independence of the listed company, that is: (1) The listed company continues to maintain its independent financial department and independent financial accounting system; (2) The listed company opens an independent bank account and does not share a bank account with our company or any other enterprises under our control; (3) The listed company is able to make independent financial decisions, without our company’s illegal interference with its asset utilization scheduling; (4) The independence of the listed company’s financial personnel who will not work part-time or receive remuneration in any other enterprises under our control; (5) The listed company legally pays taxes independently. 4. The institutional independence of the listed company, that is: | December 10, 2021 | Remain effective during the period of holding indirect stake in Yunnan Baiyao | In progress |
| (1) The listed company continues to maintain a sound corporate governance structure and has an independent and | ||||||
| complete organizational structure; (2) The general meeting, Board of Directors, independent directors, Supervisory | ||||||
| Committee, general manager, etc. of the listed company independently exercise their powers in accordance with laws, | ||||||
| regulations, and the listed company’s articles of association; (3) The listed company has an independent and complete | ||||||
| organizational structure, without institutional confusion with any other enterprises under our control. 5. The business | ||||||
| independence of the listed company, that is: (1) The listed company has the assets, personnel, qualifications, and | ||||||
| capabilities to independently carry out business activities, and also has the capabilities to independently and | ||||||
| continuously operate in the market; (2) The listed company has minimized related party transactions between our | ||||||
| company and any other enterprises under our control and the listed company as much as possible, and fairly carry out | ||||||
| necessary and inevitable related party transactions at fair prices in accordance with market-oriented principles, with | ||||||
| transaction procedures and information disclosure obligations fulfilled in accordance with relevant laws, regulations, | ||||||
| and normative documents. 6. The listed company maintains independence from our company and any other enterprises | ||||||
| under our control in any other aspects. |
| Commitments | Commitment Party<br><br> | Commitment Type<br><br> | Contents | Commitment Time<br><br> | Commitment Period<br><br> | Performance Status<br><br> |
|---|---|---|---|---|---|---|
| Commitments made in the acquisition report or equity change report<br><br> | Yunnan Investment Group | Commitments regarding related party transactions | 1. After the completion of this equity transfer, our company will consciously safeguard the interest of the listed company and any and all of its shareholders, and minimize and avoid related party transactions with the listed company. We will not, by virtue of our indirect stake in the listed company, seek for improper benefits or harm any interest of the listed company and any and all of its shareholders in related party transactions. 2. Our company does not and will not, by virtue of our indirect stake in the listed company and its own controlling influence, seek from the listed company for better commercial terms for business cooperation than that given to the third parties in the market for itself or for any other enterprises under our control. 3. Our company does not and will not, by virtue of our indirect stake in the listed company and its own controlling influence, seek for privileges for itself or any other enterprises under our control to enter into transactions with the listed company. 4. After completing this equity transfer, our company will strictly adhere to the provisions of the Company Law of the People’s Republic of China, the Articles of Association of Yunnan Baiyao Group, the Rules of Procedure for the General Meetings, and the Decision System for Related Party Transactions of the Listed Company when engaging in inevitable related party transactions with the listed company. We are committed to conducting these transactions in a transparent, fair, and equitable manner. This involves adhering to commercial principles such as “fairness, impartiality, and voluntariness.” We will enter into fair and reasonable transaction contracts with the listed company, ensuring that pricing policies are developed based on market fairness, impartiality, and openness. This approach guarantees the fairness of transaction prices. 5. After the completion of this equity transfer, our company and any other enterprises under our control will not illegally occupy the funds and assets of the listed company, and under no circumstances will the listed company be required to provide any form of guarantees to our company or any other enterprises under our control. | December 10, 2021 | Remain effective during the period of holding indirect stake in Yunnan Baiyao | In progress |
| Commitments made in the acquisition report or equity change report<br><br> | State-owned Assets Supervision and Administration Commission of Yunnan Provincial People’s Government (“SASAC of Yunnan Province”), New Huadu | Commitments regarding horizontal competition | In the future, when the time is ripe, SASAC of Yunnan Province and New Huadu shall urge Baiyao Holdings to gradually inject the high-quality assets related to Yunnan Baiyao’s existing business and future development areas into Yunnan Baiyao Group. Both SASAC of Yunnan Province and New Huadu will also strictly comply with the regulations to avoid horizontal competition. | March 23, 2017 | Remain effective during the period of holding the shares of Yunnan Baiyao (directly and indirectly) | In progress |
| Commitments | Commitment Party<br><br> | Commitment Type<br><br> | Contents | Commitment Time<br><br> | Commitment Period<br><br> | Performance Status<br><br> |
|---|---|---|---|---|---|---|
| Commitments made in the acquisition report or equity change report<br><br> | New Huadu | Commitments regarding related party transactions | 1. New Huadu and any other enterprises under our control will try the best to avoid related party transactions with Yunnan Baiyao. For inevitable related party transactions or those occurring for reasonable reasons, New Huadu will undertake to conduct such transactions on an equal and voluntary basis in the principles of fairness, impartiality, and compensation for equal value, with the transaction prices to be determined based on the reasonable prices recognized in the market. 2. New Huadu and any other enterprises under our control will strictly comply with the avoidance provisions on related party transactions set out in Yunnan Baiyao’s articles of association and in other relevant regulations. All related party transactions involved will be carried out in accordance with the decision-making procedures for related party transactions for Yunnan Baiyao, and legal procedures will be followed to ensure not to harm any legitimate rights and interest of Yunnan Baiyao and any other shareholders through related party transactions. 3. If New Huadu and any other enterprises under our control violate any of the above statements and commitments, leading to any damages to any rights and interest of Yunnan Baiyao, New Huadu agrees to bear any and all of the corresponding compensation liabilities for such damages so caused to Yunnan Baiyao. | March 23, 2017 | Remain effective during the period of holding the shares of Yunnan Baiyao (directly and indirectly) | In progress |
| Commitments made during asset restructuring<br><br> | State-owned Equity Management Company, New Huadu and its acting-inconcert parties | Commitments regarding related party transactions | 1. State-owned Equity Management Company has undertaken the previous commitments of SASAC of Yunnan Province: After the completion of this significant asset restructuring, SASAC of Yunnan Province will try its best to avoid related party transactions with the listed company. For inevitable related party transactions or those occurring for reasonable reasons, SASAC of Yunnan Province will undertake to conduct such transactions on an equal and voluntary basis in the principles of fairness, impartiality, and compensation for equal value, with the transaction prices to be determined based on the reasonable prices recognized in the market. SASAC of Yunnan Province will strictly comply with the provisions of relevant laws, regulations, normative documents, and the articles of association of the listed company, perform the decision-making procedures and information disclosure obligations for related party transactions, and warrant not to harm any legitimate rights and interest of the listed company and any other shareholders through related party transactions. This commitment letter shall come into effect and be irrevocable as of the date of official signature by SASAC of Yunnan Province. SASAC of Yunnan Province warrants the effective fulfillment of these commitments, and the listed company has the right to supervise its fulfillment of this commitment letter. If SASAC of Yunnan Province fails to effectively fulfill this commitment letter, leading to any actual losses to the listed company, SASAC of Yunnan Province will compensate for any and all of such direct or indirect losses so caused to the listed company.<br>2. New Huadu and its acting-in-concert parties undertake that: after the completion of this merger and overall listing, our company/I and any enterprises under our/my control will try the best to avoid related party transactions with the listed company. For inevitable related party transactions or those occurring for reasonable reasons, our company/I undertake (s) to conduct such transactions on an equal and voluntary basis in the principles of fairness, impartiality, and compensation for equal value, with the transaction prices to be determined based on the reasonable prices recognized in the market. Our company/I and any other enterprises under our/my control will strictly comply with the provisions of relevant laws, regulations, normative documents, and the articles of association of the listed company, perform the decision-making procedures and information disclosure obligations for related party transactions, and warrant not to harm any legitimate rights and interest of the listed company and any other shareholders through related party<br> | October 31, 2018 | Remain effective during the period of holding the shares of Yunnan Baiyao (directly and indirectly) | In progress |
| Commitments | Commitment Party<br><br> | Commitment Type<br><br> | Contents | Commitment Time<br><br> | Commitment Period<br><br> | Performance Status<br><br> |
|---|---|---|---|---|---|---|
| transactions. This commitment letter shall come into effect and be irrevocable as of the date of official signature by our company/me. Our company/I warrant(s) the effective fulfillment of these commitments, and the listed company has the right to supervise the fulfillment of this commitment letter. If our company/I fail(s) to effectively fulfill this commitment letter, leading to any actual losses to the listed company, our company/I will compensate for any and all of such direct or indirect losses so caused to the listed company. | ||||||
| Commitments made during asset restructuring<br><br> | State-owned Equity Management Company, New Huadu | Commitments to maintain the independence of the listed company | After the completion of this merger and overall listing, our company/institution will maintain independence from the listed company in terms of personnel, assets, business, institutions, and finance in accordance with relevant laws, regulations, and normative documents. We will not, by virtue of the identity as a related party of the listed company, engage in the acts that affect the independence of the listed company’s personnel, assets, business, institutions, and finances, or harm any rights and interest of the listed company and any other shareholders. Instead, we will effectively ensure the independence of the listed company in terms of personnel, assets, business, institutions, finance, etc. This commitment letter shall come into effect and be irrevocable as of the date of official signature by our company/institution. Our company/institution warrants the effective fulfillment of these commitments, and the listed company has the right to supervise the fulfillment of this commitment letter. If our company/institution fails to effectively fulfill this commitment letter, leading to any actual losses to the listed company, our company/institution will compensate for any and all of such direct or indirect losses so caused to the listed company. | October 31, 2018 | Remain effective during the period of holding the shares of Yunnan Baiyao (directly and indirectly) | In progress |
| Commitments made during asset restructuring<br><br> | Baiyao Holdings, State-owned Equity Management Company, New Huadu | Commitments regarding real estate business | If Yunnan Baiyao and its subsidiaries within the scope of its consolidated financial statements, and, Baiyao Holdings and its subsidiaries within the scope of its consolidated financial statements engaged in any illegal activities in the domestic real estate development business during the reporting period, such as undisclosed land vacancy, speculation of land, property hoarding, and price gouging, which have caused any losses to Yunnan Baiyao and investors, our company/institution will bear any and all of corresponding compensation liabilities for such losses as required by relevant laws, regulations and securities regulatory authorities. | December 11, 2018 | Remain effective during the period of holding the shares of Yunnan Baiyao (directly and indirectly) | In progress |
| Commitments made during asset restructuring<br><br> | Directors and senior management of the listed company | Commitments regarding real estate business | If Yunnan Baiyao and its subsidiaries within the scope of its consolidated financial statements, and, Baiyao Holdings and its subsidiaries within the scope of its consolidated financial statements engaged in any illegal activities in the domestic real estate development business during the reporting period, such as undisclosed land vacancy, speculation of land, property hoarding, and price gouging, which have caused any losses to Yunnan Baiyao and investors, I will bear any and all of the corresponding compensation liabilities for such losses as required by relevant laws, regulations and securities regulatory authorities. | December 11, 2018 | Remain effective | In progress |
| Commitments | Commitment Party<br><br> | Commitment Type<br><br> | Contents | Commitment Time<br><br> | Commitment Period<br><br> | Performance Status<br><br> |
|---|---|---|---|---|---|---|
| Commitments made during asset restructuring<br><br> | Baiyao Holdings, State-owned Equity Management Company, New Huadu | Commitments regarding compensatory measures after dilution of immediate returns | 1. Our company/institution will not interfere with any operation and management activities of the listed company beyond authority, nor will it encroach on any interest of the listed company.<br>2. After the date of issuance of this commitment letter, if the securities regulatory authorities make other regulatory requirements regarding compensatory measures and related commitments, and the above commitments fail to meet such new regulatory regulations of the securities regulatory authorities, our company/institution will undertake to issue supplementary commitments in accordance with their then latest relevant regulations.<br>3. Our company/institution undertakes to effectively fulfill the relevant compensatory measures formulated by the listed company and the relevant commitments made by our company/institution. If our company/institution violates these commitments and causes any losses to the listed company or investors, our company/institution is willing to legally bear any and all of the corresponding compensation liabilities for such losses.<br> | December 11, 2018 | Remain effective during the period of holding the shares of Yunnan Baiyao (directly and indirectly) | In progress |
| Commitments made during asset restructuring<br><br> | Directors, supervisors, and senior management of the listed company | Commitments regarding compensatory measures after dilution of immediate returns | 1. I undertake not to transfer benefits to any other units or individuals without compensations or under unfair conditions, nor to harm any interest of the listed company in any other way. 2. I undertake to restrain my official consumption. 3. I undertake not to use the assets of the listed company to engage in investment or consumption activities unrelated to my duties. 4. I undertake that the compensation system to be formulated by the Board of Directors or Remuneration Committee in the future will be linked to the implementation of compensatory measures taken by the listed company. 5. I undertake that the exercise conditions of the listed company’s equity incentives to be announced in the future will be linked to the implementation of the compensatory measures taken by the listed company. 6. I undertake to effectively fulfill the relevant compensatory measures formulated by the listed company and any commitments made by myself regarding compensatory measures. If I violate or refuse to fulfill any of the above commitments, leading to any losses to the listed company or any and all of its shareholders, I’m willing to legally bear any and all of the corresponding compensation liabilities. This commitment letter shall come into effect as of the date of my signature and shall constitute a binding legal document on me upon its effectiveness. If I violate this commitment letter, I’m willing to bear any and all of the corresponding legal liabilities. | December 11, 2018 | Remain effective | In progress |
| Commitments | Commitment Party | Commitment Type | Contents | Commitment Time | Commitment Period | Performance Status |
|---|---|---|---|---|---|---|
| 1. State-owned Equity Management Company has undertaken the previous commitments of SASAC of Yunnan | ||||||
| Province: In order to avoid horizontal competition with the listed company and safeguard the legitimate rights and | ||||||
| interest of the listed company and other shareholders, State-owned Equity Management Company solemnly makes the | ||||||
| following statements and commitments: After the completion of this transaction, State-owned Equity Management | ||||||
| Company will not directly engage in any businesses that are the same as or similar to, and constitute a competition with, | ||||||
| the principal businesses of the listed company. | ||||||
| 2. New Huadu undertakes that: As of the issuance date of this commitment letter, our company and any enterprises | ||||||
| under our control have not invested in any company, enterprise or other operating entity engaged in any business the | ||||||
| same as, or similar to, the principal businesses of the listed company or co-operating or co-engaged, with others, in | ||||||
| business the same as, or similar to, the principal businesses of the listed company. | ||||||
| After the completion of this transaction, our company and any enterprises under our control will not directly or | Remain | |||||
| indirectly engage in any form (including but not limited to investment, M&A, affiliation, joint ventures, cooperation, | effective | |||||
| Commitments made during asset restructuring | State-owned Equity Management Company, New Huadu | Commitments regarding horizontal competition | partnership, contracting or leasing operations, and equity participation) in businesses that are the same as or similar to, and constitute a competition with, the principal businesses of the listed company, nor will we directly or indirectly own any absolute or relative control over any other companies, enterprises or operating entities that engage in businesses that are the same as or similar to, and constitute a competition with the principal businesses of the listed company. During the commitment period mentioned above, if the listed company actually further expands its existing principal | October 31, 2018 | during the period of holding the shares of Yunnan Baiyao | In progress |
| businesses, and our company and any enterprises under our control have not yet engaged in production or operation of | (directly and | |||||
| such new businesses, our company and any enterprises under our control will not engage in such new businesses that | indirectly) | |||||
| compete with the principal businesses of the listed company unless the listed company notifies us in writing that it | ||||||
| would no longer engage in such new businesses. | ||||||
| During the aforementioned commitment period, if our company and any enterprises under our control obtain from any | ||||||
| third party any business opportunity that competes or may compete with the principal businesses of the listed company, | ||||||
| we shall immediately notify the listed company. If the listed company provides a positive response that it is willing to | ||||||
| take advantage of that business opportunity within the reasonable period specified in the notice, our company and any | ||||||
| enterprises under our control will abandon that business opportunity. | ||||||
| If our company and any enterprises under our control violate any of the above statements and commitments, leading to | ||||||
| any damages to any rights and interest of the listed company, our company agrees to bear any and all of the | ||||||
| corresponding compensation liabilities for such damages so caused to the listed company. |
| Commitments | Commitment Party<br><br> | Commitment Type<br><br> | Contents | Commitment Time<br><br> | Commitment Period<br><br> | Performance Status<br><br> |
|---|---|---|---|---|---|---|
| Commitments made during asset restructuring<br><br> | Directors, supervisors, and senior management of the listed company | Commitments regarding the authenticity, accuracy, and completeness of the information provided | Our company/I has/have provided necessary, authentic, accurate, complete, and effective documents, materials, or oral statements and explanations for this transaction at this stage, without any concealments, false records, or significant omissions. The provided copy materials or photocopies are consistent and aligned with the original materials or originals. The signatures and seals on the provided documents and materials are authentic, with necessary legal procedures for such signatures and seals having been fulfilled, and legal authorizations having been obtained. All statements and explanations of facts are consistent with the facts that occurred. According to the progress of this transaction, our company/I will provide relevant information and documents in a timely manner in accordance with relevant laws, regulations, rules, and relevant provisions of the CSRC and the stock exchange, and ensure that the information and documents to be constantly provided still meet the requirements of authenticity, accuracy, completeness, and effectiveness. Our company/I undertake (s) and warrant (s) the information provided or disclosed in this transaction is authentic, accurate, complete, and effective, without false records, misleading statements, or material omissions, and is/am willing to bear any and all of the corresponding individual and joint legal liabilities for that. | June 10, 2021 | Remain effective | In progress |
| Commitments made during asset restructuring<br><br> | State-owned Equity Management Company | Commitments regarding the authenticity, accuracy, and completeness of the information provided | As of the date of the issuance of this commitment, our company has provided necessary, authentic, accurate, complete, and effective documents, materials, or oral statements and explanations for this transaction at this stage, without any concealments, false records, or significant omissions. The provided copy materials or photocopies are consistent and aligned with the original materials or originals. The signatures and seals on the provided documents and materials are authentic, with necessary legal procedures for such signatures and seals having been fulfilled, and legal authorizations having been obtained. All statements and explanations of facts are consistent with the facts that occurred. According to the progress of this transaction, our company will provide relevant information and documents in a timely manner in accordance with relevant laws, regulations, rules, and relevant provisions of the CSRC and the stock exchange, and ensure that the information and documents to be constantly provided still meet the requirements of authenticity, accuracy, completeness, and effectiveness. Our company undertakes and warrants the information provided or disclosed in this transaction is authentic, accurate, complete, and effective, without false records, misleading statements, or material omissions, and is willing to bear any and all of the corresponding individual and joint legal liabilities for that. | June 10, 2021 | Remain effective | In progress |
| Commitments made during asset restructuring<br><br> | New Huadu and its actingin-concert parties | Commitments regarding the authenticity, accuracy, and completeness of the information provided | Our company and our acting-in-concert parties have provided necessary, authentic, accurate, complete, and effective documents, materials, or oral statements and explanations for this transaction at this stage, without any concealments, false records, or significant omissions. The provided copy materials or photocopies are consistent and aligned with the original materials or originals. The signatures and seals on the provided documents and materials are authentic, with necessary legal procedures for such signatures and seals having been fulfilled, and legal authorizations having been obtained. All statements and explanations of facts are consistent with the facts that occurred. According to the progress of this transaction, our company and our acting-in-concert parties will provide relevant information and documents in a timely manner in accordance with relevant laws, regulations, rules, and relevant provisions of the CSRC and the stock exchange, and ensure that the information and documents to be constantly provided still meet the requirements of authenticity, accuracy, completeness, and effectiveness. Our company and our acting-in-concert parties undertake and warrant the information provided or disclosed in this significant asset restructuring is authentic, accurate, complete, and effective, without false records, misleading statements, or material omissions, and are willing to bear any and all of the | June 10, 2021 | Remain effective | In progress |
| Commitments | Commitment Party<br><br> | Commitment Type<br><br> | Contents | Commitment Time<br><br> | Commitment Period<br><br> | Performance Status<br><br> |
|---|---|---|---|---|---|---|
| corresponding individual and joint legal liabilities for that. | ||||||
| Commitments made during asset restructuring<br><br> | Directors, supervisors, and senior management of the listed company | Commitments regarding compensatory measures after diluting immediate returns by this restructuring | 1. I undertake not to transfer benefits to any other units or individuals without compensations or under unfair conditions, nor to harm any interest of the listed company in any other way. 2. I undertake to restrain my official consumption. 3. I undertake not to use the assets of the listed company to engage in investment or consumption activities unrelated to my duties. 4. I undertake that the compensation system to be formulated by the Board of Directors or Remuneration Committee in the future will be linked to the implementation of compensatory measures taken by the listed company. 5. If the listed company subsequently introduces equity incentive policies, I undertake that the exercise conditions of the listed company’s equity incentives to be announced in the future will be linked to the implementation of the compensatory measures taken by the listed company. 6. If, during the period after the date of issuance of this commitment letter and before the completion of this transaction by the listed company, the CSRC makes other regulatory requirements regarding compensatory measures and related commitments, and the above commitments fail to meet such new regulatory regulations of the CSRC, I undertake to issue supplementary commitments in accordance with the then latest CSRC regulations. 7. If I violate any of the above commitments, leading to any losses to the listed company or investors, I’m willing to legally bear any and all of the corresponding compensation liabilities for such losses so caused to the listed company or investors. | June 10, 2021 | Remain effective | In progress |
| Commitments made during asset restructuring<br><br> | State-owned Equity Management Company | Commitments to maintain the independence of the listed company, reduce and regulate related party transactions, and avoid horizontal competition | 1. On October 31, 2018, SASAC of Yunnan Province, as a shareholder of the listed company, issued the Commitment Letter of SASAC of Yunnan Province on Maintaining the Independence of the Listed Company, Commitment Letter of SASAC of Yunnan Province on Reducing and Regulating Related Party Transactions, and Commitment Letter of SASAC of Yunnan Province on Avoiding Horizontal Competition. On April 7, 2020, our company issued the Commitment Letter of State-owned Equity Management Company on Its Undertaking of the Relevant Commitments Made in the Process of Yunnan Baiyao’s Merger Transaction by SASAC of Yunnan Province (hereinafter referred to as the “Commitment Letter on Undertaking”), committing to fully undertake, as of the date of completion of this equity transfer (calculated from the date of registration of the underlying equity in the name of our company), the responsibilities and obligations specified in the commitment documents previously made by SASAC of Yunnan Province and continuously effective at the time of this equity transfer as set out in the following list. The list includes the foregoing three commitment letters issued by SASAC of Yunnan Province. 2. As of the date of signing this commitment letter, our company has always strictly fulfilled the commitments to maintain the independence of the listed company, reduce and regulate related party transactions, and avoid horizontal competition in accordance with the requirements of the Commitment Letter on Undertaking, and has not violated any of the commitments made. After the completion of this transaction, our company will continue to strictly fulfill the Commitment Letter on Undertaking to safeguard the interest of the listed company and any and all of its shareholders. | June 10, 2021 | Remain effective | In progress |
| Commitments | Commitment Party | Commitment Type | Contents | Commitment Time | Commitment Period | Performance Status |
|---|---|---|---|---|---|---|
| 1. As of the date of signing this commitment letter, our company has always strictly fulfilled the Commitment Letter on | ||||||
| Maintaining the Independence of the Listed Company, Commitment Letter on Reducing and Regulating Related Party | ||||||
| Transactions, and Commitment Letter on Avoiding Horizontal Competition all issued on October 31, 2018. Our | ||||||
| company’s acting-in-concert parties have always strictly fulfilled the Commitment Letter on Reducing and Regulating | ||||||
| Related Party Transactions issued on October 31, 2018, and have not violated any of the commitments made. After the | ||||||
| completion of this transaction, our company and our acting-in-concert parties will continue to strictly fulfill this | ||||||
| commitment letter to safeguard the interest of the listed company and any and all of its shareholders. | ||||||
| Commitments made during asset restructuring | New Huadu and its actingin-concert parties | Commitments to maintain the independence of the listed company, reduce and regulate related party transactions, and avoid horizontal competition | 2. After the completion of this transaction, our company’s acting-in-concert parties will maintain independence from the listed company in terms of personnel, assets, business, institutions, and finance in accordance with relevant laws, regulations, and normative documents, and will not, by virtue of the identity as a shareholder and a related party of the listed company, engage in the acts that affect the independence of the listed company’s personnel, assets, business, institutions, and finances, or harm any rights and interest of the listed company and other shareholders. Instead, they will effectively ensure the independence of the listed company in terms of personnel, assets, business, institutions, finance, etc.<br>3. As of the date of signing this commitment letter, our company’s acting-in-concert parties and any other companies or enterprises under their control have not engaged in any business that constitute a horizontal competition with the principal businesses of the listed company and any other companies or enterprises under its control. In order to avoid horizontal competition with the listed company and safeguard the legitimate rights and interest of the listed company and other shareholders, after the completion of this transaction, our company’s acting-in-concert parties and any other companies or enterprises under their control will not directly engage in businesses that are the same as, or similar to, and<br> | June 10, 2021 | Remain effective | In progress |
| constitute a competition with, the principal businesses of the listed company. | ||||||
| 4. This commitment letter shall come into effect and be irrevocable as of the date of official signature by our company | ||||||
| and our acting-in-concert parties. Our company and our acting-in-concert parties warrant the effective fulfillment of | ||||||
| these commitments, and the listed company has the right to supervise their fulfillment of this commitment letter. If our | ||||||
| company and our acting-in-concert parties fail to effectively fulfill this commitment letter, leading to any actual losses to | ||||||
| the listed company, our company and our acting-in-concert parties will compensate for any and all of such direct or | ||||||
| indirect losses so caused to the listed company. |
| Commitments | Commitment Party<br><br> | Commitment Type<br><br> | Contents | Commitment Time<br><br> | Commitment Period<br><br> | Performance Status<br><br> |
|---|---|---|---|---|---|---|
| Commitments made during asset restructuring<br><br> | Listed company | Commitments to reduce and regulate related party transactions | During the period when our company is a related party of Shanghai Pharma, our company and any other companies or enterprises under our control will try the best to avoid and reduce related party transactions with Shanghai Pharma and its subsidiaries. For inevitable related party transactions or those occurring for reasonable reasons, our company undertakes to conduct such transactions on an equal and voluntary basis in the principles of fairness, impartiality, and compensation for equal value, with the transaction prices to be determined based on the reasonable prices recognized in the market. Our company will strictly comply with the provisions of relevant laws, regulations, normative documents, and the Articles of Association of Shanghai Pharma, perform the decision-making procedures and information disclosure obligations for related party transactions, and warrant not to harm any legitimate rights and interest of Shanghai Pharma and any other shareholders through related party transactions. This commitment letter shall come into effect and be irrevocable as of the date of official signature by our company. Our company warrants the effective fulfillment of these commitments, and Shanghai Pharma has the right to supervise the fulfillment of this commitment letter. If our company fails to effectively fulfill this commitment letter, leading to any actual losses to Shanghai Pharma, our company will compensate for any and all of such direct or indirect losses so caused to Shanghai Pharma. | June 10, 2021 | Remain effective | In progress |
| Whether the commitments are fulfilled as scheduled<br><br> | Yes | |||||
| If the commitments are overdue and have not been fulfilled, the specific reason for the failure and further work plan shall be explained in detail<br><br> | N/A |
II. Occupation of the Company’s Capital by the Controlling Shareholder or any of Its Related Parties for Non-Operating Purposes
□ Applicable Not applicable During the reporting period, there was no occupation of the Company’s capital by the controlling shareholder or any of its related parties for non-operating purposes.
III. Non-compliant Provision of External Guarantees
□ Applicable Not applicable There was no non-compliant provision of external guarantees during the reporting period.
IV. Engagement and Disengagement of Auditor
Whether the interim financial statements were audited or not
□ Yes No The Company’s interim financial statements were unaudited.
V. Explanations Given by the Board of Directors Regarding the Auditor’s “Modified Opinion” on the Financial Statements of the Reporting Period
□ Applicable Not applicable
VI. Explanations Given by the Board of Directors Regarding the Auditor’s “Modified Opinion” on the Financial Statements of Previous Year
□ Applicable Not applicable
VII. Bankruptcy and Reorganization
□ Applicable Not applicable There were no bankruptcy or reorganization related events during the reporting period.
VIII. Legal Matters
Material litigation or arbitration matters
□ Applicable Not applicable During the reporting period, the Company had no material litigation or arbitration matters. Other litigation Applicable □ Not applicable
| Basic Information of Litigation (Arbitration) | Amount Involved (RMB’0,00 0) | Any Estimated Liability Caused or Not | Litigation (Arbitration) Progress | Litigation (Arbitration) Trial Results and Impacts | Enforcement of Litigation (Arbitration) Judgments | Disclosure Date | Disclosure Index |
|---|---|---|---|---|---|---|---|
| Some cases have been | Some are in the | ||||||
| Summary of events not | filed to be tried; some | Summary of | process of being | ||||
| meeting the disclosure | are being under trials to | litigation events has | fulfilled or are | ||||
| standards for being | 41,246.97 | No | be adjudicated; some | no significant | being enforced | ||
| included in significant | have been adjudicated; | impact on the | against the | ||||
| litigation (arbitration) | Some are in the process | Company | opposing party in | ||||
| of enforcement | the lawsuit |
IX. Punishments and Rectifications
□ Applicable Not applicable There was no punishment or rectification involving the Company during the reporting period.
X. Credit Quality of the Company as well as its Controlling Shareholder and De Facto Controller
□ Applicable Not applicable
XI. Significant Related Party Transactions
1. Related party transactions in relation to daily operations
□ Applicable Not applicable There were no related party transactions related to daily operations during the reporting period.
2. Related party transactions arising from acquisition or sale of assets or equity
□ Applicable Not applicable There were no related party transactions arising from acquisition or sale of assets or equity during the reporting period.
3. Related party transactions regarding joint investments in third parties
□ Applicable Not applicable There were no related party transactions regarding joint investments in third parties during the reporting period.
4. Amounts due to and from related parties
□ Applicable Not applicable There were no amounts due to and from related parties during the reporting period.
5. Transactions with related finance companies
□ Applicable Not applicable There were no deposit, loan, credit or other financial business occurring between the Company and its related finance companies/related parties.
6. Transactions with related parties by finance company controlled by the Company
□ Applicable Not applicable There were no deposit, loan, credit or other financial business occurred between any finance companies under the control of the Company and related parties.
7. Other significant related party transactions
Applicable □Not applicable
Based on its routine business needs for 2026, the Company has made reasonable estimates regarding various related-party transactions related to daily operations, including procurement and sales of goods. The Company estimated that the total amount of routine related-party transactions with Shanghai Pharma and Tibet Jiushi Zhihe
Marketing Co., Ltd in 2026 would be RMB 2,300 million, accounting for 5.74% of the Company’s audited net assets of RMB 40,044.0588 million as of the end of 2025, which shall be submitted to the Company’s 2025 Annual Shareholders’ Meeting for consideration.
This matter has been considered and approved by the Company’s 11th Board of Directors at its second session of 2026 and at the 2025 Annual Shareholders’ Meeting. For details, please refer to the Announcement on Estimated Routine Related-Party Transactions for 2026 (Announcement No. 2026-11), the Announcement on the Resolutions of the Second Meeting of the 11th Board of Directors in 2026 (2026-08), and the Announcement on the Resolutions of the 2025 Annual Shareholders’ Meeting (2026-15).
Inquiries regarding the website for the disclosure of interim reports on significant related-party transactions
| Title of the Temporary Announcement | Date of Disclosure of the Temporary Announcement<br><br> | Name of Website for the Disclosure of Temporary Announcements<br><br> |
|---|---|---|
| Announcement on Estimated Routine RelatedParty Transactions for 2026 | April 1, 2026 | http://www.cninfo.com.cn |
| Announcement on the Resolutions of the Second Session of the 11th Board of Directors in 2026 | April 1, 2026 | http://www.cninfo.com.cn |
| Announcement on the Resolutions of the 2025 Annual Shareholders’ Meeting | April 22, 2026 | http://www.cninfo.com.cn |
XII. Major Contracts and Their Performance
1. Entrustment, contracting and leases
- (1) Entrustment
□ Applicable Not applicable There were no entrustment events of the Company during the reporting period.
- (2) Contracting
□ Applicable Not applicable There were no contracting events of the Company during the reporting period.
- (3) Leases
□ Applicable Not applicable There were no leases of the Company during the reporting period.
2. Major guarantees
□ Applicable Not applicable There were no major guarantees of the Company during the reporting period.
3. Entrusted wealth management
Applicable □ Not applicable
Unit: RMB’0,000
| Product category | Risk characteristics | Balance of entrusted wealth management during the Reporting Period<br><br> | Unrecovered overdue amount |
|---|---|---|---|
| Bank financial products | Self-owned capital | 142,000 | 0 |
| Brokerage financial products | Self-owned capital | 330,000 | 0 |
Details regarding the Company’s engagement of financial institutions as a single client to conduct asset management or invest in high-risk wealth management products with lower safety and poorer liquidity
Applicable □ Not applicable
Unit: RMB’0,000
| Name of trustee<br><br> | Type of trustee<br><br> | Risk characteristics<br><br> | Product category<br><br> | Amount | Starting date<br><br> | Ending date<br><br> | Investment allocation<br><br> | Actual Gains or Losses for the Reporting Period<br><br> | Actual Recovery of Gains or Losses for the Reporting Period<br><br> | Overview of Matters and Related Inquiry Index (if any)<br><br> |
|---|---|---|---|---|---|---|---|---|---|---|
| Shanghai International Trust Corp., Ltd. | Trust | - | FixedIncome Fund Trusts | HKD 50,000.00 | October 28, 2020 | Debt Assets | -774.08 | On February 27, 2026, YNBY International allotted and issued 1,937,984,496 shares of YNBY International to Shanghai International Trust Corp., Ltd, a designated trustee of Yunnan Baiyao (which subscribed to and holds the convertible bonds on behalf of Yunnan Baiyao), at a conversion price of HKD 0.258 per share. Upon completion of the exercise and conversion of options, the Company will implement the subsequent matters related to the trust products in accordance with the established plan and operational procedures. | https://www.cnin fo.com.cn/new/di sclosure/detail?st ockCode=00053 8&announcemen tId=1224988569 &orgId=gssz000 0538&announce mentTime=202602-28 | |
| Total | HKD 50,000.00 | -- | -- | -- | -774.08 | -- | -- |
4. Other Significant Contracts
□ Applicable Not applicable There were no other significant contracts of the Company during the reporting period.
XIII. Registration Form of Survey, Communication, Interviews and Other Activities Received During the Reporting Period
Applicable □ Not applicable
| Time of reception<br><br> | Place of reception | Mode of reception<br><br> | Type of guests<br><br> | Guests | Discussions and information provided<br><br> | Basic information index of the survey |
|---|---|---|---|---|---|---|
| January 21, 2026 | Office building at the headquarters | Telephone communication | Institutional investors | 6 persons from E-Fund Fund, etc. | To understand the business situation of the Company and other related issues | https://www.cninfo.com.cn/new/disclosure/detail?stoc kCode=000538&announcementId=1224948225&orgI d=gssz0000538&announcementTime=2026-01-23 |
| January 22, 2026 | Office building at the headquarters | Telephone communication | Institutional investors | 5 persons from PICC Asset Management, etc. | To understand the business situation of the Company and other related issues | https://www.cninfo.com.cn/new/disclosure/detail?stoc kCode=000538&announcementId=1224948249&orgI d=gssz0000538&announcementTime=2026-01-23 |
| January 22, 2026 | Office building at the headquarters | Telephone communication | Institutional investors | 2 persons from Orient Securities Asset Management, etc. | To understand the business situation of the Company and other related issues | https://www.cninfo.com.cn/new/disclosure/detail?stoc kCode=000538&announcementId=1224948227&orgI d=gssz0000538&announcementTime=2026-01-23 |
| January 23, 2026 | Office building at the headquarters | Telephone communication | Institutional investors | 2 persons from ABC-CA Fund Management, etc. | To understand the business situation of the Company and other related issues | https://www.cninfo.com.cn/new/disclosure/detail?stoc kCode=000538&announcementId=1224952206&orgI d=gssz0000538&announcementTime=2026-01-27 |
| January 23, 2026 | Office building at the headquarters | Telephone communication | Institutional investors | 4 persons from Zhong Hui Life Insurance, etc. | To understand the business situation of the Company and other related issues | https://www.cninfo.com.cn/new/disclosure/detail?stoc kCode=000538&announcementId=1224952208&orgI d=gssz0000538&announcementTime=2026-01-27 |
| April 1, 2026 | Office building at the headquarters | Telephone communication | Individual and institutional investors | 151 persons, including those from institutional investors and individual investors | To understand the business situation of the Company and other related issues | https://www.cninfo.com.cn/new/disclosure/detail?stoc kCode=000538&announcementId=1225072712&orgI d=gssz0000538&announcementTime=2026-04-01 |
| April 2, 2026 | Office building at the headquarters | Field research | Institutional investors | 18 persons from ICBC Credit Suisse, etc. | To understand the business situation of the Company and other related issues | https://www.cninfo.com.cn/new/disclosure/detail?stoc kCode=000538&announcementId=1225075992&orgI d=gssz0000538&announcementTime=2026-04-02 |
| April 8, 2026 | Office building at the headquarters | Telephone communication | Institutional investors | 5 persons from China Universal Asset Management, etc. | To understand the business situation of the Company and other related issues | https://www.cninfo.com.cn/new/disclosure/detail?stoc kCode=000538&announcementId=1225085370&orgI d=gssz0000538&announcementTime=2026-04-08 |
| April 8, 2026 | Office building at the headquarters | Telephone communication | Institutional investors | 3 persons from Dacheng Fund, etc. | To understand the business situation of the Company and other related issues | https://www.cninfo.com.cn/new/disclosure/detail?stoc kCode=000538&announcementId=1225085372&orgI d=gssz0000538&announcementTime=2026-04-08 |
| April 8, 2026 | Office building at the headquarters | Telephone communication | Institutional investors | 3 persons from NCI, etc. | To understand the business situation of the Company and other related issues | https://www.cninfo.com.cn/new/disclosure/detail?stoc kCode=000538&announcementId=1225085375&orgI d=gssz0000538&announcementTime=2026-04-08 |
| April 10, 2026 | Office building at the headquarters | Telephone communication | Institutional investors | 9 persons from Taiping Asset Management, etc. | To understand the business situation of the Company and other related issues | https://www.cninfo.com.cn/new/disclosure/detail?stoc kCode=000538&announcementId=1225094986&orgI d=gssz0000538&announcementTime=2026-04-10 |
| April 10, 2026 | Office building at the headquarters | Telephone communication | Institutional investors | 5 persons from China Life Asset Management, etc. | To understand the business situation of the Company and other related issues | https://www.cninfo.com.cn/new/disclosure/detail?stoc kCode=000538&announcementId=1225095024&orgI d=gssz0000538&announcementTime=2026-04-10 |
| April 10, 2026 | Office building at the headquarters | Telephone communication | Institutional investors | 2 persons from E-Fund Fund, etc. | To understand the business situation of the Company and other related issues | https://www.cninfo.com.cn/new/disclosure/detail?stoc kCode=000538&announcementId=1225095076&orgI d=gssz0000538&announcementTime=2026-04-10 |
|---|---|---|---|---|---|---|
| April 21, 2026 | Office building at the headquarters | Field research | Institutional investors, individual investors | The individual and institutional investors participating in the investor Q&A session of 2025 Annual Shareholders’ Meeting | To understand the business situation of the Company and other related issues | https://www.cninfo.com.cn/new/disclosure/detail?stoc kCode=000538&announcementId=1225142365&orgI d=gssz0000538&announcementTime=2026-04-21 |
| April 22, 2026 | Office building at the headquarters | Telephone communication | Institutional investors | 9 persons from Huaxing Securities, etc. | To understand the business situation of the Company and other related issues | https://www.cninfo.com.cn/new/disclosure/detail?stoc kCode=000538&announcementId=1225146303&orgI d=gssz0000538&announcementTime=2026-04-22 |
| June 4, 2026 | Office building at the headquarters | Field research | Institutional investors | 10 persons from E-Fund Fund, etc. | To understand the business situation of the Company and other related issues | https://www.cninfo.com.cn/new/disclosure/detail?stoc kCode=000538&announcementId=1225352226&orgI d=gssz0000538&announcementTime=2026-06-04 |
XIV. Explanation for Other Significant Events
Applicable □ Not applicable
1. Progress of R&D projects
On April 1, 2026, the Company issued the Announcement on the Approval of INB301 Injection for Drug Clinical Trial (Announcement No. 2026-13). The Company received the Notice of Approval for Clinical Trials of Drugs (Notice No.: 2026LP01002) issued by the National Medical Products Administration. Upon review, the clinical trial application for INB301 Injection (“the Product”), which was accepted on February 24, 2026, was found to comply with the relevant requirements for drug registration, and approval was granted to conduct clinical trials of the Product for cancer cachexia.
On June 3, 2026, the Company issued the Announcement on the Approval of a New Drug Clinical Trial Application for INB301 Injection by U.S. Food and Drug Administration (Announcement No. 2026-20). The Company received notification from the U.S. Food and Drug Administration (the “U.S. FDA”) that the New Drug Clinical Trial Application for INB301 Injection submitted by the Company has been approved by the U.S. FDA, which has granted permission to conduct clinical trials. The intended indication for development is cancer cachexia.
2. Progress on the private placement of exchangeable corporate bonds to shareholders
On April 20, 2026, the Company disclosed the Reminder Announcement Regarding the Entry into the Exchange Period for Exchangeable Corporate Bonds Issued Privately to Shareholders Holding More Than 5% of the Shares (Announcement No. 2026-14). The Company received a written notice from New Huadu, a shareholder holding more than 5% of our shares, stating that these exchangeable bonds will enter the exchange period on April 23, 2026,
with the current exchange price set at RMB 71.66 per share. The exchange period runs from the first trading day six months after the completion of the exchangeable bond issuance until the trading day immediately preceding the delisting of the exchangeable bonds, specifically from April 23, 2026 to October 20, 2028.
On April 27, 2026, the Company issued the Notice Regarding the Adjustment of the Exchange Price for Exchangeable Corporate Bonds Issued Privately to Shareholders Holding More Than 5% of the Shares (Announcement No. 2026-17). On April 27, 2026, the Company received a written notice from New Huadu, a shareholder holding more than 5% of our shares, stating that the exchange price for these exchangeable bonds would be adjusted. As the Company has disclosed the specific plan for Yunnan Baiyao’s 2025 annual equity distribution, in accordance with the relevant provisions of the Prospectus, the conversion price of these exchangeable bonds will be adjusted from RMB 71.66 per share to RMB 70.08 per share, effective from April 30, 2026, the ex-dividend and ex-rights date for this equity distribution.
3. Pledge and lifting of pledge of some shares by the shareholders
- (1) On January 23, 2026, the Company issued the Announcement Regarding the Lifting of Pledge of Certain
Shares by a Shareholder (Announcement No. 2026-01), stating that the Company was informed that New Huadu had released 75,000,000 shares of the Company (representing 4.20% of the total issued share capital) from pledge.
- (2) On February 3, 2026, the Company issued the Announcement Regarding the Pledge of Certain Shares by
a Shareholder (Announcement No. 2026-02), stating that the Company was informed that New Huadu had pledged
- 6,750,000 shares of the Company (representing 0.38% of the total issued share capital).
(3) On February 25, 2026, the Company issued the Announcement Regarding the Pledge of Certain Shares by a Shareholder (Announcement No. 2026-05), stating that the Company was informed that New Huadu had pledged
- 7,470,000 shares of the Company (representing 0.42% of the total issued share capital).
- (4) On March 24, 2026, the Company issued the Announcement Regarding the Pledge of Certain Shares by a
Shareholder (Announcement No. 2026-07), stating that the Company was informed that New Huadu had pledged 10,450,000 shares of the Company (representing 0.59% of the total issued share capital).
XV. Significant Events of the Company’s Subsidiaries
Applicable □ Not applicable
On May 22, 2026, at the Annual General Meeting of Shareholders, the Board of Directors of YNBY International received a share repurchase authorization from the shareholders of YNBY International to repurchase on the open market no more than 10% of the total number of issued shares of YNBY International as of the date the
resolution was passed at the Annual General Meeting of Shareholders. The Board of Directors of YNBY International has formally resolved to authorize the management to exercise this repurchase authorization from time to time, as appropriate, on the open market to implement the share repurchase program. YNBY International may repurchase shares at an appropriate time, depending on the circumstances. If YNBY International repurchases any shares pursuant to the repurchase authorization, YNBY International may, based on market conditions at the time of the repurchase and its capital management needs, cancel such repurchased shares and/or hold them as treasury shares.
As of August 14, 2026, YNBY International had repurchased a total of 109,936,000 shares under its repurchase authorization, representing approximately 1.15% of YNBY International’s total issued shares. The repurchased shares will be canceled or held as treasury shares, depending on market conditions and YNBY International’s capital management needs.
Section VI Changes in Shareholdings and Particulars about Shareholders
I. Changes in Shares
1. Changes in shares
Unit: share
| Before this change | Increase/decrease (+, -) | After this change | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Quantity | Proportion | New shares<br><br> | Bonus Shares<br><br> | Capital reserve converted into share capital<br><br> | Others | Subtotal | Quantity | Proportion | |
| I. Shares subject to trading moratorium<br><br> | 11,329,233 | 0.63% | -11,199,023 | -11,199,023 | 130,210 | 0.01% | |||
| 1. Stateowned shares<br><br> | |||||||||
| 2. Shares held by state-owned legal persons<br><br> | |||||||||
| 3. Shares held by other domestic shareholders<br><br> | 11,329,233 | 0.63% | -11,199,023 | -11,199,023 | 130,210 | 0.01% | |||
| Of which:<br><br>shares held by domestic legal persons<br><br> | |||||||||
| Shares held by domestic natural persons<br><br> | 11,329,233 | 0.63% | -11,199,023 | -11,199,023 | 130,210 | 0.01% | |||
| 4. Foreigninvested shares<br><br> | |||||||||
| Of which:<br><br>shares held by overseas legal persons<br><br> | |||||||||
| Shares held by overseas natural persons<br><br> | |||||||||
| II. Shares not subject to trading moratorium<br><br> | 1,772,933,370 | 99.37% | 11,199,023 | 11,199,023 | 1,784,132,393 | 99.99% |
| 1. RMBdenominated ordinary shares<br><br> | 1,772,933,370 | 99.37% | 11,199,023 | 11,199,023 | 1,784,132,393 | 99.99% | |||
|---|---|---|---|---|---|---|---|---|---|
| 2. Domesticlisted foreign shares<br><br> | |||||||||
| 3. Overseaslisted foreign shares<br><br> | |||||||||
| 4. Others | |||||||||
| III. Total number of shares<br><br> | 1,784,262,603 | 100.00% | 0 | 0 | 1,784,262,603 | 100.00% |
Reasons for changes in shareholdings
- □ Applicable Not applicable Approval of changes in shareholdings
- □ Applicable Not applicable Transfers for changes in shareholdings
- □ Applicable Not applicable Progress of share repurchase implementation
- □ Applicable Not applicable Progress of the implementation of the reduction and repurchase of shares through centralized bidding
- □ Applicable Not applicable
The impact of changes in shareholdings on financial indicators such as basic and diluted earnings per share, net assets per share attributable to the Company’s ordinary shareholders for the latest year and period
- □ Applicable Not applicable Other disclosures the Company deems necessary or required by securities regulators
- □ Applicable Not applicable
2. Changes in shares subject to trading moratorium
Applicable □ Not applicable
Unit: share
| Name of shareholder<br><br> | Number of shares subject to trading moratorium at the beginning of the reporting period<br><br> | Number of shares released from trading moratorium during the reporting period<br><br> | Increase in shares subject to trading moratorium during the reporting period<br><br> | Number of shares subject to trading moratorium at the end of the reporting period<br><br> | Reason for moratorium<br><br> | Date of shares released from trading moratorium<br><br> |
|---|---|---|---|---|---|---|
| Dong Ming | 9,960 | 0 | 0 | 9,960 | Locked-up shares held by senior management | Implemented in accordance with regulatory requirements |
| Zhu Zhaoyun | 42,000 | 0 | 14,000 | 56,000 | Locked-up shares held by senior | Implemented in accordance with |
| management | regulatory requirements | |||||
|---|---|---|---|---|---|---|
| Yang Fan | 8,250 | 0 | 0 | 8,250 | Locked-up shares held by senior management | Implemented in accordance with regulatory requirements |
| Li Jin | 42,000 | 0 | 14,000 | 56,000 | Locked-up shares held by senior management | Implemented in accordance with regulatory requirements |
| Yu Juan | 110,625 | 110,625 | 0 | 0 | Locked-up shares held by senior management | May 6, 2026 |
| Yin Pinyao | 189,000 | 189,000 | 0 | 0 | Locked-up shares held by senior management | May 6, 2026 |
| Yang Yong | 75,768 | 75,768 | 0 | 0 | Locked-up shares held by senior management | May 6, 2026 |
| Wang Minghui | 567,000 | 567,000 | 0 | 0 | Locked-up shares held by senior management | May 6, 2026 |
| Wang Jin | 378,000 | 378,000 | 0 | 0 | Locked-up shares held by senior management | May 6, 2026 |
| Qin Wanmin | 378,000 | 378,000 | 0 | 0 | Locked-up shares held by senior management | May 6, 2026 |
| Chen Yanhui | 133,009 | 133,009 | 0 | 0 | Locked-up shares held by senior management | May 6, 2026 |
| Chen Fashu | 9,395,621 | 9,395,621 | 0 | 0 | Locked-up shares held by senior management | May 6, 2026 |
| Total | 11,329,233 | 11,227,023 | 28,000 | 130,210 | -- | -- |
II. Issuance and Listing of Securities
□ Applicable Not applicable
III. Number of Shareholders of the Company and Their Shareholdings
Unit: share
| Total number of ordinary shareholders at the end of the reporting period<br><br> | 189,362 | Total number of preferred shareholders with resumed voting rights at the end of the reporting period (if any)<br><br> | 0 | |||||
|---|---|---|---|---|---|---|---|---|
| Shareholdings of ordinary shareholders holding more than 5% of the shares or the top 10 ordinary shareholders (excluding lending of shares through securities finance)<br><br> | ||||||||
| Name of shareholder | Nature of shareholder<br><br> | Shareholding ratio<br><br> | Number of ordinary shares held at the end of the reporting period<br><br> | Change during the reporting period<br><br> | Number of ordinary shares subject to trading moratorium<br><br> | Number of ordinary shares not subject to trading moratorium<br><br> | Pledged, marked or frozen<br><br> | |
| Status | Quantity |
| State-owned Equity Management Company | State-owned legal person | 26.20% | 467,431,774 | 0 | 0 | 467,431,774 | Pledged | 115,500,000 |
|---|---|---|---|---|---|---|---|---|
| New Huadu Industrial Group Co., Ltd. | Domestic non-stateowned legal person | 21.28% | 379,742,244 | 0 | 0 | 379,742,244 | Pledged | 42,170,000 |
| Yunnan Hehe (Group) Co., Ltd. | State-owned legal person | 8.19% | 146,185,851 | 0 | 0 | 146,185,851 | N/A | 0 |
| China Life Insurance Company Limited – Traditional – Ordinary Insurance Products – 005L-CT001 Shanghai | Others | 4.14% | 73,948,314 | 48,779,065 | 0 | 73,948,314 | N/A | 0 |
| New Huadu Group – Guosen Securities – 25 New Huadu EB01 Guaranteed and Trust Property Special Account | Domestic non-stateowned legal person | 3.14% | 56,000,000 | 0 | 0 | 56,000,000 | N/A | 0 |
| Hong Kong Securities Clearing Company Limited | Overseas legal person | 2.08% | 37,164,164 | -11,983,902 | 0 | 37,164,164 | N/A | 0 |
| China Construction Bank Corporation-E Fund CSI 300 Medical and Healthcare Trading Open-End Index Securities Investment Fund | Others | 0.81% | 14,498,382 | 2,584,036 | 0 | 14,498,382 | N/A | 0 |
| Chen Fashu | Domestic natural person | 0.70% | 12,527,495 | 0 | 0 | 12,527,495 | N/A | 0 |
| Taiping (Shenzhen) Private Equity Securities Investment Fund Management Co., Ltd. - Taiping Zhuoyuan No. 1 Private Securities Investment Fund | Others | 0.51% | 9,079,675 | 1,617,775 | 0 | 9,079,675 | N/A | 0 |
| Huatai Securities Co., Ltd. | State-owned legal person | 0.33% | 5,877,654 | 3,047,144 | 0 | 5,877,654 | N/A | 0 |
| Strategic investors or general legal persons who become the top 10 ordinary shareholders due to rights issue (if any)<br><br> | N/A | |||||||
| Related or acting-in-concert parties among the shareholders above<br><br> | Chen Fashu is the de facto controller of New Huadu Industrial Group Co., Ltd. It is unclear whether there are any related relationships among other shareholders or whether there is any concerted action as defined by the Administration of the Takeover of Listed Companies Procedures. | |||||||
| Above shareholders involved in entrusting/being entrusted with voting rights and giving up voting rights<br><br> | N/A | |||||||
| Special account for share repurchases | N/A |
| (if any) among the top 10 shareholders<br><br> | ||||
|---|---|---|---|---|
| Shareholdings of the top 10 ordinary shareholders not subject to trading moratorium (excluding lending of shares through securities finance, and locked-up shares held by senior management)<br><br> | ||||
| Name of shareholder | Number of ordinary shares not subject to trading moratorium held at the end of the reporting period<br><br> | Type of shares | ||
| Type | Quantity | |||
| State-owned Equity Management Company | 467,431,774 | RMB-denominated ordinary share | 467,431,774 | |
| New Huadu Industrial Group Co., Ltd. | 379,742,244 | RMB-denominated ordinary share | 379,742,244 | |
| Yunnan Hehe (Group) Co., Ltd. | 146,185,851 | RMB-denominated ordinary share | 146,185,851 | |
| China Life Insurance Company Limited – Traditional – Ordinary Insurance Products – 005L-CT001 Shanghai | 73,948,314 | RMB-denominated ordinary share | 73,948,314 | |
| New Huadu Group – Guosen Securities – 25 New Huadu EB01 Guaranteed and Trust Property Special Account | 56,000,000 | RMB-denominated ordinary share | 56,000,000 | |
| Hong Kong Securities Clearing Company Limited | 37,164,164 | RMB-denominated ordinary share | 37,164,164 | |
| China Construction Bank Corporation-E Fund CSI 300 Medical and Healthcare Trading Open-End Index Securities Investment Fund | 14,498,382 | RMB-denominated ordinary share | 14,498,382 | |
| Chen Fashu | 12,527,495 | RMB-denominated ordinary share | 12,527,495 | |
| Taiping (Shenzhen) Private Equity Securities Investment Fund Management Co., Ltd. Taiping Zhuoyuan No. 1 Private Securities Investment Fund | 9,079,675 | RMB-denominated ordinary share | 9,079,675 | |
| Huatai Securities Co., Ltd. | 5,877,654 | RMB-denominated ordinary share | 5,877,654 | |
| Related or acting-in-concert parties among the top 10 ordinary shareholders not subject to trading moratorium, and the top 10 ordinary shareholders not subject to trading moratorium and the top 10 ordinary shareholders<br><br> | Chen Fashu is the de facto controller of New Huadu Industrial Group Co., Ltd. It is unclear whether there are any related relationships among other shareholders or whether there is any concerted action as defined by the Administration of the Takeover of Listed Companies Procedures. | |||
| Top 10 ordinary shareholders involved in securities margin trading (if any)<br><br> | N/A |
Note: New Huadu Industrial Group Co., Ltd (hereinafter referred to as “New Huadu”) completed the issuance of exchangeable bonds of RMB 2 billion on October 22, 2025. On September 29, 2025, New Huadu transferred 56,000,000 unrestricted tradable shares of Yunnan Baiyao it held to the “New Huadu Group – Guosen Securities – 25 New Huadu EB01 Guaranteed and Trust Property Special Account” opened at the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited. Guosen Securities Co., Ltd, the trustee for this bond issue, will act as the nominee holder, and the shares will be used to provide collateral for the exchange of shares by holders of this exchangeable corporate bond and for the repayment of principal and interest on this bond issue. The shares subject to this security and trust registration (including dividends accrued during the trust registration period) will be held in the name of Guosen Securities, the bond trustee, and registered in the Company’s securities holder registry under the name “New Huadu Group – Guosen Securities – 25 New Huadu EB01 Guaranteed and Trust Property Special Account.” When exercising voting rights attached to shares subject to security and trust registration, Guosen Securities will seek New Huadu’s opinion in advance and act in accordance with New Huadu’s opinion, provided that such actions shall not harm the interests of the holders of this series of bonds.
Shareholders holding more than 5% of shares, top 10 shareholders and top 10 shareholders not subject to trading moratorium participating in the lending of shares in the securities finance
- □ Applicable Not applicable Changes in top 10 shareholders and top 10 shareholders with shares not subject to trading moratorium compared to the previous period
- due to lending/returning of shares in the securities finance
- □ Applicable Not applicable
Whether the top 10 ordinary shareholders and the top 10 ordinary shareholders not subject to trading moratorium of the Company conducted any agreed repurchase transactions during the reporting period
- □ Yes No
The top 10 ordinary shareholders and the top 10 ordinary shareholders not subject to trading moratorium of the Company did not conduct any agreed repurchase transactions during the reporting period.
IV. Changes in Shareholdings of Directors and Senior Management
□ Applicable Not applicable There was no change in the shareholdings of the directors and senior management of the Company during the reporting period. For details, please refer to the 2025 Annual Report.
V. Changes in Controlling Shareholders or De Facto Controllers
If the Company has previously disclosed that its actual controller is planning a change in control but the change has not yet been completed, please describe the progress of the change in control.
- □ Applicable Not applicable Changes in controlling shareholders during the reporting period
- □ Applicable Not applicable There was no change in the controlling shareholders of the Company during the reporting period. Change of de facto controllers during the reporting period
- □ Applicable Not applicable There was no change in the de facto controllers of the Company during the reporting period. VI. Preference Shares
- □ Applicable Not applicable There were no preference shares in the Company during the reporting period.
- Section VII Bonds
- □ Applicable Not applicable
Section VIII Financial Statements
- I. Auditors’ Report Whether the Interim Report has been audited
□Yes No The Company’s interim financial statements were unaudited.
- II. Financial Statements The units in the Notes to the Financial Statements are presented in RMB.
1. Consolidated balance sheet
Prepared by: Yunnan Baiyao Group Co., Ltd.
June 30, 2026
Unit: RMB
| Item | Closing balance | Opening balance |
|---|---|---|
| Current assets: | ||
| Cash and bank balance | 9,569,904,053.50 | 9,107,829,167.98 |
| Provision of settlement fund | ||
| Placements with banks and other financial institutions<br><br> | ||
| Financial assets held for trading | 4,751,169,278.18 | 4,192,113,408.43 |
| Derivative financial assets | ||
| Notes receivable | 626,199,670.96 | 585,366,210.93 |
| Accounts receivable | 10,182,602,486.28 | 10,160,059,223.29 |
| Accounts receivable financing | 838,621,388.17 | 1,681,985,583.93 |
| Prepayment | 337,934,281.51 | 434,442,949.73 |
| Premium receivable | ||
| Reinsurance premium receivable | ||
| Reserves for reinsurance contract receivable<br><br> | ||
| Other receivables | 632,395,561.18 | 406,517,244.11 |
| Including: Interest receivable | ||
| Dividends receivable | 232,969,378.60 | 79,875,215.52 |
| Financial assets held under resale agreements<br><br> | ||
| Inventory | 6,147,877,228.16 | 6,231,383,826.69 |
| Including: Data resources | ||
| Contractual assets | ||
| Held-for-sales assets |
| Non-current assets due within one year | ||
|---|---|---|
| Other current assets | 1,181,461,092.17 | 1,234,895,158.04 |
| Total current assets | 34,268,165,040.11 | 34,034,592,773.13 |
| Non-current assets: | ||
| Loans and advances to customers | ||
| Debt investments | ||
| Other debt investment | ||
| Long-term receivables | ||
| Long-term equity investments | 13,648,237,691.06 | 13,227,578,051.91 |
| Investment in other equity instruments | 71,745,000.00 | 71,745,000.00 |
| Other non-current financial assets | 312,435,493.34 | 210,855,260.47 |
| Investment properties | 46,995,322.73 | 50,366,578.65 |
| Fixed assets | 3,212,622,675.46 | 3,274,340,152.34 |
| Construction in progress | 932,187,206.75 | 807,592,848.36 |
| Productive biological assets | 558,674.79 | 644,624.85 |
| Oil and gas assets | ||
| Right-of-use assets | 231,636,423.58 | 248,003,380.85 |
| Intangible assets | 683,001,612.22 | 699,193,405.35 |
| Including: Data resources | 1,190,987.32 | |
| Development expenses | 125,163,486.09 | 98,211,219.56 |
| Including: Data resources | ||
| Goodwill | 300,805,632.99 | 300,805,632.99 |
| Long-term deferred expenses | 119,477,510.15 | 108,871,585.00 |
| Deferred income tax assets | 1,021,868,341.03 | 974,220,393.56 |
| Other non-current assets | 170,369,539.17 | 161,560,224.80 |
| Total non-current assets | 20,877,104,609.36 | 20,233,988,358.69 |
| Total assets | 55,145,269,649.47 | 54,268,581,131.82 |
| Current liabilities: | ||
| Short-term loans | 25,113,604.10 | 182,775,753.21 |
| Borrowings from the central bank | ||
| Placements from banks and other financial institutions<br><br> | ||
| Financial liabilities held for trading | ||
| Derivative financial liabilities | ||
| Notes payable | 1,668,214,258.64 | 1,846,714,475.61 |
| Accounts payable | 5,719,113,254.81 | 5,523,021,856.86 |
| Receipts in advance | 518,138.91 | 190,841.21 |
| Contractual liabilities | 1,578,687,785.93 | 1,505,826,938.18 |
| Financial assets sold under repurchase agreements<br><br> |
| Deposits from customers and interbank<br><br> | ||
|---|---|---|
| Customer brokerage deposits | ||
| Acting underwriting of securities | ||
| Payroll payable | 1,234,856,594.21 | 1,482,601,305.72 |
| Taxes and duties payable | 578,166,281.56 | 278,051,492.11 |
| Other payables | 1,378,906,340.85 | 1,461,459,334.99 |
| Including: Interest payable | ||
| Dividends payable | 1,317,388.73 | 1,317,388.73 |
| Fees and commissions payable | ||
| Reinsurance amounts payable | ||
| Held-for-sales liabilities | ||
| Non-current liabilities due within one year<br><br> | 164,848,943.89 | 76,443,711.53 |
| Other current liabilities | 637,544,159.21 | 533,163,346.13 |
| Total current liabilities | 12,985,969,362.11 | 12,890,249,055.55 |
| Non-current liabilities: | ||
| Reserves for insurance contract | ||
| Long-term loans | 2,100,000.00 | 86,569,400.83 |
| Bonds payable | ||
| Including: Preferred shares | ||
| Perpetual bonds | ||
| Lease liabilities | 133,099,612.83 | 141,830,379.18 |
| Long-term payables | 535,500,453.36 | 556,079,941.48 |
| Long-term payroll payable | 1,598,405.18 | 1,718,946.33 |
| Estimated liabilities | 32,255,978.72 | 22,513,696.41 |
| Deferred income | 240,714,191.91 | 271,769,812.59 |
| Deferred income tax liabilities | 164,130,283.73 | 148,417,516.74 |
| Other non-current liabilities | 1,931,554.36 | 1,931,554.36 |
| Total non-current liabilities | 1,111,330,480.09 | 1,230,831,247.92 |
| Total liabilities | 14,097,299,842.20 | 14,121,080,303.47 |
| Owners’ equity | ||
| Share capital | 1,784,262,603.00 | 1,784,262,603.00 |
| Other equity instruments | ||
| Including: Preferred shares | ||
| Perpetual bonds | ||
| Capital reserves | 17,697,085,699.03 | 17,632,117,190.85 |
| Less: Treasury stock | ||
| Other comprehensive income | -117,648,883.03 | -105,091,380.51 |
| Special reserves |
| Surplus reserves | 2,530,458,968.58 | 2,530,458,968.58 |
|---|---|---|
| Provision for general risk | ||
| Undistributed profit | 19,078,994,395.52 | 18,202,311,462.52 |
| Total owners’ equity attributable to parent company<br><br> | 40,973,152,783.10 | 40,044,058,844.44 |
| Minority interests | 74,817,024.17 | 103,441,983.91 |
| Total owners’ equity | 41,047,969,807.27 | 40,147,500,828.35 |
| Total liabilities and owners’ equity | 55,145,269,649.47 | 54,268,581,131.82 |
Legal representative: Zhang Wenxue Accounting officer: Ma Jia Head of accounting center: Xu Jing
2. Balance sheet of parent company
Unit: RMB
| Item | Closing balance | Opening balance |
|---|---|---|
| Current assets: | ||
| Cash and bank balance | 7,016,821,187.34 | 7,898,899,516.62 |
| Financial assets held for trading | 4,746,569,278.18 | 4,187,513,408.43 |
| Derivative financial assets | ||
| Notes receivable | 438,581,176.21 | 407,360,145.42 |
| Accounts receivable | 2,260,119,873.38 | 1,959,868,853.22 |
| Accounts receivable financing | 273,840,198.29 | 437,824,968.41 |
| Prepayment | 1,352,120,894.74 | 1,321,672,589.52 |
| Other receivables | 7,115,340,906.37 | 6,632,088,211.74 |
| Including: Interest receivable | ||
| Dividends receivable | 232,969,378.60 | 79,875,215.52 |
| Inventory | 681,317,124.94 | 915,778,341.49 |
| Including: Data resources | ||
| Contractual assets | ||
| Held-for-sales assets | ||
| Non-current assets due within one year | ||
| Other current assets | 502,776,236.34 | 526,360,546.17 |
| Total current assets | 24,387,486,875.79 | 24,287,366,581.02 |
| Non-current assets: | ||
| Debt investments | ||
| Other debt investments | ||
| Long-term receivables | ||
| Long-term equity investments | 16,027,235,530.90 | 15,606,066,432.75 |
| Investment in other equity instruments | ||
| Other non-current financial assets | 311,935,493.34 | 210,355,260.47 |
| Investment properties | 478,888,763.64 | 486,768,216.63 |
| Fixed assets | 1,490,781,721.97 | 1,542,652,814.35 |
| Construction in progress | 82,030,107.89 | 25,493,467.64 |
|---|---|---|
| Productive biological assets | ||
| Oil and gas assets | ||
| Right-of-use assets | 107,671,357.30 | 110,808,820.06 |
| Intangible assets | 244,245,418.19 | 249,740,403.29 |
| Including: Data resources | ||
| Development expenses | 131,620,766.76 | 116,497,399.09 |
| Including: Data resources | ||
| Goodwill | ||
| Long-term deferred expenses | 21,165,234.90 | 27,248,415.57 |
| Deferred income tax assets | 379,709,056.12 | 378,492,475.32 |
| Other non-current assets | 420,758,573.62 | 407,180,610.18 |
| Total non-current assets | 19,696,042,024.63 | 19,161,304,315.35 |
| Total assets | 44,083,528,900.42 | 43,448,670,896.37 |
| Current liabilities: | ||
| Short-term loans | 150,010,000.00 | |
| Financial liabilities held for trading | ||
| Derivative financial liabilities | ||
| Notes payable | ||
| Accounts payable | 4,846,805,034.59 | 4,801,338,529.81 |
| Receipts in advance | 178,100.28 | 83,822.40 |
| Contractual liabilities | 1,083,725,891.30 | 1,034,888,677.35 |
| Payroll payable | 937,764,791.63 | 1,098,078,735.81 |
| Taxes and duties payable | 275,927,645.34 | 46,701,616.03 |
| Other payables | 11,278,433,776.07 | 10,214,340,163.01 |
| Including: Interest payable | ||
| Dividends payable | ||
| Held-for-sales liabilities | ||
| Non-current liabilities due within one year<br><br> | 4,214,461.95 | 4,725,069.53 |
| Other current liabilities | 33,609,569.89 | 25,640,252.72 |
| Total current liabilities | 18,460,659,271.05 | 17,375,806,866.66 |
| Non-current liabilities: | ||
| Long-term loans | 1,100,000.00 | 1,100,000.00 |
| Bonds payable | ||
| Including: Preferred shares | ||
| Perpetual bonds | ||
| Lease liabilities | 105,369,320.17 | 107,226,300.59 |
| Long-term payables | 534,659,360.59 | 554,689,731.33 |
| Long-term payroll payable |
| Estimated liabilities | ||
|---|---|---|
| Deferred income | 133,505,061.08 | 166,140,712.09 |
| Deferred income tax liabilities | 53,035,337.98 | 37,035,887.84 |
| Other non-current liabilities | 1,931,554.36 | 1,931,554.36 |
| Total non-current liabilities | 829,600,634.18 | 868,124,186.21 |
| Total liabilities | 19,290,259,905.23 | 18,243,931,052.87 |
| Owners’ equity: | ||
| Share capital | 1,784,262,603.00 | 1,784,262,603.00 |
| Other equity instruments | ||
| Including: Preferred shares | ||
| Perpetual bonds | ||
| Capital reserves | 17,848,330,505.77 | 17,797,498,647.03 |
| Less: Treasury stock | ||
| Other comprehensive income | -67,191,607.05 | -61,252,370.53 |
| Special reserves | ||
| Surplus reserves | 2,529,297,618.08 | 2,529,297,618.08 |
| Undisturbed profits | 2,698,569,875.39 | 3,154,933,345.92 |
| Total owners’ equity | 24,793,268,995.19 | 25,204,739,843.50 |
| Total liabilities and owners’ equity | 44,083,528,900.42 | 43,448,670,896.37 |
3. Consolidated income statement
Unit: RMB
| Item | H1 2026 | H1 2025 |
|---|---|---|
| I. Total operating revenue | 21,884,075,971.15 | 21,257,102,896.02 |
| Including: Operating revenue | 21,884,075,971.15 | 21,257,102,896.02 |
| Interest income | ||
| Premiums earned | ||
| Fee and commission income | ||
| II. Total operating cost | 18,422,708,603.11 | 17,836,286,155.07 |
| Including: Operating cost | 15,305,914,691.16 | 14,697,868,069.29 |
| Interest expenses | ||
| Fee and commission expenses | ||
| Surrender value | ||
| Net payments for insurance claims | ||
| Net provision for insurance liability | ||
| Bond insurance expenses | ||
| Reinsurance expenses | ||
| Taxes and surcharges | 131,037,059.41 | 125,773,653.15 |
| Selling expenses | 2,450,428,700.94 | 2,516,371,857.04 |
| Administrative expenses | 327,578,033.29 | 363,479,043.45 |
|---|---|---|
| R&D expenses | 189,575,115.25 | 155,900,139.57 |
| Financial expenses | 18,175,003.06 | -23,106,607.43 |
| Including: Interest expenses | 10,236,543.28 | 10,821,177.16 |
| Interest income | 19,118,451.87 | 49,581,264.78 |
| Plus: other income | 63,467,539.93 | 27,406,398.49 |
| Investment income (loss is indicated with “-”) | 601,930,486.00 | 839,628,716.65 |
| Including: Income from investment in associates and joint ventures<br><br> | 615,750,695.41 | 783,530,345.39 |
| Investment income from derecognition of financial assets at amortized cost<br><br> | ||
| Exchange gains (loss is indicated with “-”) | ||
| Net exposure hedging income (loss is indicated with “-”) | ||
| Income from change in fair value (loss is indicated with “-”) | 129,325,396.89 | 70,037,496.76 |
| Credit impairment losses (loss is indicated with “-”) | 40,950,070.41 | -98,382,642.61 |
| Asset impairment losses (loss is indicated with “-”) | -24,068,120.33 | -41,743,184.35 |
| Gains from asset disposal (loss is indicated with “-”) | 1,111,348.76 | 2,552,729.83 |
| III. Operating profit (loss is indicated with “-”) | 4,274,084,089.70 | 4,220,316,255.72 |
| Plus: Non-operating revenue | 13,148,676.97 | 17,525,440.99 |
| Less: Non-operating expenses | 4,675,701.85 | 5,969,854.92 |
| IV. Total profit (total loss is indicated with “-”) | 4,282,557,064.82 | 4,231,871,841.79 |
| Less: Income tax expenses | 585,309,080.65 | 587,271,873.85 |
| V. Net profit (net loss is indicated with “-”) | 3,697,247,984.17 | 3,644,599,967.94 |
| (I) Classification by operation continuity | ||
| 1. Net profit from continuing operations (net loss is indicated with “-”)<br><br> | 3,697,247,984.17 | 3,644,599,967.94 |
| 2. Net profit from discontinued operations (net loss is indicated with “-”)<br><br> | ||
| (II) Classification by ownership | ||
| 1. Net profits attributable to the shareholders of the parent company (net loss to be listed with “-”)<br><br> | 3,701,170,618.67 | 3,632,911,303.12 |
| 2. Minority interests (net loss to be listed with “-”) | -3,922,634.50 | 11,688,664.82 |
| VI. Other comprehensive income, net of tax | -15,517,150.66 | 4,613,102.15 |
| Other comprehensive income attributable to owners of parent company, net of tax<br><br> | -12,557,502.52 | 3,258,451.54 |
| (I) Other comprehensive income that cannot be reclassified into profits or losses<br><br> | -2,105,340.95 | -1,680,417.88 |
| 1. Changes arising from re-measurement of the defined benefit plan<br><br> | ||
| 2. Other comprehensive income that cannot be reclassified into profits or losses under the equity method<br><br> | -2,105,340.95 | -1,680,417.88 |
| 3. Changes in fair value of other equity instrument investments | ||
| 4. Changes in fair value of the enterprise’s credit risk | ||
| 5. Others |
| (II) Other comprehensive income that will be reclassified into profits or losses<br><br> | -10,452,161.57 | 4,938,869.42 |
|---|---|---|
| 1. Other comprehensive income that can be reclassified into profits or losses under the equity method<br><br> | -3,833,895.57 | 2,427,464.76 |
| 2. Changes in fair value of other debt investments | ||
| 3. Amount of the financial asset reclassified into other comprehensive income<br><br> | ||
| 4. Provision for credit impairment of other debt investments | ||
| 5. Cash flow hedging reserves | ||
| 6. Exchange differences from translation of statements denominated in foreign currencies<br><br> | -6,618,266.00 | 2,511,404.66 |
| 7. Others | ||
| Other comprehensive income attributable to minority interests, net of tax<br><br> | -2,959,648.14 | 1,354,650.61 |
| VII. Total comprehensive income | 3,681,730,833.51 | 3,649,213,070.09 |
| Total comprehensive income attributable to owners of parent company<br><br> | 3,688,613,116.15 | 3,636,169,754.66 |
| Total comprehensive income attributable to minority interests | -6,882,282.64 | 13,043,315.43 |
| VIII. Earnings per share | ||
| (I) Basic earnings per share | 2.07 | 2.04 |
| (II) Diluted earnings per share | 2.07 | 2.04 |
Net profit realized by the combined party in business combination under common control before the business combination in the current period was RMB 0, and net profit realized by the combined party in the previous period was RMB 0. Legal representative: Zhang Wenxue Accounting officer: Ma Jia Head of accounting center: Xu Jing
4. Income statement of parent company
Unit: RMB
| Item | H1 2026 | H1 2025 |
|---|---|---|
| I. Operating revenue | 5,500,491,883.80 | 5,535,899,310.73 |
| Less: Operating cost | 2,021,009,289.30 | 1,893,024,450.97 |
| Taxes and surcharges | 65,263,114.42 | 68,991,175.77 |
| Selling expenses | 1,217,872,078.01 | 1,344,109,035.90 |
| Administrative expenses | 144,060,121.27 | 164,503,932.65 |
| R&D expenses | 122,009,259.76 | 100,674,255.21 |
| Financial expenses | 5,259,199.20 | -36,991,769.80 |
| Including: Interest expenses | 46,000.00 | 80,000.00 |
| Interest income | 17,051,609.87 | 42,203,815.87 |
| Plus: Other income | 36,643,814.80 | 13,586,306.55 |
| Investment income (loss is indicated with “-”) | 611,454,729.08 | 813,972,731.59 |
| Including: Income from investment in associates and joint ventures<br><br> | 609,245,854.53 | 772,957,330.00 |
| Derecognized financial assets measured by amortized cost (loss is indicated with “-”)<br><br> | ||
| Net exposure hedging income (loss is indicated with |
| “-”) | ||
|---|---|---|
| Income from changes in fair value (loss is indicated with “-”)<br><br> | 129,325,396.89 | 53,978,663.05 |
| Credit impairment losses (loss is indicated with “-”) | 854,572.75 | -627,361.48 |
| Asset impairment losses (loss is indicated with “-”) | -9,457,760.13 | -26,399,519.27 |
| Gains from asset disposal (loss is indicated with “-”) | 47,871.63 | |
| II. Operating profit (loss is indicated with “-”) | 2,693,887,446.86 | 2,856,099,050.47 |
| Plus: Non-operating revenue | 1,614,027.89 | 11,400,991.25 |
| Less: Non-operating expenses | 512,696.04 | 3,216,437.18 |
| III. Total profit (total loss is indicated with “-”) | 2,694,988,778.71 | 2,864,283,604.54 |
| Less: Income tax expenses | 326,864,563.57 | 339,419,273.87 |
| IV. Net profit (net loss is indicated with “-”) | 2,368,124,215.14 | 2,524,864,330.67 |
| (I) Net profit from continuing operations (net loss is indicated with “-”)<br><br> | 2,368,124,215.14 | 2,524,864,330.67 |
| (II) Net profit from discontinued operations (net loss is indicated with “-”)<br><br> | ||
| V. Other comprehensive income, net of tax | -5,939,236.52 | 747,046.88 |
| (I) Other comprehensive income that cannot be reclassified into profits or losses<br><br> | -2,105,340.95 | -1,680,417.88 |
| 1. Changes arising from re-measurement of the defined benefit plan<br><br> | ||
| 2. Other comprehensive income that cannot be reclassified into profits or losses under the equity method<br><br> | -2,105,340.95 | -1,680,417.88 |
| 3. Changes in fair value of other equity instrument investments<br><br> | ||
| 4. Changes in fair value of the enterprise’s credit risk | ||
| 5. Others | ||
| (II) Other comprehensive income that will be reclassified into profits or losses<br><br> | -3,833,895.57 | 2,427,464.76 |
| 1. Other comprehensive income that can be reclassified into profits or losses under the equity method<br><br> | -3,833,895.57 | 2,427,464.76 |
| 2. Changes in fair value of other debt investments | ||
| 3. Amount of the financial asset reclassified into other comprehensive income<br><br> | ||
| 4. Provision for credit impairment of other debt investments<br><br> | ||
| 5. Cash flow hedging reserves | ||
| 6. Exchange differences from translation of statements denominated in foreign currencies<br><br> | ||
| 7. Others | ||
| VI. Total comprehensive income | 2,362,184,978.62 | 2,525,611,377.55 |
| VII. Earnings per share | ||
| (I) Basic earnings per share | ||
| (II) Diluted earnings per share |
5. Consolidated cash flow statement
Unit: RMB
| Item | H1 2026 | H1 2025 |
|---|---|---|
| I. Cash flows from operating activities: | ||
| Cash received from sales of goods or rendering of services | 25,032,335,561.86 | 23,618,604,701.00 |
| Net increase in customer deposits and placements from financial institutions<br><br> | ||
| Net increase in borrowings from central bank | ||
| Net increase in placements from other financial institutions | ||
| Cash received from premiums of original insurance contracts | ||
| Net cash received from reinsurance business | ||
| Net increase in deposits of the insured and investment | ||
| Cash received from interest, fees and commissions | ||
| Net increase in placements from banks and other financial institutions<br><br> | ||
| Net increase in repurchase business funds | ||
| Net cash received from acting trading of securities | ||
| Receipts from tax refunds | -1,125,399.10 | 3,375,249.41 |
| Other cash receipts related to operating activities | 257,522,866.05 | 380,592,063.79 |
| Subtotal of cash inflows from operating activities | 25,288,733,028.81 | 24,002,572,014.20 |
| Cash paid for goods purchased and services received | 16,381,571,633.98 | 15,188,614,073.94 |
| Net increase in loans and advances to customers | ||
| Net increase in deposits with central bank and other financial institutions<br><br> | ||
| Cash paid for claim settlements on original insurance contract | ||
| Net increase in placements to banks and other financial institutions<br><br> | ||
| Cash paid for interest, fees and commissions | ||
| Cash paid for policy dividends | ||
| Cash paid to and on behalf of employees | 1,578,175,029.66 | 1,531,166,171.38 |
| Payments of all types of taxes | 1,229,014,992.42 | 1,479,024,101.67 |
| Other cash paid relating to operating activities | 1,993,932,004.42 | 1,842,580,464.44 |
| Subtotal of cash outflows from operating activities | 21,182,693,660.48 | 20,041,384,811.43 |
| Net cash flows from operating activities | 4,106,039,368.33 | 3,961,187,202.77 |
| II. Cash flows from investment activities: | ||
| Cash received from disposal of investments | 3,850,000,000.00 | 2,345,628,996.48 |
| Cash received from returns on investments | 119,011,633.21 | 38,011,539.40 |
| Net cash received from disposal of fixed assets, intangible assets and other long-term assets<br><br> | 479,654.90 | 982,974.51 |
| Net cash received from disposal of subsidiaries and other business units<br><br> | 6,098,162.67 | 1,680,000.00 |
| Other cash received relating to investment activities | 665,731,155.60 | 145,116,700.00 |
| Subtotal of cash inflows from investment activities | 4,641,320,606.38 | 2,531,420,210.39 |
|---|---|---|
| Cash paid for acquisition of fixed assets, intangible assets and other long-term assets<br><br> | 222,045,750.52 | 204,046,627.53 |
| Cash paid for acquisition of investments | 4,400,000,000.00 | 2,800,040,000.00 |
| Net increase in pledged loans | ||
| Net cash paid for acquisition of subsidiaries and other business units<br><br> | ||
| Other cash paid relating to investment activities | 603,960,400.00 | 482,620,900.00 |
| Subtotal of cash outflows from investment activities | 5,226,006,150.52 | 3,486,707,527.53 |
| Net cash flows from investment activities | -584,685,544.14 | -955,287,317.14 |
| III. Cash flows from financing activities: | ||
| Cash received from absorption of investments | 84,483,323.35 | |
| Including: Cash received from subsidiaries’ absorbing minority shareholder investment<br><br> | 84,483,323.35 | |
| Cash received from borrowings | 10,169,668.64 | |
| Other cash received relating to financing activities | 23,985,516.95 | 39,062,080.04 |
| Subtotal of cash inflows from financing activities | 23,985,516.95 | 133,715,072.03 |
| Cash payments for settlement of debts | 170,424,516.74 | 421,749,695.51 |
| Cash payments for distribution of dividends and profits or repayment of interest<br><br> | 2,831,274,723.16 | 2,203,314,851.78 |
| Including: Dividends and profits paid to minority shareholders by subsidiaries<br><br> | ||
| Other cash payments relating to financing activities | 64,503,613.65 | 92,492,403.17 |
| Subtotal of cash outflows from financing activities | 3,066,202,853.55 | 2,717,556,950.46 |
| Net cash flow from financing activities | -3,042,217,336.60 | -2,583,841,878.43 |
| IV. Effect of foreign exchange rate changes on cash and cash equivalents<br><br> | -10,320,105.79 | -5,088,619.22 |
| V. Net increase in cash and cash equivalents | 468,816,381.80 | 416,969,387.98 |
| Plus: Opening balance of cash and cash equivalents | 8,532,232,687.39 | 10,275,529,575.34 |
| VI. Closing balance of cash and cash equivalents | 9,001,049,069.19 | 10,692,498,963.32 |
6. Cash flow statement of parent company
Unit: RMB
| Item | H1 2026 | H1 2025 |
|---|---|---|
| I. Cash flows from operating activities: | ||
| Cash received from sales of goods or rendering of services | 5,728,165,859.37 | 5,478,720,727.93 |
| Receipts from tax refunds | ||
| Other cash receipts related to operating activities | 13,990,837,496.52 | 3,202,527,946.76 |
| Subtotal of cash inflows from operating activities | 19,719,003,355.89 | 8,681,248,674.69 |
| Cash paid for goods purchased and services received | 1,565,240,428.68 | 955,466,642.34 |
| Cash paid to and on behalf of employees | 738,016,632.04 | 715,770,512.83 |
| Payments of all types of taxes | 491,993,968.08 | 741,623,236.23 |
|---|---|---|
| Other cash paid relating to operating activities | 14,157,928,986.56 | 2,981,032,782.60 |
| Subtotal of cash outflows from operating activities | 16,953,180,015.36 | 5,393,893,174.00 |
| Net cash flows from operating activities | 2,765,823,340.53 | 3,287,355,500.69 |
| II. Cash flows from investment activities: | ||
| Cash received from disposal of investments | 3,850,000,000.00 | 2,100,000,000.00 |
| Cash received from returns on investments | 117,715,899.41 | 27,547,530.21 |
| Net cash received from disposal of fixed assets, intangible assets and other long-term assets<br><br> | 380,780.90 | |
| Net cash received from disposal of subsidiaries and other business units<br><br> | ||
| Other cash received relating to investment activities | 500,000,000.00 | 108,199,500.00 |
| Subtotal of cash inflows from investment activities | 4,468,096,680.31 | 2,235,747,030.21 |
| Cash paid for acquisition of fixed assets, intangible assets and other long-term assets<br><br> | 149,289,590.14 | 63,316,121.69 |
| Cash paid for acquisition of investments | 4,400,000,000.00 | 2,800,000,000.00 |
| Net cash paid for acquisition of subsidiaries and other business units<br><br> | ||
| Other cash paid relating to investment activities | 568,674,000.00 | 272,043,000.00 |
| Subtotal of cash outflows from investment activities | 5,117,963,590.14 | 3,135,359,121.69 |
| Net cash flows from investment activities | -649,866,909.83 | -899,612,091.48 |
| III. Cash flows from financing activities: | ||
| Cash received from absorption of investments | ||
| Cash received from borrowings | ||
| Other cash received relating to financing activities | 23,985,516.95 | 39,062,080.04 |
| Subtotal of cash inflows from financing activities | 23,985,516.95 | 39,062,080.04 |
| Cash payments for settlement of debts | 150,000,000.00 | 400,000,000.00 |
| Cash payments for distribution of dividends and profits or repayment of interest<br><br> | 2,824,543,687.24 | 2,194,360,177.18 |
| Other cash payments relating to financing activities | 23,955,527.49 | 56,402,942.56 |
| Subtotal of cash outflows from financing activities | 2,998,499,214.73 | 2,650,763,119.74 |
| Net cash flow from financing activities | -2,974,513,697.78 | -2,611,701,039.70 |
| IV. Effect of foreign exchange rate changes on cash and cash equivalents<br><br> | -3,229,820.84 | -426,505.07 |
| V. Net increase in cash and cash equivalents | -861,787,087.92 | -224,384,135.56 |
| Plus: Opening balance of cash and cash equivalents | 7,345,468,896.19 | 7,795,079,954.83 |
| VI. Closing balance of cash and cash equivalents | 6,483,681,808.27 | 7,570,695,819.27 |
7. Consolidated statement of changes in owners’ equity
Amount for the current period
Unit: RMB
| Item | H1 2026 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Owner’s equity attributable to parent company | Minority interests | Total owners’ equity | |||||||||||||
| Share capital | Other equity instruments | Capital reserves<br><br> | Less: Treasury stock<br><br> | Other comprehensive income<br><br> | Special reserves<br><br> | Surplus reserves | Provision for general risk<br><br> | Undisturbed profits | Others | Subtotal | |||||
| Preferred shares<br><br> | Perpetual bonds<br><br> | Others | |||||||||||||
| I. Closing balance of the previous year<br><br> | 1,784,262,603.00 | 17,632,117,190.85 | -105,091,380.51 | 2,530,458,968.58 | 18,202,311,462.52 | 40,044,058,844.44 | 103,441,983.91 | 40,147,500,828.35 | |||||||
| Plus: Changes in accounting policies<br><br> | |||||||||||||||
| Correction of errors in the prior period<br><br> | |||||||||||||||
| Others | |||||||||||||||
| II. Opening balance of the current period<br><br> | 1,784,262,603.00 | 17,632,117,190.85 | -105,091,380.51 | 2,530,458,968.58 | 18,202,311,462.52 | 40,044,058,844.44 | 103,441,983.91 | 40,147,500,828.35 | |||||||
| III. Increase/decrease for the period (decrease is indicated with “-”)<br><br> | 64,968,508.18 | -12,557,502.52 | 876,682,933.00 | 929,093,938.66 | -28,624,959.74 | 900,468,978.92 | |||||||||
| (I) Total comprehensive income<br><br> | -12,557,502.52 | 3,701,170,618.67 | 3,688,613,116.15 | -6,882,282.64 | 3,681,730,833.51 | ||||||||||
| (II) Contribution and withdrawal of capital by owners<br><br> | 14,136,649.44 | 14,136,649.44 | -21,742,677.10 | -7,606,027.66 | |||||||||||
| 1. Ordinary shares invested by owners<br><br> | |||||||||||||||
| 2. Capital invested by holders of other equity instruments<br><br> | |||||||||||||||
| 3. Amount of share payment credited to owners’ equity<br><br> | |||||||||||||||
| 4. Others | 14,136,649.44 | 14,136,649.44 | -21,742,677.10 | -7,606,027.66 | |||||||||||
| (III) Profit distribution | -2,824,487,685.67 | -2,824,487,685.67 | -2,824,487,685.67 | ||||||||||||
| 1. Withdrawal of surplus reserves<br><br> |
| 2. Withdrawal of general risk provision<br><br> | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 3. Distribution to owners (or shareholders)<br><br> | -2,824,487,685.67 | -2,824,487,685.67 | -2,824,487,685.67 | ||||||||||||
| 4. Others | |||||||||||||||
| (IV) Internal carry-over of owner’s equity<br><br> | |||||||||||||||
| 1. Transfer of capital reserves to capital (or share capital)<br><br> | |||||||||||||||
| 2. Transfer of surplus reserves to capital (or share capital)<br><br> | |||||||||||||||
| 3. Covering loss with surplus reserves<br><br> | |||||||||||||||
| 4. Change of defined benefit plan carried forward to retained earnings<br><br> | |||||||||||||||
| 5. Other comprehensive income carried forward to retained earnings<br><br> | |||||||||||||||
| 6. Others | |||||||||||||||
| (V) Special reserves | |||||||||||||||
| 1. Provision for the period | |||||||||||||||
| 2. Utilization for the period<br><br> | |||||||||||||||
| (VI) Others | 50,831,858.74 | 50,831,858.74 | 50,831,858.74 | ||||||||||||
| IV. Closing balance for the period<br><br> | 1,784,262,603.00 | 17,697,085,699.03 | -117,648,883.03 | 2,530,458,968.58 | 19,078,994,395.52 | 40,973,152,783.10 | 74,817,024.17 | 41,047,969,807.27 |
Amount for the previous year
Unit: RMB
| Item | H1 2025 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Owner’s equity attributable to parent company | Minority interests<br><br> | Total owners’ equity<br><br> | |||||||||||||
| Share capital | Other equity instruments | Capital reserves | Less: Treasury stock<br><br> | Other comprehensive income<br><br> | Special reserves<br><br> | Surplus reserves<br><br> | Provision for general risk<br><br> | Undisturbed profits<br><br> | Others | Subtotal | |||||
| Preferred shares<br><br> | Perpetual bonds<br><br> | Others | |||||||||||||
| I. Closing balance of the previous year<br><br> | 1,784,262,603.00 | 17,637,148,823.48 | -101,263,356.31 | 2,530,458,968.58 | 16,981,339,385.76 | 38,831,946,424.51 | 34,138,137.76 | 38,866,084,562.27 | |||||||
| Plus: Changes in accounting policies<br><br> | |||||||||||||||
| Correction of errors in the prior period<br><br> | |||||||||||||||
| Others | |||||||||||||||
| II. Opening balance of the current period<br><br> | 1,784,262,603.00 | 17,637,148,823.48 | -101,263,356.31 | 2,530,458,968.58 | 16,981,339,385.76 | 38,831,946,424.51 | 34,138,137.76 | 38,866,084,562.27 | |||||||
| III. Increase/decrease for the period (decrease is indicated with “-”)<br><br> | 52,836,059.54 | 3,258,451.54 | 1,518,560,118.56 | 1,574,654,629.64 | 60,234,443.96 | 1,634,889,073.60 | |||||||||
| (I) Total comprehensive income<br><br> | 3,258,451.54 | 3,632,911,303.12 | 3,636,169,754.66 | 13,043,315.43 | 3,649,213,070.09 | ||||||||||
| (II) Contribution and withdrawal of capital by owners<br><br> | 37,009,868.76 | 37,009,868.76 | 47,191,128.53 | 84,200,997.29 | |||||||||||
| 1. Ordinary shares invested by owners<br><br> | 47,191,128.53 | 47,191,128.53 | |||||||||||||
| 2. Capital invested by holders of other equity instruments<br><br> | |||||||||||||||
| 3. Amount of share payment credited to owners’ equity<br><br> | |||||||||||||||
| 4. Others | 37,009,868.76 | 37,009,868.76 | 37,009,868.76 | ||||||||||||
| (III) Profit distribution<br><br> | -2,114,351,184.56 | -2,114,351,184.56 | -2,114,351,184.56 | ||||||||||||
| 1. Withdrawal of surplus reserves<br><br> | |||||||||||||||
| 2. Withdrawal of |
| general risk provision<br><br> | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 3. Distribution to owners (or shareholders)<br><br> | -2,114,351,184.56 | -2,114,351,184.56 | -2,114,351,184.56 | ||||||||||||
| 4. Others | |||||||||||||||
| (IV) Internal carry-over of owner’s equity<br><br> | |||||||||||||||
| 1. Transfer of capital reserves to capital (or share capital)<br><br> | |||||||||||||||
| 2. Transfer of surplus reserves to capital (or share capital)<br><br> | |||||||||||||||
| 3. Covering loss with surplus reserves<br><br> | |||||||||||||||
| 4. Change of defined benefit plan carried forward to retained earnings<br><br> | |||||||||||||||
| 5. Other comprehensive income carried forward to retained earnings<br><br> | |||||||||||||||
| 6. Others | |||||||||||||||
| (V) Special reserves<br><br> | |||||||||||||||
| 1. Provision for the period<br><br> | |||||||||||||||
| 2. Utilization for the period<br><br> | |||||||||||||||
| (VI) Others | 15,826,190.78 | 15,826,190.78 | 15,826,190.78 | ||||||||||||
| IV. Closing balance for the period<br><br> | 1,784,262,603.00 | 17,689,984,883.02 | -98,004,904.77 | 2,530,458,968.58 | 18,499,899,504.32 | 40,406,601,054.15 | 94,372,581.72 | 40,500,973,635.87 |
8. Statement of changes in owners’ equity of parent company
Amount for the current period
Unit: RMB
| Item | H1 2026 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital | Other equity instruments | Capital reserves | Less: Treasury stock<br><br> | Other comprehensive income<br><br> | Special reserves<br><br> | Surplus reserves | Undisturbed profits<br><br> | Others | Total owners’ equity | |||
| Preferred shares<br><br> | Perpetual bonds<br><br> | Others | ||||||||||
| I. Closing balance of the previous year<br><br> | 1,784,262,603.00 | 17,797,498,647.03 | -61,252,370.53 | 2,529,297,618.08 | 3,154,933,345.92 | 25,204,739,843.50 | ||||||
| Plus: Changes in accounting policies<br><br> | ||||||||||||
| Correction of errors in the prior period<br><br> | ||||||||||||
| Others | ||||||||||||
| II. Opening balance of the current period<br><br> | 1,784,262,603.00 | 17,797,498,647.03 | -61,252,370.53 | 2,529,297,618.08 | 3,154,933,345.92 | 25,204,739,843.50 | ||||||
| III. Increase/decrease for the period (decrease is indicated with “-”)<br><br> | 50,831,858.74 | -5,939,236.52 | -456,363,470.53 | -411,470,848.31 | ||||||||
| (I) Total comprehensive income | -5,939,236.52 | 2,368,124,215.14 | 2,362,184,978.62 | |||||||||
| (II) Contribution and withdrawal of capital by owners<br><br> | ||||||||||||
| 1. Ordinary shares invested by owners<br><br> | ||||||||||||
| 2. Capital invested by holders of other equity instruments<br><br> | ||||||||||||
| 3. Amount of share payment credited to owners’ equity<br><br> | ||||||||||||
| 4. Others | ||||||||||||
| (III) Profit distribution | -2,824,487,685.67 | -2,824,487,685.67 | ||||||||||
| 1. Withdrawal of surplus reserves | ||||||||||||
| 2. Distribution to owners (or shareholders)<br><br> | -2,824,487,685.67 | -2,824,487,685.67 | ||||||||||
| 3. Others |
| (IV) Internal carry-over of owner’s equity<br><br> | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Transfer of capital reserves to capital (or share capital)<br><br> | ||||||||||||
| 2. Transfer of surplus reserves to capital (or share capital)<br><br> | ||||||||||||
| 3. Covering loss with surplus reserves<br><br> | ||||||||||||
| 4. Change of defined benefit plan carried forward to retained earnings<br><br> | ||||||||||||
| 5. Other comprehensive income carried forward to retained earnings<br><br> | ||||||||||||
| 6. Others | ||||||||||||
| (V) Special reserves | ||||||||||||
| 1. Provision for the period | ||||||||||||
| 2. Utilization for the period | ||||||||||||
| (VI) Others | 50,831,858.74 | 50,831,858.74 | ||||||||||
| IV. Closing balance for the period | 1,784,262,603.00 | 17,848,330,505.77 | -67,191,607.05 | 2,529,297,618.08 | 2,698,569,875.39 | 24,793,268,995.19 |
Amount for the previous year
Unit: RMB
| Item | H1 2025 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital | Other equity instruments | Capital reserves | Less: Treasury stock<br><br> | Other comprehensive income<br><br> | Special reserves<br><br> | Surplus reserves | Undisturbed profits | Others | Total owners’ equity<br><br> | |||
| Preferred shares<br><br> | Perpetual bonds<br><br> | Others | ||||||||||
| I. Closing balance of the previous year<br><br> | 1,784,262,603.00 | 17,839,540,148.42 | -61,502,389.01 | 2,529,297,618.08 | 2,287,686,657.27 | 24,379,284,637.76 | ||||||
| Plus: Changes in accounting policies<br><br> | ||||||||||||
| Correction of errors in the prior period<br><br> | ||||||||||||
| Others | ||||||||||||
| II. Opening balance of the current period<br><br> | 1,784,262,603.00 | 17,839,540,148.42 | -61,502,389.01 | 2,529,297,618.08 | 2,287,686,657.27 | 24,379,284,637.76 | ||||||
| III. Increase/decrease for the period (decrease is indicated with “-”)<br><br> | 15,826,190.78 | 747,046.88 | 410,513,146.11 | 427,086,383.77 | ||||||||
| (I) Total comprehensive income<br><br> | 747,046.88 | 2,524,864,330.67 | 2,525,611,377.55 | |||||||||
| (II) Contribution and withdrawal of capital by owners<br><br> | ||||||||||||
| 1. Ordinary shares invested by owners<br><br> | ||||||||||||
| 2. Capital invested by holders of other equity instruments<br><br> | ||||||||||||
| 3. Amount of share payment credited to owners’ equity<br><br> | ||||||||||||
| 4. Others | ||||||||||||
| (III) Profit distribution | -2,114,351,184.56 | -2,114,351,184.56 | ||||||||||
| 1. Withdrawal of surplus reserves<br><br> | ||||||||||||
| 2. Distribution to owners (or shareholders)<br><br> | -2,114,351,184.56 | -2,114,351,184.56 | ||||||||||
| 3. Others |
| (IV) Internal carry-over of owner’s equity<br><br> | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Transfer of capital reserves to capital (or share capital)<br><br> | ||||||||||||
| 2. Transfer of surplus reserves to capital (or share capital)<br><br> | ||||||||||||
| 3. Covering loss with surplus reserves<br><br> | ||||||||||||
| 4. Change of defined benefit plan carried forward to retained earnings<br><br> | ||||||||||||
| 5. Other comprehensive income carried forward to retained earnings<br><br> | ||||||||||||
| 6. Others | ||||||||||||
| (V) Special reserves | ||||||||||||
| 1. Provision for the period<br><br> | ||||||||||||
| 2. Utilization for the period<br><br> | ||||||||||||
| (VI) Others | 15,826,190.78 | 15,826,190.78 | ||||||||||
| IV. Closing balance for the period<br><br> | 1,784,262,603.00 | 17,855,366,339.20 | -60,755,342.13 | 2,529,297,618.08 | 2,698,199,803.38 | 24,806,371,021.53 |
III. Basic Information of the Company
- Place of registration, form of organization and address of headquarters of the Company The registered address of Yunnan Baiyao Group Co., Ltd is No.3686 Yunnan Baiyao Street, Chenggong
District, Kunming, Yunnan Province. The Company is established as a joint-stock limited company with its head office located at No.3686 Yunnan Baiyao Street, Chenggong District, Kunming, YunnanProvince.
2. History of the Company
The Company was formerly known as Yunnan Baiyao Factory, which was established in June 1971. On May 3, 1993, Yunnan Provincial System Reform Committee approved the establishment of Yunnan Baiyao Industrial Co., Ltd in the Document Yun Ti Gai [1993] No.48. The Company’s sponsors were Yunnan Baiyao Factory, Yunnan Fudian Trust and Investment Company and Lianjiang International Trade Co., Ltd. On June 18, 1993, the Economic System Reform Commission and the Planning Commission of Yunnan Province jointly issued the Document Yun Ti Gai [1993] No.74 to approve the Company’s public offering of RMB 20 million of individual shares (in the par value of the shares). On June 24, 1993, the Administration of State-owned Assets of Yunnan Province issued the Document Yun Guo Zi Zi (1993) No.37 to confirm the appraisal results of Yunnan Baiyao Factory and decided to set up RMB 40 million of national capital stock, amounting to 40 million shares. Yunnan Baiyao Industrial Co., Ltd was approved by CSRC under the Document Zheng Jian Fa Shen Zi (1993) No.55 to issue 20 million RMB-denominated ordinary shares to the public. Yunnan Baiyao issued 20 million shares to the public in November 1993, of which 18 million shares were issued to the public individuals and 2 million shares to the Company’s internal employees.
On November 30, 1993, the Company was registered as a joint-stock limited company with the Administration for Industry and Commerce of Yunnan Province, and on December 15, 1993, the public shares issued by the Company were listed on the Shenzhen Stock Exchange, with a total share capital of 80 million shares and a stock code of “000538.”
In accordance with the resolutions passed at the third Extraordinary General Meeting of the fifth Board of Directors of the Company in 2008 on August 11, 2008, and at the first Extraordinary General Meeting of the Company in 2008 on August 27, 2008, and the approval by the CSRC on the Document (2008) No.1411 Reply on Approving the Private Issuance of Shares of Yunnan Baiyao Group Co., Ltd, the Company issued 50,000,000 new shares to Ping An Life Insurance Company Of China, Ltd in a private offering, raising funds of RMB 1,393,500,000.00 (including issuance expenses), all of which were subscribed in cash. The share capital of the Company increased from 484,051,138 shares to 534,051,138 shares after the implementation of the above private offerings.
In accordance with the 2009 Annual Equity Distribution Plan approved at the General Meeting of the Company in May 2010, 3 shares were issued to all shareholders from the capital reserve as a bonus for every 10 shares held. The Company’s share capital amounted to 534,051,138 shares prior to the distribution, and the total share capital increased to 694,266,479 shares after the distribution.
The 2013 Annual General Meeting was held on May 8, 2014, and in accordance with the resolution of the meeting and the amended articles of association, the shareholders of the Company increased the registered capital
by RMB 347,133,239.00. The newly registered capital would be increased by the distribution of 5 bonus shares for every 10 shares to all shareholders based on the Company’s existing total share capital of 694,266,479 shares. After the change, the share capital of the Company increased from 694,266,479 shares to 1,041,399,718 shares.
The Company underwent a merger and overall listing with Baiyao Holdings by issuing shares to three shareholders of Baiyao Holdings: SASAC of Yunnan Province, New Huadu and Jiangsu Yuyue. This merger and overall listing were successfully completed on June 1, 2019, with the Company as the existing entity. As a result, the Company acquired all the assets, liabilities, businesses, contracts, and other rights and obligations of Baiyao Holdings. Following the completion of the transaction, the 432,426,597 shares of the listed company previously held by Baiyao Holdings were canceled. The merger and overall listing brought in a newly registered capital of RMB 236,003,599.00, and the Company’s total share capital amounted to RMB 1,277,403,317.00 after this change. A total of 236,003,599 newly issued shares subject to trading moratorium were issued, with a listing date of July 3,
- 2019, and the shares were listed on the Shenzhen Stock Exchange. Upon completion of this transaction, SASAC of Yunnan Province and New Huadu with its acting-in-concert parties, were equally the largest shareholder of the Company, and neither of them obtained control over theCompany.
On May 22, 2020, SASAC of Yunnan Province transferred its 321,160,222 shares of the Company to Stateowned Equity Management Company at nil consideration. Upon completion of this transfer, State-owned Equity Management Company and New Huadu with its acting-in-concert parties, were equally the largest shareholder of the Company, and there was no change in the Company’s situation of not having a de facto controller or controlling shareholder.
On December 8, 2021, SASAC of Yunnan Province transferred 100% of its shares of State-owned Equity Management Company into Yunnan Investment Group. After the equity transfer, Yunnan Investment Group held 321,160,222 shares of the Company through the State-owned Equity Management Company, accounting for 25.04% of the total share capital of the Company. State-owned Equity Management Company and New Huadu with its actingin-concert parties, were equally the largest shareholder of the Company, and there was no change in the Company’s situation of not having a de facto controller or controlling shareholder.
On April 20, 2022, the Company’s 2021 Annual Equity Distribution Plan had been considered and approved at the Company’s 2021 Annual General Meeting, and the details of 2021 Annual Equity Distribution Plan were as follows: Based on the total share capital on the equity registration date when the distribution plan was implemented in the future, a cash dividend of RMB 16.00 (including tax) for every 10 shares and 4.00 bonus shares (including tax) for every 10 shares would be distributed to all shareholders, and there would be no conversion of share capital from the capital reserve. On April 21, 2020, the fourth session of the ninth Board of Directors of the Company in
- 2020 and the third session of the ninth Supervisory Committee of the Company in 2020 respectively considered and approved the Proposal on Granting Stock Options (Initially Granted Part) to Incentive Participants of the 2020 Equity Incentive Plan. As of December 31, 2022, the Company had completed distributing dividends of 513,206,278 shares and stock exercises of 941,029 shares, increasing its share capital to 1,796,862,549 shares.
On April 23, 2024, the Company disclosed the Announcement on Completion of Cancellation of the Repurchased Shares and Changes in Shares (Announcement No. 2024-21). The Company completed the cancellation of the aforesaid 12,599,946 repurchased shares at the Shenzhen Branch of China Securities Depository and Clearing
Corporation Limited on April 19, 2024. Upon completion of the cancellation of the shares repurchased, the total number of shares of the Company was 1,784,262,603.00. The shares repurchased for cancellation will not have a material impact on the Company’s financial condition and operating results.
As of June 30, 2026, the Company has a total capital of 1,784,262,603 shares, with 0 shares in treasury. The situation that the Company has no de facto controller and no controlling shareholder remain unchanged.
3. Business nature and principal businesses of the Company
The business nature and operating activities of the Company and its subsidiaries (collectively referred to as the “Group”) mainly include: R&D, manufacturing, and sales of chemical APIs, chemical preparations, Chinese patent medicines, TCM materials, biological products, medical devices, healthcare food, food, beverages, special labor protection products, non-household textile products, daily chemical products, cosmetics, outdoor products; Sales of rubber pastes, plasters, disinfectant products, electronic and digital products; Information technology, science and technology and economic and technological consulting services; Import and export of goods; Property operation and management (carrying out business activities with qualification certificates), wholesale and retail of drugs, logistics and distribution, etc (For items that require approval according to law, business activities of these projects can only be carried out after approval by relevant departments).
4. These financial statements were approved for reporting by a resolution of the Board of Directors of the Company dated August 28, 2026.
As of June 30, 2026, there were 112 subsidiaries and structured entities included in the scope of the Group’s consolidated financial statements. For details, please refer to Note X “Interest in Other Entities.” The Group had 1 new entity included and 3 entities excluded in its consolidated financial statements compared to the end of the previous year.
IV. Basis for Preparation of Financial Statements
- 1. Basis for preparation The financial statements of the Group are prepared on the basis of going concern assumptions, based on actual
transactions and events that occur and in accordance with the Accounting Standards for Business Enterprises - Basic Standards issued by the Ministry of Finance (issued by Decree No. 33 of the Ministry of Finance, revised by Decree No. 76 of the Ministry of Finance), 40 specific accounting standards, Guidelines for the Application of Accounting Standards for Business Enterprises, interpretations of Accounting Standards for Business Enterprises and other relevant provisions promulgated and revised on and after February 15, 2006 (collectively “Accounting Standards for Business Enterprises” or “ASBEs”), as well the disclosure provisions of the Rules No.15 for Governing the Disclosure of Information by Companies Issuing Public Securities - General Provisions for Financial Reporting (Revised in 2023) issued by CSRC.
In accordance with the relevant provisions of the Accounting Standards for Business Enterprises, the Group’s accounting is based on the accrual basis. Except for certain financial instruments, these financial statements are prepared at historical cost. In case of asset impairment, provision for impairment would be made according to the relevant regulations.
- 2. Going concern basis
The Company and the Group evaluated their abilities to continue as a going concern for at least 12 months from the end of the reporting period and there are no material matters affecting their abilities to continue as a going concern.
V.Significant Accounting Policies and AccountingEstimates
Notes on specific accounting policies and accounting estimates:
Based on the actual production and operation characteristics and in accordance with the provisions of relevant accounting standards for enterprises, the Group has formulated a number of specific accounting policies and accounting estimates for transactions and matters such as revenue recognition and R&D expenses. For details, see the descriptions under Section 30 “Revenue” under this Note V. For the descriptions of significant accounting judgments and estimates made by the management, please refer to Section 36 “Other Significant Accounting Policies and Accounting Estimates” under this Note V.
1. Statement of compliance with the ASBEs
The financial statements prepared by the Company are in compliance with the requirements of the Accounting Standards for Business Enterprises (ASBEs), and have reflected truly and completely such relevant information as the financial positions of the Company and the Group as of June 30, 2026 as well as the business results and cash flows of the Company and the Group for the first half of 2026. In addition, all significant aspects of the financial statements of the Company and the Group also comply with the disclosure requirements about the financial statements and their notes in the Rules No.15 for Governing the Disclosure of Information by Companies Issuing Public Securities - General Provisions for Financial Reporting as amended by the CSRC in 2023.
2. Accounting period
The Group’s accounting periods are divided into annual and interim periods. An interim period refers to a reporting period less than a full accounting year. The accounting year of the Group is the calendar year that starts from January 1 and ends on December 31.
3. Operating cycle
The normal operating cycle refers to the period from purchasing the assets for processing to realizing the cash or cash equivalents. The operating cycle of the Group consists of 12 months which is the standard of the classification for the liquidity of the assets and liabilities.
4. Reporting currency
RMB is the currency used in the major economic environment where the Company and its domestic subsidiaries operate. The reporting currency of the Company and its domestic subsidiaries is RMB. The Company’s foreign subsidiaries select HKD as their reporting currencies based on the currency of the primary economic environment in which they operate. The currency used by the Group in preparing the financial statements is RMB.
5. Determination method and selection basis of materiality standards Applicable □Not applicable
| Item | Materiality standards |
|---|---|
| Significant accounts receivable, bad debt provisions to be recovered or reversed | The single provision amount accounts for more than 10% of the total amount of bad debt provision for various types of receivables and the amount is greater than RMB 5 million |
| Actual write-off of significant receivables | The value of a single item is greater than RMB 5 million |
| Significant construction in progress | Projects with budgets exceeding RMB 50 million or deemed to be of significance |
| Significant advance receipts | The amount of a single advance receipt with an age of more than 1 year is greater than RMB 5 million |
| Significant contract liabilities | A single contractual liability with an age of more than 1 year accounts for more than 10% of the total contractual liabilities and the amount is greater than RMB 100 million |
| Significant accounts payable aged over one year or overdue | The amount of a single account payable is greater than RMB 5 million |
| Significant other payables aged over one year or overdue | The amount of a single item is greater than RMB 5 million |
| Significant dividends payable outstanding for over one year | The amount of a single item is greater than RMB 100 million |
| Receipts and payments of significant cash related to investment activities | The amount of a single item is greater than RMB 100 million |
| Significant offshore operating entity | The net assets of the economic entity exceed RMB 100 million |
| Significant structured entity | The net assets of the structured entity exceed RMB 2 million |
| Significant non-wholly-owned subsidiaries | The net assets of the subsidiary exceed RMB 100 million |
| Significant capitalized R&D projects | R&D projects whose investment for a single project accounts for more than 2% of the net assets, as well as other key R&D projects identified by the Company |
| Significant outsourced project under research | R&D projects whose investment for a single project accounts for more than 2% of the net assets, as well as other key R&D projects identified by the Company |
| Significant investment activities | A single investment activity accounts for more than 10% of the total cash inflow or outflow related to the investment activities and the amount is greater than RMB 1 billion |
| Significant joint ventures or associates | The book value of long-term equity investment in a single investee accounts for more than 5% of the Group’s net assets and the amount is greater than RMB 1 billion, or the investment profit and loss under the long-term equity investment equity method accounts for more than 10% of the Group’s consolidated net profit |
| Significant subsidiaries | The net assets of the subsidiary account for more than 10% of the Group’s net assets, or the net profits of subsidiary account for more than 10% of the Group’s consolidated profits, and the subsidiaries with significant strategic position |
6. Accounting treatment for business combination under common control and not under common control
A business combination refers to the transaction or matter in which one reporting subject formed due to the combination of two or above separate entities. A business combination can be classified as the combination under common control and not under common control.
(1) Business combination under common control
A business combination under common control is a business combination in which all of the combining entities are ultimately controlled by the same party or parties both before and after the combination, and that control is not transitory. For a business combination under common control, the party that obtains the control of the other parties on the combination date is the acquirer, and other parties involving in the business combination are the acquirees. The combination date is the date on which the acquirer effectively obtains the control of the acquirees.
Assets and liabilities that are obtained by the acquirer in a business combination shall be measured at their book value at the combination date as recorded by the acquirees. The difference between the book value of the net assets obtained and the book value of the consideration paid by the acquirer for the combination (or the aggregate par value of the issued shares) shall be adjusted to share premium under capital reserve (or capital premium). If the share premium under capital reserve (or capital premium) is not sufficient to absorb the difference, any excess shall be adjusted against retained earnings.
Expenses that are directly attributable to the business combination by the acquirer are charged to the current profits and losses in which they are incurred.
(2) Business combination not under common control
A business combination not under common control is a business combination in which all of the combining entities are not ultimately controlled by the same party or parties both before and after the combination. For a business combination not under common control, the party that obtains the control of the other parties on the acquisition date is the acquirer; other parties involving in the business combination are the acquirees. The acquisition date is the date on which the acquirer effectively obtains control of the acquirees.
For a business combination not under common control, the cost of business combination is the fair value of assets paid, liabilities incurred or undertaken, and equity securities issued by the acquirer for obtaining the control of the acquirees at the acquisition date. Expenses that are attributable to the business combination such as audit fees, legal services fees, consultancy fees and other administration expenses incurred by the Company as acquirer are expensed in the current profits and losses in which they are incurred. Transaction fees of equity securities or debt securities issued by the acquirer as consideration for a business combination are included in the initially recognized amount of equity securities or debt securities. Contingent consideration involved is recorded as the combination cost at its fair value on the acquisition date. Should any new or further evidence in relation to the circumstances existing on the acquisition date arise within 12 months after the acquisition date, making it necessary to adjust the contingent consideration, the goodwill arising from the business combination shall be adjusted accordingly. The cost of combination incurred and identifiable net assets obtained by the acquirer in a business combination are measured at fair value on the acquisition date. Where the cost of the combination exceeds the acquirer’s interest in the fair value of the acquiree’s identifiable net assets on the acquisition date, the difference is recognized as goodwill; Where the cost of combination is lower than the acquirer’s interest in the fair value of the acquiree’s identifiable net assets on the acquisition date, the difference is recognized in current profits and losses after a review of measurement for the fair value of identifiable assets, liabilities and contingent liabilities of the acquiree and the combination cost.
In relation to the deductible temporary difference acquired from the acquiree, which was not recognized as deferred tax assets due to non-fulfillment of the recognition criteria at the date of the acquisition, if new or further information that is obtained within 12 months after the acquisition date indicates that related conditions at the acquisition date already existed, and that the realization of the economic benefits brought by the deductible temporary difference of the acquiree on the acquisition date can be expected, the relevant deferred tax assets shall be recognized and goodwill shall be deducted accordingly. When the amount of goodwill is less than the deferred tax assets that shall be recognized, the difference shall be recognized in the current profits and losses. Except for the
above circumstances, deferred tax assets in relation to business combination are recognized in the current profits and losses.
For a business combination involving entities not under common control that is achieved in stages, the Company shall determine whether the business combination shall be treated as “a bundle of transactions” in accordance with the determination standards as contained in the Circular on the Publishment of Interpretation No.5 on Accounting Standards for Business Enterprises Issued by the Ministry of Finance (Finance and Taxation (2012) No. 19) and Section 51 of Accounting Standards for Business Enterprises No.33 - Consolidated Financial Statements (See Item (2) of Section 6 “Preparation of the consolidated financial statements” under this Note V). Where the business combination is treated as “a bundle of transactions,” the business combination shall be accounted for in accordance with the previous paragraphs and Section 17 “Long-term equity investments” of this Note V; where the business combination does not fall within “a bundle of transactions,” the business combination in the Company’s and the consolidated financial statements shall be accounted for as follows:
In the Company’s financial statements, the initial cost of the investment shall be the sum of the book value of equity investment held in the acquiree prior to the acquisition date and the amount of additional investment made to the acquiree at the acquisition date. Other comprehensive income relating to the equity interest held in the acquiree prior to the acquisition date shall be, upon disposal of the investment, accounted for in accordance with the same basis as that the acquiree adopts in directly disposing of relevant assets or liabilities.
In the consolidated financial statements, the equity interest held in the acquiree prior to the acquisition date is re-measured according to its fair value at the acquisition date; the difference between the fair value and the book value is recognized as investment income for the current period. Other comprehensive income relating to the equity interest held in the acquiree prior to the acquisition date shall be accounted for in accordance with the same basis as that the acquiree adopts in directly disposing of relevant assets or liabilities.
7. Judgement criteria of control and preparation of consolidated financial statements
(1) Criteria for the recognition of scope of consolidated financial statements
The scope of consolidation shall be determined based on the concept of control. Control means that the Group has power over the investee, enjoys variable returns through its participation in the investee’s related activities, and has the ability to use its power over the investee to influence the amount of its returns. The consolidated financial statements comprise the financial statements of the Company and all of its subsidiaries, which are defined as those entities controlled by the Group.
Once any change in the facts and circumstances arises which leads to a change in the elements involved in the definition of control, the Group will conduct an assessment.
(2) Preparation of consolidated financial statements
Subsidiaries are consolidated from the date on which the Group obtains their net assets and actual control over their operating decisions, and are deconsolidated from the date when such control ceases. For subsidiaries being disposed of, the business results and cash flows prior to the date of disposal are duly included in the consolidated income statement and consolidated cash flow statement; for subsidiaries disposed of during the period, the opening balances of the consolidated balance sheet would not be restated. For subsidiaries acquired from a business
combination not under common control, their operating results and cash flows subsequent to the acquisition date are included in the consolidated income statement and consolidated cash flow statement, and the opening balances and comparative figures in the consolidated financial statements would not be restated. For subsidiaries acquired from a business combination under common control and acquirees from a merger by absorption, their operating results and cash flows from the date of commencement of the period in which the combination occurred to the date of combination are included in the consolidated income statement and consolidated cash flow statement, and the comparative figures in the consolidated financial statements would be restated.
In preparing the consolidated financial statements, where the accounting policies or the accounting periods are inconsistent between the Company and subsidiaries, the financial statements of subsidiaries are adjusted in accordance with the accounting policies and accounting period of the Company. For subsidiaries acquired from a business combination involving enterprises not under common control, the financial statements of the subsidiaries are adjusted based on the fair value of the identifiable net assets at the acquisition date.
All significant intra-group balances, transactions and unrealized profits are offset in preparing the consolidated financial statements.
The portion of a subsidiary’s equity and the portion of a subsidiary’s net profits and losses for the period not attributable to the Company are recognized as minority interests and profits and losses attributable to minority interests respectively, which are presented under shareholders’ equity and net profit separately, in the consolidated financial statement. A subsidiary’s net current profits and losses attributable to minority interests is recognized as “share of profits and losses of minority interests” under net profit in the consolidated income statement. When the amount of a subsidiary’s loss attributable to the minority shareholders exceeds the minority shareholders’ share of the opening balance of shareholders’ equity of the subsidiary, the excess is deducted from the minority interests.
In event of loss of control over a former subsidiary due to disposal of certain equity investments or other reasons,
any retained equity is re-measured at its fair value on the date when the control is lost. The surplus of the aggregate considerations received upon disposal of equity plus the fair value of any retained equity less the share of net assets in the former subsidiary calculated cumulatively from the acquisition date based on the original shareholding percentage is included in the investment income for the period when the control is lost. Other comprehensive income related to the equity investment in the former subsidiary shall be accounted for on the same basis at the time of loss of control as the subsidiary directly disposed of the related asset or liability. Then, the remaining equity shall be measured subsequently in accordance with the Accounting Standards for Business Enterprises No. 2 - Long-term Equity Investments or Accounting Standards for Business Enterprises No. 22 - The Recognition and Measurement of Financial Instruments and other regulations. For details, please see Section 17 “Long-term equity investments” or Section 11 “Financial instruments” under this Note V.
For disposal of the Group’s equity investments in a subsidiary in phases through multiple transactions until loss of control, it is determined based on whether such transactions should be regarded as a bundle of transactions. If the terms, conditions and economic effects of all transactions are conducted for the purpose of disposing of the equity investments in a subsidiary and meet the following one or more criteria, it is usually shown that such multiple transactions are deemed as a bundle of transactions for accounting treatment: ① These transactions were entered
into at the same time or upon the consideration of the effects therebetween; ② These transactions can only generate one complete business result when conducted all together; ③ The occurrence of one transaction depends on the occurrence of at least one other transaction; and ④ One transaction alone is not economical, but is economical when considered with other transactions. When the transactions do not constitute a bundle of transactions, each transaction thereof shall be accounted in accordance with principles applicable to the “disposal of part of long-term equity investments in a subsidiary that does not result in the loss of control” (please see Item (2) ④ of Section 17 “Longterm equity investments” under this Note V for details) and “loss of control over a former subsidiary due to disposal of certain equity investments or other reasons” (please see the preceding paragraph for details). If such transactions fall under a bundle of transactions, those transactions are accounted for as one deal under which the subsidiary is disposed of and control is lost. However, before the control over the subsidiary is lost, the surplus between consideration received for each disposal and the value of corresponding share of net assets in the subsidiary entitled by the investment underlying the disposal shall be recognized as other comprehensive income in the consolidated financial statements, and, when control is lost, converted into investment income or loss for the period in which control is lost.
8. Classification of joint venture arrangements and accounting treatment method for joint operations
Joint venture arrangement means an arrangement under the common control of two or more parties. The Group classifies the joint venture arrangement into joint operations and joint ventures based on the rights and obligations it enjoys and assumes in the joint venture arrangement. Joint operation means a joint venture arrangement in which the Group owns the assets and assumes the liabilities associated with the arrangement. Joint venture means a joint venture arrangement in which the Group only has rights to the net assets of the arrangement.
The Group’s investments in joint ventures are accounted for using the equity method and are treated in accordance with the accounting policies described in Item (2) ② “Long-term equity investments accounted for using the equity method” in Section 17 “Long-term equity investments” under this Note V.
For the joint operations, the Group, as a joint venture party, recognizes the assets and liabilities separately held by the Group, as well as the assets and liabilities jointly held by the Group in accordance with the Group’s share; recognizes the income arising from the disposal of the Group’s share of joint operation output; recognizes the income from the sale of outputs from joint operations based on the Group’s share; and recognizes the expenses incurred by the Group alone and the expenses incurred based on the Group’s share in the joint operation.
When the Group, as a joint venture party, invests in or sells assets to the joint venture (which do not constitute a business, the same below), or purchases assets from the joint operation, the Group recognizes only those portions of the profits and losses arising from the transaction that are attributable to other participants in the joint operation, prior to the sale of such assets to a third party. In the event that such assets incur asset impairment losses in accordance with the provisions of Accounting Standard for Enterprises No. 8 - Asset Impairment, the Group will fully recognize such losses if the assets are invested or sold by the Group to the joint operation; In the case of assets purchased by the Group from the joint operation, the Group will recognize such losses on the basis of its share of commitment.
9. Determination standards for cash and cash equivalents
Cash and cash equivalents of the Group include the cash on hand, deposits that can be used for payment at any time, the investments that are held for a short period of time (generally maturing within three months from the date of purchase) which are highly liquid, easily convertible to known amounts of cash, and having minimal risk of changes in value.
- 10. Foreign currency business and foreign currency statement translation The method for determining the conversion exchange rate in foreign currency transactions
Upon initial recognition, the foreign currency transactions of the Group are converted into the amount of reporting currency according to the spot exchange rate of the trading day (usually referring to the median price of the foreign exchange rate of the day published by the People’s Bank of China, the same below).
(1) Translation of foreign currency monetary items and foreign currency non-monetary items
On the balance sheet date, if the foreign currency monetary items are translated at the spot rate of the balance sheet date, the resulting exchange difference, except for ① Exchange differences arising from special loans in foreign currencies related to the acquisition and construction of assets eligible for capitalization, which shall be treated in accordance with the principle of capitalization of borrowing costs; ② Exchange differences of hedging instruments used to operate effective hedging of net investment abroad (this difference is included in other comprehensive income and is not recognized as current profits and losses until the net investment is disposed of) and ③ foreign currency monetary items classified as measured at fair value through other comprehensive income, shall be recorded into current profits and losses, provided that exchange differences resulting from changes in other book balances other than amortized costs (including impairment) shall be recorded in other comprehensive income.
The non-monetary foreign currency items measured at historical cost shall be measured at the amount of reporting currency that is translated into based on the spot rate on the transaction date. For non-monetary foreign currency items measured at fair value, the exchange rate prevailing at the date when the fair value is determined is used for translation, and the difference between the translated amount of the reporting currency and the original amount of the reporting currency shall be treated as the change in fair value (including change of exchange rate) and recorded in current profits and losses or recognized as other comprehensive income.
(2) Translation of foreign currency financial statement
Foreign currency financial statements of overseas operations are translated into RMB statements in the following ways: The items of assets and liabilities in the balance sheet were translated at the spot exchange rate on the balance sheet date. The shareholders’ equity items are translated at the spot rate at the time of occurrence except for the “undistributed profit” items. The income and expense items in the income statement are converted using the average exchange rate of the current period on the date of occurrence of the transaction. The undistributed profit at the beginning of the year is the undistributed profit at the end of the year after the conversion of the previous year; The undistributed profit at the end of the period is calculated and shown on the basis of each item of profit distribution after translation; The difference between the total amount of asset items and liability items and shareholders’ equity items after translation is treated as the difference in the translation of foreign currency statements and recognized as other comprehensive income. Upon disposal of an overseas operation and loss of control, the conversion difference of the foreign currency statement related to the overseas operation, as shown
under the shareholders’ equity item in the balance sheet, shall be transferred to the profits and losses of the disposal of the current period in full or in proportion to the disposal of the overseas operation.
Foreign currency cash flow and cash flow of overseas subsidiaries shall be translated at the spot exchange rate in the period when the cash flow is generated. The effect of exchange rate changes on cash is presented separately in the cash flow statement as an adjustment item.
The figures for the beginning of the year and the actual figures for the previous year are presented in accordance with the amounts of the financial statements of the previous year after translation.
Upon the disposal of all the owners’ equity of the Group’s overseas operations or the loss of control over overseas operations due to the disposal of part of the equity investment or other reasons, the translation difference of the foreign currency statement related to the owners’ equity of the overseas operations attributable to the parent company, as shown under the shareholders’ equity item in the balance sheet, shall be fully transferred to the profits and losses of the disposal period.
When part of the equity investment is disposed of or the proportion of overseas operating interest is reduced for other reasons but the control of overseas operations is not lost, the difference in the translation of foreign currency statements related to the disposal part of the overseas operation will be attributed to the minority shareholders’ equity and will not be transferred to the current profits and losses. Upon disposal of part of the equity of the overseas operation as an associate or joint venture, the translation difference of the foreign currency statement related to the overseas operation shall be transferred to the profits and losses of the disposal period in proportion to the disposal of the overseas operation.
If there are foreign currency monetary items that substantially constitute net investments in overseas operations, the exchange difference resulting from changes in exchange rates shall be recognized as other comprehensive income in the consolidated financial statements as “translation difference in foreign currency statements;” Upon disposal of the overseas operations, it shall be included in the profits and losses of the disposal period.
11. Financial instruments
When the Group becomes a party to a financial instrument contract, it shall recognize a financial asset or financial liability.
(1) Classification, recognition and measurement of financial assets The Group has classified the financial assets as financial assets at amortized cost; financial assets at fair value
through other comprehensive income and financial assets at fair value through profits and losses based on the business model for managing financial assets and the contractual cash flow characteristics of the financial assets.
Financial assets are measured at fair value on initial recognition. For financial assets at fair value through profits and losses, the related transaction costs are recognized directly in profits and losses; and for other categories of financial assets, the related transaction costs are recognized in initial recognition amounts. For the accounts receivable or notes receivable arising from the sale of products or the provision of services that do not contain or take into account a significant financing component, the amount of consideration to which the Group is expected to be entitled shall be taken as the initial recognition amount.
① Financial assets at amortized cost
The Group’s business model of managing financial assets at amortized cost is aimed at the collection of contractual cash flows, and the contractual cash flow characteristics of such financial assets are consistent with the basic borrowing arrangement, that is, the cash flows generated on a specific date are only payments of principal and interest based on the outstanding principal amount. For such financial assets, the effective interest rate method is used for subsequent measurement at amortized cost, and any profits or losses arising from amortization or impairment is included in the current profits and losses.
② Financial assets at fair value through other comprehensive income
The Group’s business model of managing such financial assets is aimed at the collection and disposal of contractual cash flows, and the contractual cash flow characteristics of such financial assets are consistent with the basic borrowing arrangement. The Group measures such financial assets at fair value and their changes are recognized in other comprehensive income, but impairment losses or gains, exchange profits and losses and interest income calculated under the effective interest rate method are recognized in current profits and losses.
In addition, the Group has designated certain non-trading equity instrument investments as financial assets at fair value through other comprehensive income. The Group recognizes the relevant dividend income of such financial assets in current profits and losses and the fair value changes in other comprehensive income. Upon the derecognition of the financial assets, the accumulated profits and losses previously recognized in other comprehensive income are transferred from other comprehensive income to retained earnings and are not recognized in the current profits and losses.
③ Financial assets at fair value through profits and losses
The Group’s financial assets other than those at amortized cost and those at fair value through other comprehensive income as described above are classified as financial assets at fair value through profits and losses. In addition, at the time of initial recognition, in order to eliminate or significantly reduce accounting misalignments, the Group designated certain financial assets as financial assets at fair value through profits and losses. Such financial assets are subsequently measured at fair value, with changes in fair value recognized in the current profits and losses.
(2) Classification, recognition and measurement of financial liabilities
Financial liabilities are classified as financial liabilities at fair value through profits and losses and other financial liabilities at the time of initial recognition. For financial liabilities at fair value through profits and losses, the related transaction costs are recognized directly in profits or losses, and for other financial liabilities, the related transaction costs are recognized in their initial recognition amounts.
① Financial liabilities at fair value through profits and losses The financial liabilities at fair value through profits and losses include financial liabilities held for trading
(including derivatives that are financial liabilities) and those designated as financial liabilities at fair value through profits and losses at the initial recognition.
Financial liabilities held for trading (including derivatives that are financial liabilities) are subsequently measured at fair value, with changes in fair value recognized in current profits and losses, except for those related to hedge accounting.
For those designated as financial liabilities at fair value through profits and losses, the change in fair value of such liabilities caused by changes in the Group’s own credit risk is included in other comprehensive income, and the cumulative change in its fair value caused by changes in its own credit risk included in other comprehensive income is transferred to retained earnings when such liabilities are derecognized. Other changes in fair value are included in current profits and losses. If the treatment of the effect of the change in the credit risk of the financial liabilities in the manner described above would cause or widen the accounting mismatch in profits and losses, the Group would recognize the full profits or losses of the financial liabilities (including the amount affected by the change in the credit risk of the enterprise) in the current profits and losses.
② Other financial liabilities
Financial liabilities other than those resulting from the transfer of financial assets that does not meet the conditions for derecognition or continues to be involved in the transfer of financial assets, and other financial liabilities excluding financial guarantee contracts are classified as financial liabilities at amortized cost, which are subsequently measured at amortized cost, and the profits and losses resulting from the derecognition or amortization are included in current profits and losses.
(3) Recognition basis and measurement method for transfer of financial assets
A financial asset is derecognized if it meets any of the following conditions: ① The contractual right to receive the cash flow of the financial asset is terminated; ② The financial asset has been transferred, and substantially all the risks and returns of ownership of the financial asset have been transferred to the transferee; ③ The financial asset has been transferred, substantially all the risks and returns of ownership of the financial asset have neither been transferred nor retained, but the control over the financial asset has been relinquished.
If neither substantially all the risks and returns of ownership of a financial asset are transferred nor retained, and the control over the financial asset is not relinquished, the underlying financial asset shall be recognized to the extent of its continuing involvement in the transferred financial asset, and the related liability shall be recognized accordingly. The extent of continued involvement in the transferred financial asset is the level of risk to which the enterprise is exposed as a result of changes in the value of that financial asset.
If the overall transfer of financial assets meets the conditions for derecognition, the difference between the book value of the transferred financial assets and the consideration received as a result of the transfer and the cumulative change in the fair value originally included in other comprehensive income is included in the current profits and losses.
If the partial transfer of financial assets meets the conditions for derecognition, the book value of the transferred financial assets shall be apportioned between the portion derecognized and the portion not for derecognition according to their relative fair value. The difference between the sum of the consideration received as a result of the transfer and the cumulative changes in fair value originally included in other comprehensive income that should be
apportioned to the portion derecognized and the above-mentioned book value apportioned are recognized in current profits and losses.
If the Group sells the financial assets by recourse or makes endorsement transfer of the financial assets it holds, it is necessary to determine whether virtually all risks and returns in the ownership of the financial asset have been transferred. If the Group has transferred substantially all the risks and returns related to the ownership of a financial asset to the transferee, the Group shall derecognize the financial asset. If substantially all the risks and returns related to the ownership of a financial asset are retained, the financial assets shall not be derecognized. If substantially all the risks and returns related to the ownership of the financial asset are neither transferred nor retained, whether the enterprise retains control of the asset shall be determined and accounting treatment shall be made in accordance with the principles described in the preceding paragraphs.
(4) Derecognition of financial liabilities
A financial liability (or a portion thereof) is derecognized when the present obligation is discharged. If an agreement is entered into between the Group (the borrower) and the lender to replace the original financial liability by assuming a new financial liability, and the contractual terms of the new financial liability are materially different from those of the original financial liability, the original financial liability is derecognized and the new financial liability is recognized at the same time. If the Group materially modifies the contractual terms of the original financial liability (or part thereof), it shall derecognize the original financial liability and recognize a new financial liability in accordance with the modified terms.
If a financial liability is derecognized in whole or in part, the difference between the book value of the derecognized portion and the consideration paid (including non-cash assets transferred or liabilities assumed) is recognized in current profits and losses.
(5) Offsetting of financial assets and financial liabilities
When the Group has the legal rights to offset the financial assets and financial liabilities whose amounts have been recognized, the legal rights are currently exercisable, and the Group plans to settle with net amount or realize the financial asset and repay the financial liability simultaneously, the financial assets and financial liabilities can be presented in the balance sheet with the net amount after they are mutually offset. Apart from this, financial assets and financial liabilities shall be presented separately in the balance sheet and not be offset against each other.
(6) Methods for determining the fair value of financial assets and financial liabilities
Fair value is the price that a market participant would receive to sell an asset or pay to transfer a liability in an orderly transaction occurring on the measurement date. Regarding the financial instruments for which there is an active market, the Group uses quoted prices in an active market to determine their fair values. A quoted price in an active market is a price that is readily available on a regular basis from an exchange, broker, trade association, pricing service agency, etc., and represents the price of a market transaction that actually takes place in a fair trade. If there is no active market for the financial instrument, the Group uses valuation techniques to determine its fair value. The valuation techniques include reference to prices used in recent market transactions by the parties who are familiar with the situation and willing to deal, reference to the current fair value of other substantially identical financial instruments, the discounted cash flow method, and option pricing models. In the valuation, the Group will
adopt the valuation techniques applicable in the current situation and supported by sufficiently available data and other information, select the input values that are consistent with the characteristics of the asset or liability considered by market participants in the transaction of the relevant asset or liability, and give priority to the relevant observable input values when possible. The non-observable input values will be used only when the relevant observable input values are unavailable or not practicable to obtain.
(7) Equity instruments
Equity instruments are contracts that demonstrate ownership of the remaining interest in the Group’s assets after deducting all liabilities. The Group’s issuance (including refinancing), repurchase, sale or cancellation of equity instruments is treated as changes in equity, and the transaction expenses related to equity transactions are deducted from equity. The Group does not recognize the changes in fair value of equity instruments.
Dividends (including “interest” on instruments classified as equity instruments) distributed during the existence of the Group’s equity instruments are treated as profit distributions.
(8) Impairment of financial assets
The financial assets for which the Group needs to recognize impairment losses are financial assets at amortized cost, debt instruments at fair value through other comprehensive income, lease receivables, which mainly include notes receivable, accounts receivable, receivables financing, other receivables, debt investments, other debt investments, long-term receivables, etc. In addition, for contractual assets and certain financial guarantee contracts, impairment provisions are made and credit impairment losses are recognized in accordance with the accounting policies described in this section.
① Recognition of provision for impairment losses On the basis of expected credit losses, the Group makes an impairment provision and recognizes credit
impairment losses for each of the above items in accordance with its applicable expected credit losses measurement method (general method or simplified method).
Credit losses represent the difference between all contractual cash flows receivable under the contract and all cash flows expected to be received by the Group, discounted at the original effective interest rate, i.e., the present value of all cash shortfalls. Financial assets purchased or originated by the Group that are credit impaired shall be discounted at the credit-adjusted effective interest rate of the financial assets.
The general method of measurement of expected credit losses means that the Group assesses at each balance sheet date whether the credit risk of financial assets (including contractual assets and other applicable items, the same below) has increased significantly since the initial recognition. If the credit risk has increased significantly since the initial recognition, the Group measures the loss provision at an amount equivalent to the expected credit losses over the entire duration; If credit risk does not increase significantly since the initial recognition, the Group measures the loss provision at an amount equivalent to expected credit losses over the next 12 months. The Group will consider all the reasonable and evidence-based information, including forward-looking information, when assessing expected credit losses.
For financial instruments with low credit risk on the balance sheet date, the Group assumes that their credit risk
has not increased significantly since initial recognition, and measures the provision for losses based on expected credit losses over the next 12 months.
② Criteria for determining whether credit risk has increased significantly since the initial recognition
If the probability of default of a financial asset during the estimated duration determined on the balance sheet date is significantly higher than the probability of default during the estimated duration determined at the time of initial recognition, it indicates that the credit risk of the financial asset has significantly increased. Except in exceptional circumstances, the Group uses the change in default risk occurring over the next 12 months as a reasonable estimate of the change in default risk occurring over the duration to determine whether credit risk has increased significantly since the initial recognition.
③ The portfolio-based approach to assessing expected credit risk The Group assesses credit risk individually for financial assets with significantly different credit risks, such as
receivables that are in dispute with other parties or involved in litigation or arbitration; or where there are clear indications that the debtor is likely to be unable to meet its repayment obligations.
Apart from financial assets that are individually assessed for credit risk, the Group classifies financial assets into different groups based on common risk characteristics and assesses credit risk on a portfolio basis.
④ Accounting treatment of impairment of financial assets
At the end of the period, the Group will calculate the estimated credit losses of various financial assets, and if the estimated credit losses are greater than the book value of its current impairment provision, the difference is recognized as an impairment loss; If it is less than the book value of the current impairment provision, the difference is recognized as an impairment gain.
⑤ Determination of credit losses of various financial assets a. Notes receivable The Group measures the loss provision for notes receivable at the amount equivalent to expected credit losses
in the entire duration. Based on the credit risk characteristics of notes receivable, they are divided into different portfolios:
| Item | Basis for determining the portfolio |
|---|---|
| Banker’s acceptance bill | Banks with less credit risk in relation to acceptors |
| Commercial acceptance bill | Divided according to the acceptor’s credit risk |
b. Accounts receivable and contractual assets For the accounts receivable and contractual assets that do not have a significant financing component, the
Group measures the loss provision at the amount equivalent to expected credit losses in the entire duration.
For the accounts receivable, contractual assets and lease receivables that have a significant financing component, the Group chooses to always measure the loss provision at an amount equivalent to expected credit losses over the duration.
Apart from the accounts receivable for single assessment of credit risk, they are divided into different portfolios based on their credit risk characteristics:
| Item | Basis for determining the portfolio |
|---|---|
| Related party within the consolidation scope | This portfolio represents amounts receivable of the Company within the scope of consolidation. |
| Account age portfolio | The portfolio takes the age of receivables as the credit risk characteristics. |
Method for calculating aging years based on credit risk characteristics portfolio: The Group calculates the aging years of accounts receivable based on the principle of First Occurrence, First Recovery.
Recognition criteria for provision of bad debts of a single account receivable: The Group conducts separate impairment tests on accounts receivable with significantly different credit risk characteristics, such as significantly deteriorating credit status of the debtor, low possibility of future repayment, and credit impairment that has occurred.
c. Accounts receivable financing
Notes and accounts receivable measured at fair value through other comprehensive income are presented as accounts receivable financing if their maturities are within one year (including one year) from the initial recognition date. The Group measures the loss provision at the amount equivalent to expected credit losses in the entire duration.
Apart from the accounts receivable financing for single assessment of credit risk, they are divided into different portfolios based on their credit risk characteristics:
| Item | Basis for determining the portfolio |
|---|---|
| Related party within the consolidation scope | This portfolio represents amounts receivable of the Company within the scope of consolidation. |
| Account age portfolio | The portfolio takes the age of receivables as the credit risk characteristics. |
Method for calculating aging years based on credit risk characteristics portfolio: The Group calculates the aging years of accounts receivable based on the principle of First Occurrence, First Recovery.
Recognition criteria for provision of bad debts of a single account receivable: The Group conducts separate impairment tests on accounts receivable with significantly different credit risk characteristics, such as significantly deteriorating credit status of the debtor, low possibility of future repayment, and credit impairment that has occurred.
d. Other receivables
Based on whether the credit risk of other receivables has increased significantly since initial recognition, the Group measures the loss provision at the amount equivalent to expected credit losses in the next 12 months or the entire duration. Apart from the other receivable for single assessment of credit risk, they are divided into different portfolios based on their credit risk characteristics:
| Item | Basis for determining the portfolio |
|---|---|
| Related party within the consolidation scope | This portfolio represents amounts receivable of the Company within the scope of consolidation. |
| Account age portfolio | The portfolio takes the age of receivables as the credit risk characteristics. |
|---|
Method for calculating aging years based on credit risk characteristics portfolio: The Group calculates the aging years of accounts receivable based on the principle of First Occurrence, First Recovery.
Recognition criteria for provision of bad debts of a single account receivable: The Group conducts separate impairment tests on accounts receivable with significantly different credit risk characteristics, such as significantly deteriorating credit status of the debtor, low possibility of future repayment, and credit impairment that has occurred.
- 12. Notes receivable Please refer to “11. Financial instruments.”
- 13. Accounts receivable Please refer to “11. Financial instruments.”
- 14. Accounts receivable financing
Notes and accounts receivable at fair value through other comprehensive income are presented as accounts receivable financing if their maturities are within one year (including one year) from the initial recognition date. The Notes and accounts receivable with the maturity of more than 1 year since the initial recognition date are presented as other debt investments. For the relevant accounting policies, please refer to “11. Financial instruments” under this Note.
- 15. Other receivables Method of determining expected credit losses on other receivables and the accounting treatment
For the method of determining expected credit losses on other receivables and the accounting treatment, please refer to “11. Financial instruments.”
- 16. Inventories
(1) Categories of inventories Inventories mainly include raw materials, packaging and low-value consumable goods, products in process,
goods in stock, consumable biological assets, development costs, development products, etc.
(2) Pricing of inventories Inventories are initially measured at actual cost. The cost of inventories includes procurement cost, processing
cost and other costs. Inventories are measured by the weighted average method upon delivery.
(3) Determination of net realizable value of inventories and method of making provision for inventory impairment
The net realizable value of inventories refers to the estimated selling price deducted by estimated costs until they are made into finished goods, estimated selling expense and relevant taxes in daily activities. The determination of the net realizable value of inventories is based on conclusive evidence obtained, taking into account the purpose for which the inventories are held and the effect of events after the balance sheet date.
Inventories are measured at the lower of cost or net realizable value at the balance sheet date, and provision for their impairment shall be made when the net realizable value is below the cost of inventories. Provision for
inventory impairment is made on the basis of the difference whereby the cost of one single inventory item exceeds its net realizable value. For inventories with large quantities and low unit prices, provision for inventory impairment shall be made according to inventory categories. Inventories that are related to product series produced and sold in the same region and have the same or similar end use or purpose, and are difficult to be documented separately from other items that shall be combined for making provision for inventory impairment.
After provision for inventory impairment is made, if the factors that once resulted in the impairment disappear, leading to the net realizable value of inventories higher than their book value, the provision of inventory impairment shall be reversed to the extent of provision previously made, and the reversed amount shall be recognized in current profits and losses.
- (4) The inventory system shall be the perpetual inventory system.
- (5) Amortization of low-value consumables and packaging materials The low-value consumables and packaging materials are amortized using a one-off amortization method.
17. Long-term equity investments
Long-term equity investments in this section refers to any equity investment by which the Group has control, common control or significant influence over the investee. Long-term equity investments by which the Group does not have control, common control or significant influence over the investee are accounted for as financial assets at fair value through profits or losses. If they are non-trading, the Group may elect to designate them as financial assets at fair value through other comprehensive income at the time of initial recognition. For the accounting policies, please refer to “11. Financial instruments” under Note IV.
Common control is the Group’s contractually agreed sharing of control over an arrangement, and the activities under which must be decided by unanimous agreement from parties who share the control. Significant influence is the power of the Group to participate in the decision-making for financial and operating policies of an investee, but not to control or common control the formulation of such policies together with other parties.
(1) Determination of investment cost
For long-term equity investments acquired relating to business combination under common control, the initial investment cost is determined on the date of consolidation according to the percentage of shareholders/owners’ equity from the combined party as a part of the book value of total shareholders/owners’ equity set forth in the consolidated financial statements of the ultimate controlling party. The difference between the said initial investment cost and the sum of cash being paid, non-cash assets being transferred and book value of liabilities being assumed shall be adjusted against the capital reserve; or, in case of insufficient capital reserve to cover the difference, against the retained earnings accordingly. In case that the consideration of the business combination is satisfied by issuing equity securities, the initial investment cost of the long-term equity investments is determined on the date of consolidation according to the percentage of shareholders’ equity from the combined party as a part of the book value of total shareholders’ equity set forth in the consolidated financial statements of the ultimate controlling party. With the sum of par values of shares being issued as the share capital, the difference between the said initial investment cost and the sum of par values of shares being issued shall be adjusted against the capital reserve; or, in
case of insufficient capital reserve to cover the difference, against the retained earnings accordingly. Where a business combination under common control is achieved by acquiring the equity of a combined party under common control in phases through multiple transactions, following policies shall apply depending on whether those transactions are “a bundle of transactions”: if so, the Company shall account for all transactions together as the one deal to obtain the control; if not, the initial investment cost of the long-term equity investments shall be determined on the date of consolidation according to the percentage of shareholders/owners’ equity from the combined party as a part of the book value of total shareholders’ equity set forth in the consolidated financial statements of the ultimate controlling party, while the difference between the initial investment cost and the sum of book value of long-term equity investments before the consolidation and that of consideration newly paid to acquire additional equities on the date of consolidation shall be adjusted against the capital reserve, or, in case of insufficient capital reserve to cover the difference, against retained earnings accordingly. Accounting treatment is currently not required for other comprehensive income that has been recognized due to the adoption of equity method in accounting or the classification as financial assets at fair value through other comprehensive income in respect of equity investments held before the date of consolidation.
For the long-term equity investments acquired relating to business combination not under common control, the initial investment cost is the cost of combination on the date of acquisition which equals to the aggregate fair value of assets transferred, liabilities incurred or assumed and equity securities issued by the acquirer. Where a business combination not under common control is achieved by acquiring the equity of a combined party under common control in phases through multiple transactions, following policies shall apply depending on whether those transactions are “a bundle of transactions”: if so, the Group shall account for all transactions together as the one deal to obtain the control; if not, the initial investment cost of the long-term equity investments that is re-accounted for using the cost method shall be the sum of book value of long-term equity investments previously held by the acquirer in the acquiree and new investment cost. Accounting treatment is currently not required for other comprehensive income in respect of equity investments that have been accounted for using the equity method.
The intermediary expenses on items such as audit, legal service and valuation advisory for business combination and other related administrative expenses incurred by the combining party or acquirer are recognized in current profits and losses upon their occurrence.
Long-term equity investments other than those formed by business combination is initially measured at cost which varies depending on the different ways of acquiring the long-term equity investments and is determined by considering the amount of actual cash paid by the Group, the fair value of the equity securities issued by the Group, the conventional value stipulated in the investment contract or agreement, the fair value or original book value of the assets surrendered in the non-cash and bank balance swap transaction, the fair value of the long-term equity investments itself, and etc. The expenses, taxes and other necessary expenses directly related to the acquisition of the long-term equity investments are also included in the investment cost. For additional long-term equity investments that entitles the Company with significant influence or common control but not control over the investee, its cost of investment is the sum of fair value of equity investments that have been held plus new cost of investment pursuant to the Accounting Standards for Business Enterprises No. 22 - Recognition and Measurement of Financial
Instrument.
(2) Subsequent measurement and recognition method of profits and losses A long-term equity investment with common control (excluding that constituting a joint venture) over or
significant influence on the investee is accounted for by using the equity method, and a long-term equity investment with control over the investee is accounted for in the Company’s financial statements by using the cost method.
① Long-term equity investment accounted for with cost method
When a long-term equity investment is accounted for with cost method, its price is measured at initial investment cost, and when the long-term equity investment is added or disposed, its cost is adjusted accordingly. The cash dividend or profit declared by the investee, except for the cash dividend or profit declared but not yet granted that is included in the price or consideration actually paid upon the acquisition of the investment, shall be recognized as investment income for the period.
② Long-term equity investment accounted for with equity method
When a long-term equity investment is accounted for with equity method and its initial investment cost is higher than the proportion of fair value of the investee’s identifiable net assets attributable to the investor because of the investment, its initial cost shall not be adjusted; if lower, the difference shall be recognized in the current profits and losses, and its cost shall be adjusted accordingly.
When a long-term equity investment is accounted for with equity method, the investment income and other comprehensive income arising therefrom are recognized in accordance with the proportion of net profits and losses and other comprehensive income of the investee attributable to the investor, and the book value of long-term equity investments is adjusted accordingly; if any profit or cash dividend is declared by the investee, the book value of long-term equity investments shall be reduced according to the part of profit or dividends attributable to the investor; if there is any other changes in shareholders’ equity other than net profits and losses, other comprehensive income and profit distribution, such change shall be adjusted against the book value of long-term equity investments and recognized in the capital reserve. The Group recognizes its share of the investee’s net profits and losses based on fair value of the investee’s identifiable assets at the time of acquisition, after making appropriate adjustments to net profits thereto. In case of any inconsistency between the accounting policies and accounting periods adopted by the investee and by the Group, the financial statements of the investee shall be adjusted in accordance with the accounting policies and accounting periods of the Group, and the gain on investment and other comprehensive income shall be recognized accordingly. In respect of the transactions between the Group and its associates and joint ventures in which the assets invested or disposed of are not part of the business, the share of unrealized profits and losses arising from inter-group transactions shall be offset by the portion attributable to the Group, and the profits and losses on investment shall be recognized accordingly. However, any unrealized loss arising from inter-group transactions between the Group and an investee is not offset to the extent that the loss is impairment loss of the assets transferred. Where the Group invests to its joint ventures or associates an asset forming part of a business, giving rise to the acquisition of a long-term equity investment by the investor without obtaining control, the initial investment cost of the additional long-term equity investments shall be recognized at fair value of the business
- invested. The difference between initial investment cost and book value of the business invested will be fully included in current profits and losses. Where the Group disposes of an asset forming part of a business to its associates or joint ventures, the difference between the consideration received and the book value of the business shall be fully included in current profits and losses. Where the Group acquires from its associates or joint ventures an asset forming part of a business, the profits or losses related to the transaction shall be accounted for and recognized in accordance with the Accounting Standards for Business Enterprises No. 20 - Business Combination.
The Group’s share of net loss of the investee shall be recognized to the extent that the book value of the longterm equity investment and any long-term equity that substantially forms part of the investor’s net investment in the
- investee are written down to zero. If the Group has to assume additional obligations to the loss of the investee, the estimated liabilities shall be recognized for the estimated obligation assumed and charged to investment loss for the period. Where the investee makes profits in subsequent periods, the Group shall re-recognize its share of the profits after setting off against the share of unrecognized losses.
③ Acquisition of minority interests
When preparing the consolidated financial statements, the Company adjusts the capital reserve and, if the capital reserve is insufficient, adjusts the retained earnings based on the difference between the additional long-term equity investments arising on acquisition of minority interests and the Company’s share in the net assets of the subsidiary accrued from the acquisition date (or consolidation date) in proportion to the additional shareholdings.
④ Disposal of long-term equity investments
In the consolidated financial statements, if the parent company disposes part of the long-term equity investment in the subsidiary without losing its control, the difference between the disposal price and the Company’s share in the net assets of the subsidiary attributable to the disposal of the long-term equity investment is recognized in the shareholders’ equity; if the parent company disposes part of the long-term equity investment in the subsidiary resulting in the loss of its control over the subsidiary, the accounting treatment shall be in accordance with the policies as set out in Item (2) of Section 6 “Accounting treatment for business combination under common control and not under common control” under this Note V.
In other cases, upon the disposal of a long-term equity investment, the difference between the book value of the investment and the price received is recognized in the current profits and losses.
For a long-term equity investment that is accounted for using the equity method where the remaining equity after disposal continues to be accounted for using the equity method, the portion of other comprehensive income previously included in shareholder’s equity shall be treated in accordance with the same basis as the investee directly disposes of relevant asset or liability on pro rata basis at the time of disposal. The owners’ equity recognized for the change in owners’ equity of the investee other than net profits and losses, other comprehensive income and profit distribution, shall be transferred to current profits and losses on pro rata basis.
For a long-term equity investment accounted for using the cost method where the remaining equity after disposal continues to be accounted for using cost method, other comprehensive income recognized using the equity method or in accordance with the standard for recognition and measurement of financial instruments prior to the
acquisition of control over the investee shall be treated in accordance with the same basis as the investee directly disposes of relevant asset or liability, and transferred to current profits and losses on pro rata basis. The change in owners’ equity recognized in net assets of the investee by using the equity method other than net profits and losses, other comprehensive income and profit distribution shall be transferred to current profits and losses on pro rata basis.
In preparing separate financial statements, if control is lost over the investee upon partial disposal of equity investment, the remaining equity with common control or an ability to impose a significant influence over the investee after disposal shall be accounted for using the equity method, and shall be adjusted as if it has been accounted for using the equity method since it was acquired. The remaining equity without common control or an ability to impose a significant influence over the investee after disposal shall be accounted for based on the standard for recognition and measurement of financial instruments, and the difference between its fair value and book value on the date of loss of control shall be included in current profits and losses. In respect of other comprehensive income recognized using the equity method or in accordance with the standard for recognition and measurement of financial instruments prior to the acquisition of control over the investee, it shall be accounted for in accordance with the same basis as the investee directly disposes of relevant asset or liability when the control is lost. The change in owners’ equity recognized in net assets of the investee by using the equity method other than net profits and losses, other comprehensive income and profit distribution shall be transferred to current profits and losses at the time when the control over investee is lost. Where the remaining equity after disposal is accounted for using the equity method, other comprehensive income and other owners’ equity shall be carried forward on pro rata basis. Where the remaining equity after disposal is accounted for in accordance with the standard for recognition and measurement of financial instruments, other comprehensive income and other owners’ equity shall be fully carried forward.
If the common control or significant influence of the Group over the investee is lost upon partial disposal of equity investment, the remaining equity after disposal shall be accounted for in accordance with the standard for recognition and measurement of financial instruments. The difference between its fair value and book value on the date of loss of common control or significant influence shall be included in current profits and losses. For other comprehensive income recognized previously for the equity investment using equity method, it shall be accounted for in accordance with the same basis as the investee directly disposes of relevant asset or liability at the time when the equity method is ceased to be used. The owners’ equity recognized arising from the change in owners’ equity of the investee other than net profits and losses, other comprehensive income and profit distribution shall be transferred to current profits and losses at the time when the equity method is ceased to be used.
Where the Group disposes of its equity investment in a subsidiary in a series of transactions until the control is lost, and such transactions form “a bundle of transactions,” each transaction shall be accounted for as a disposal of equity investment of the subsidiary resulting in a loss of control. The difference between the consideration for each transaction and the book value of the long-term equity investment attributable to the equity interests disposed prior to loss of control shall be initially recognized as other comprehensive income, and upon loss of control, transferred to current profits and losses when the loss of control takes place.
- 18. Investment properties Measurement model for investment property
Cost model Depreciation or amortization method
Investment properties are real estate held for rental income or capital appreciation, or both, including land use rights that have been leased, land use rights that are held and intended to be transferred after appreciation, and buildings that have been leased. In addition, vacant buildings held by the Group for operating leases are reported as investment properties if the Board of Directors (or similar organization) makes a written resolution that they will be used for operating leases and the intention to hold them will not change in the near future.
Investment properties shall be initially measured at cost. The subsequent expenses related to investment properties shall be recognized as cost of the investment properties only if it is probable that economic benefits associated with the assets will flow to the Group and the cost of the assets can be measured reliably. Other subsequent expenses shall be recognized in the current profits and losses when incurred.
The Group uses the cost model for subsequent measurement of investment properties and depreciates or amortizes them according to the policies consistent with that for buildings or land use rights.
For the method of impairment test and provision for impairment loss of investment properties, please refer to Section 25 “Impairment of long-term assets” under Note V.
When the purpose of an investment property changes to self-use, from the date of the change, the investment property shall be reclassified as a fixed asset or intangible asset. When the purpose of a self-use property changes to earning rental income or capital appreciation, from the date of the change, the fixed asset or intangible asset shall be reclassified as an investment property. Upon reclassification, for investment properties measured using the cost model, the carrying value before reclassification is recognized as the carrying value after reclassification. For investment properties measured using the fair value model, the fair value on the date of reclassification is recognized
- as the carrying value after reclassification.
An investment property is derecognized upon disposal or when it is permanently withdrawn from use and no future economic benefits are expected from its disposal. The net proceeds from sale, transfer, retirement or damage of an investment property after its book value and related taxes and expenses are recognized in the current profits and losses.
- 19. Fixed assets
- (1) Recognition criteria
Fixed assets refer to the tangible assets held by the Company for producing goods, rendering services, renting or operation and administration purposes with useful life of over one accounting year. The fixed assets are recognized only when the economic interests related thereto are likely to flow into the Group and its cost can be measured reliably. The fixed assets are initially measured at cost with consideration of the impact of estimated disposal costs.
- (2) Depreciation method
| Category | Depreciation method<br><br> | Depreciation life (year)<br><br> | Rate of residual value (%)<br><br> | Annual depreciation rate (%)<br><br> |
|---|---|---|---|---|
| Building for production | Straight-line method | 39 | 5 | 2.44 |
| Machine and equipment for production | Straight-line method | 10 | 5 | 9.5 |
| Transportation equipment | Straight-line method | 10 | 5 | 9.5 |
| Electronic device and management tools | Straight-line method | 5 | 5 | 19 |
| Machine and<br><br>equipment for nonproduction purpose | Straight-line method | 10 | 5 | 9.5 |
| Building for nonproduction purpose | Straight-line method | 45 | 5 | 2.11 |
| Others | Straight-line method | 5 | 5 | 19 |
The expected residual value refers to the anticipated condition of the fixed asset at the end of its estimated useful life. It represents the estimated amount that the Group would receive from the disposal of the asset, net of any expected disposal costs incurred.
(3) Impairment test method and provision for impairment of fixed assets The impairment testing method and provision for impairment of fixed assets can be found in Section 25
“Impairment of Long-term Assets” under Note V.
(4) Other information
Subsequent expenditures related to fixed assets that are expected to generate economic benefits and can be reliably measured are capitalized as part of the fixed asset's cost, and the carrying value of the replaced portion is derecognized. Other subsequent expenditures are recognized in the current period's income statement upon occurrence.
When a fixed asset is classified as held for disposal or is expected to no longer generate economic benefits through use or disposal, it is derecognized. Proceeds from the sale, transfer, scrapping, or destruction of fixed assets, net of their carrying value and related taxes, are recognized in the current period’s income statement.
The Group reviews the useful lives, estimated residual values, and depreciation methods of fixed assets at least annually. Changes in these estimates are treated as changes in accounting estimates.
20. Construction in progress
The cost of construction in progress is measured according to the actual expense for the construction in progress, including all the necessary expenses incurred in the process of construction, borrowing costs to be capitalized before the project is ready for its intended use and other related costs.
The construction in progress is transferred to fixed assets after it is ready for its intended use. For the method of impairment test and provision for impairment loss of construction in progress, please refer
to Section 25 “Impairment of long-term assets” under Note V.
21. Borrowing costs
Borrowing costs include interest on borrowings, amortization of discounts or premiums, ancillary costs, and exchange differences arising from foreign currency borrowings. Where the borrowing costs can be directly attributable to the acquisition and construction or production activities of assets eligible for capitalization, it shall be capitalized on the basis that the expense for the asset has already been incurred, the borrowing costs have been incurred and the acquisition and construction or production activities necessary to prepare the asset for its intended use or for sale have already commenced; after the acquired or produced asset eligible for capitalization is available for its intended use or for sale, the capitalization shall be stopped. Other borrowing costs shall be recognized as expenses at the time when they are incurred.
The actual interest cost incurred in the period of specific-purpose borrowing net of any interest income from the borrowed funds not used and deposited in bank or any investment income from the temporary investment of those funds shall be capitalized; the amount of interest of general-purpose borrowings to be capitalized is determined by multiplying the weighted average of the amounts of cumulative expenses on the asset over and above the amounts of specific-purpose borrowings by the capitalization rate of the corresponding general-purpose borrowings. Capitalization rate is calculated and determined based on the weighted average rate of general-purpose borrowings.
During the capitalization period, exchange differences related to specific-purpose borrowings denominated in foreign currencies are fully capitalized; exchange differences related to general-purpose borrowings denominated in foreign currencies are recognized in the current profits and losses.
Assets eligible for capitalization refer to the fixed assets, investment properties, inventories and other assets that require a substantially long period of time of acquisition and construction or production activities for intended use or for sale.
Where the acquisition and construction or production activities of an asset eligible for capitalization is interrupted abnormally and the interruption period lasts for more than 3 months, the capitalization of the borrowing costs shall be suspended until the acquisition and construction or production of the asset is resumed.
22. Biological assets
(1) Consumptive biological assets
Consumptive biological assets are the biological assets held for sale or harvested for agricultural products in the future, including growing field crops, vegetables, timber stands and livestock stored for sale. Consumptive biological assets shall be initially measured at cost. The cost of a consumptive biological asset that is cultivated, constructed, propagated or farmed by the Company is the necessary expense incurred before the asset is harvested/closed/sold or placed in storage that is directly attributable to the asset, including borrowing costs that are eligible for capitalization. Subsequent expenses such as management and feeding costs incurred after harvesting/closing/storage of consumptive biological assets are included in current profits and losses.
Consumptive biological assets are carried forward at book value using the weighted average method when harvested or sold.
On the balance sheet date, consumptive biological assets are measured at the lower of cost or net realizable value, and the provision for impairment of consumptive biological assets shall be calculated and recognized based on the methods consistent with those for the recognition of the provision for inventory impairment. Where the impairment factors disappear, the amount written down shall be restored and reversed from the original provision for depreciation, with the amount reversed recognized in the current profits and losses.
(2) Productive biological assets Productive biological assets refer to the biological assets held for the purpose of producing agricultural products,
providing services or leasing, including economic forests, firewood forests, production animals and draft animals. Productive biological assets shall be initially measured at cost. The cost of a self-created or propagated productive biological asset is the necessary expense incurred before the asset achieves the intended purpose of production and operation that can be directly attributable to the asset, including borrowing costs that meet the capitalization conditions.
The Group reviews the useful life and estimated net residual value of a productive biological asset and the depreciation method applied at least at each year-end. Any change shall be accounted for as a change in accounting estimate.
The difference between the disposal proceeds from the sale, liquidation, death or destruction of productive biological assets less their book value and related taxes and charges is included in the current profits and losses.
The Group determines whether a productive biological asset has any signs of impairment on each balance sheet date. If the asset shows signs of impairment, the recoverable amount is estimated. The recoverable amount is estimated on a single asset basis. If it is difficult to estimate the recoverable amount of a single asset, the recoverable amount of the asset group to which the asset belongs shall be determined. If the recoverable amount of an asset is lower than its book value, the provision for asset impairment shall be made according to the difference and recorded in the current profits and losses.
Once the above asset impairment loss is recognized, it shall not be reversed in subsequent accounting periods. If a productive biological asset changes its use and becomes a consumptive biological asset, the cost of the
change of use is determined at the book value at the time of the change of use. If the productive biological asset changes its use and becomes a public welfare biological asset, whether there is any impairment is determined in accordance with the provisions of Accounting Standard for Business Enterprises No. 8 - Asset Impairment. When an impairment occurs, an impairment provision shall be first made and then determined on the basis of the book value after such provision is made.
- 23. Intangible assets
- (1) Useful life and its basis for determination, estimate, amortization method or review procedure
An intangible asset is an identifiable non-monetary asset without physical substance owned or controlled by the Group.
An intangible asset shall be initially measured at cost. The expenses incurred on an intangible asset shall be recognized as cost of the intangible asset only if it is probable that economic benefits associated with the asset will
flow to the Group and the cost of the asset can be measured reliably. Other expenses shall be recognized in the current profits and losses when incurred.
Land use right acquired shall normally be recognized as an intangible asset. For self-constructed buildings (e.g. plants), the expenses on the land use right and cost of the buildings shall be separately accounted for as an intangible asset and fixed asset. For buildings and structures purchased, the purchase consideration shall be allocated among the land use right and the buildings on a reasonable basis. In case there is difficulty in making a reasonable allocation, the consideration shall be recognized in full as a fixed asset.
An intangible asset with a definite useful life is amortized on average and by stages using the straight line method by deducting the estimated net residual value and accrued provision for impairment loss from the original value over the estimated useful life from the time when it is available for use. An intangible asset with an indefinite useful life is not amortized.
During the end of the period, the Company shall check the useful life and the amortization method of intangible assets with limited useful life and carry out accounting estimate change in case that a change happens. In addition, the Company shall check the useful life of intangible assets with indefinite useful life. If there are evidences showing that the intangible assets can bring economic benefit for the Company within the foreseeable period, the Company shall estimate the useful life and carry out amortization according to the amortization policy for intangible assets with finite useful life.
The Group’s intangible assets include land use rights, software, franchise rights, patent technology, non-patent technology, and trademarks. The amortization periods and conditions for the main intangible assets are as follows:
- ① Land use rights are amortized over the remaining useful life specified in the land use right certificate, with
an average annual amortization period of 30-50 years. When the purchase price of land and buildings cannot be reasonably allocated between land use rights and buildings, the entire amount is treated as fixed assets.
- ② Software, patent technology, and non-patent technology are amortized over the estimated useful life of 10
years, with an average annual amortization period.
- ③ Franchise rights are amortized over the estimated useful life of 30 years, with an average annual
amortization period.
- (2) Scope of R&D expenses and related accounting treatment The scope of our Company’s R&D expenses is primarily determined based on the Company’s R&D projects.
It includes R&D personnel salaries, direct input costs, depreciation and amortization expenses, design and testing expenses, outsourced R&D expenses, and other expenses.
The Group classifies the expense on an internal R&D project into expense at the research phase and expense at the development phase.
Research is the original and planned investigation undertaken with the objective of acquiring and understanding new scientific or technical knowledge. Expense at the research phase is recognized in the current profits and losses when incurred.
Development is the application of research findings or other knowledge to a plan or design prior to commercial production or use, for the production of new or substantially improved materials, devices, products and so on. Expenditures incurred during the development phase shall be capitalised if all of the following conditions are met. Expenditures in the development phase that fail to satisfy any of the conditions below shall be recognized in profit or loss for the current period:
- ① It is technically feasible to complete the intangible asset so that it will be available for use or sale;
- ② It is intended to complete and to use or sell the intangible asset;
- ③ It can be demonstrated how the intangible asset will generate economic benefits, including demonstrating that there is an existing market for products produced by the intangible asset or for the intangible asset itself, and that it can be proven to be useful if the intangible asset is to be used internally;
- ④ There are adequate technical, financial and other resources to complete the development and the ability to use or sell the intangible assets;
- ⑤ The expense attributable to the intangible asset at its development phase can be reliably measured.
All the expenses on R&D which cannot be distinguished between the research phase and development phase are recognized in the profits and losses when incurred.
(3) The impairment testing method and provision for impairment of intangible assets
For the impairment testing method and provision for impairment of intangible assets, please refer to Section
- 24 of “Impairment of long-term assets” under Note V.
24. Impairment of long-term assets
For non-current non-financial assets such as fixed assets, construction in progress, right of use assets, intangible assets with limited useful life, investment real estate measured at cost and long-term equity investments in subsidiaries, joint ventures and associates, the Group determines whether there are signs of impairment on the balance sheet date. If the asset shows signs of impairment, the recoverable amount is estimated, and impairment test is conducted. Goodwill, intangible assets with indefinite useful lives and intangible assets that have not yet ready for use are tested annually for impairment regardless of whether there is an indication of impairment.
If the impairment test results show that the recoverable amount of an asset is lower than its carrying value, the impairment provision shall be made and the impairment loss shall be recorded according to the difference. The recoverable amount is the higher between the net value of the fair value of the asset less the disposal expense and the present value of the estimated future cash flow of the asset. The fair value of the asset is determined based on the sales agreement price in fair transactions. Where there is no sales agreement but there is an active market for the asset, the fair value shall be determined according to the buyer’s bid for the asset. Where there is neither sales agreement nor active market for the asset, the fair value of the asset is estimated based on the best information available. Disposal costs include legal costs associated with the disposal of the asset, related taxes, removal costs and direct costs incurred to bring the asset to marketable status. The present value of the expected future cash flow of the asset shall be determined according to the discounted amount of the expected future cash flow generated by
the asset in the process of continuous use and final disposal, which is converted according to the appropriate discount rate. The asset impairment provision is calculated and recognized on a single asset basis. If it is difficult to estimate the recoverable amount of a single asset, the recoverable amount of the asset group to which the asset belongs shall be determined. An asset group is the smallest portfolio of assets that can independently generate cash inflows.
For the goodwill presented separately in the financial statements, when tested for impairment, the book value of goodwill will be apportioned to the asset group or combination of asset groups expected to benefit from the synergies of the business combination. Where the test results indicate that the recoverable amount of an asset group or combination of asset groups containing the apportioned goodwill is less than its book value, the corresponding impairment loss is recognized. The impairment loss amount is first set off against the book value of the goodwill apportioned to the asset group or combination of asset groups and then set off against the book value of other assets based on the proportion of the book value of each asset other than goodwill in the asset group or combination of asset groups.
Once the above asset impairment loss is recognized, it shall not be reversed in subsequent accounting periods for the part whose value is restored.
- 25. Long-term deferred expenses
Long-term unamortized expenses are the expenses that have been incurred but shall be borne in the reporting period and subsequent periods for a period of assessment of more than one year. The Group’s long-term deferred expenses mainly consist of building renovations and project improvements. These long-term deferred expenses are amortized using the straight-line method over the estimated period of benefit.
- 26. Contractual liabilities
The contractual liabilities refer to the obligation of the Group to transfer goods to customers for consideration received or receivable. If the customer has paid the contractual consideration or the Group has obtained an unconditional right of collection prior to the transfer of goods by the Group to the customer, the Group presents the amount received or receivable as a contractual liability on the date when the actual payment is made by the customer or the payment due date, whichever is earlier. Contractual assets and contractual liabilities under the same contract are presented on a net basis, and contractual assets and contractual liabilities under different contracts are not offset.
- 27. Employee compensation
- (1) Accounting treatment for short-term employee compensation
The employee compensation of the Group includes short-term compensation, post-employment benefits, termination benefits and other long-term employee benefits. Where:
Short-term compensation mainly includes wages, bonuses, allowances and subsidies, employee welfare expenses, medical insurance premiums, maternity insurance premiums, work-related injury insurance premiums, housing provident funds, union funds and employee education funds, non-monetary benefits, etc. The Group recognizes short-term employee compensation actually incurred during the accounting period in which employees provide services to the Group as a liability and includes it in current profits and losses or related asset cost. Nonmonetary benefits are measured at fair value.
(2) Accounting treatment for post-employment benefits
Post-employment benefits mainly include basic pension insurance, unemployment insurance and annuity. The post-employment benefits plan includes the establishment of a defined contribution plan and the establishment of a defined benefit plan. If a defined contribution plan is adopted, the corresponding amount due is included in the relevant asset cost or current profits and losses at the time of occurrence.
If the employment relationship with the employee is terminated before the expiration of the employee’s employment contract, or a compensation proposal is made to encourage the employee to voluntarily accept the reduction, the employee compensation liabilities arising from termination benefits shall be recognized and included in current profits and losses when the Group cannot unilaterally withdraw the termination benefits provided as a result of the termination plan or the reduction proposal, or the Group recognizes the costs associated with the reorganization involving the payment of termination benefits, whichever is earlier. However, if the termination benefits cannot be fully paid within 12 months after the end of the annual reporting period, they shall be treated as other long-term employee compensations.
(3) Accounting treatment for termination benefits
Internal employee retirement plans are treated in the same way as the termination benefits mentioned above. The Group will recognize the salary of internal retirees and social insurance premiums to be paid during the period from the date the employee ceases to provide service to the normal retirement date in the current profits and losses (termination benefits) when the conditions for recognition of the estimated liabilities are met.
(4) Accounting treatment for other long-term employee benefits
Other long-term employee benefits provided by the Group to employees that meet the defined contribution plan are accounted for in accordance with the defined contribution plan. Other benefits shall be accounted for in accordance with the defined benefit plan.
28. Estimated liabilities
An obligation relating to a contingency is recognized as an estimated liability when the following conditions are met: (1) The obligation is a current obligation undertaken by the Group; (2) The performance of the obligation is likely to result in the outflow of economic benefits; (3) The amount of the obligation can be measured reliably.
On the balance sheet date, estimated liabilities are measured according to the best estimate of expenses required to meet the relevant current obligations, taking into account factors such as risks, uncertainties and the time value of money associated with contingencies.
If all or part of the expenses required to pay off the estimated liabilities are expected to be compensated by a third party, the compensation amount shall be recognized separately as an asset when it is basically determined that it can be received, and the recognized compensation amount shall not exceed the book value of the estimated liabilities.
(1) Loss-making contract A loss-making contract is a contract in which the cost of fulfilling the contractual obligation inevitably exceeds
the expected economic benefit. If the contract to be executed becomes a loss-making contract and the obligations
arising from the loss-making contract meet the conditions for recognition of the above-mentioned estimated liabilities, the portion of the estimated loss of the contract exceeding the recognized impairment loss (if any) of the underlying asset of the contract is recognized as an estimated liability.
(2) Reorganization obligation For a detailed, formal reorganization plan that has been announced to the public, the estimated liability amount
is determined on the basis of direct expenses related to the reorganization, subject to meeting the conditions for recognition of the estimated liabilities described above.
29. Share-based payments
(1) Accounting treatment for share-based payment Share-based payments are transactions in which equity instruments are granted or liabilities are assumed on the
basis of equity instruments in exchange for services rendered by employees or other parties. The share-based payments are divided into equity-settled share-based payment and cash-settled share-based payment.
① Equity-settled share-based payments
Equity-settled share-based payments in exchange for services rendered by employees shall be measured at days the fair value of the equity instruments granted to employees. For the equity-settled share-based payment that can only be vested after services during a waiting period are provided, or required performance conditions are met, the amount of such fair value is calculated on a straight-line basis, based on the best estimate of the number of equity instruments that can be vested during the waiting period, and is included in the relevant costs or expenses, or if available immediately after grant, included in the relevant costs or expenses on the grant date, increasing capital reserves accordingly.
On each balance sheet date during the waiting period, the Group makes the best estimate based on the latest follow-up information such as changes in the number of employees that satisfy vesting conditions, and revises the number of equity instruments expected to be vested. The impact of the above estimates is included in the relevant costs or expenses for the period, and capital reserves are adjusted accordingly.
The equity-settled share-based payments in exchange for services rendered by other parties shall be measured
- at the fair value of the services on the acquisition date if the fair value of services rendered by other parties can be reliably measured. However, if the fair value of services rendered by other parties cannot be reliably measured, but the fair value of the equity instruments can be reliably measured, the equity-settled share-based payments shall be measured at the fair value of the equity instruments on the acquisition date of the services, and included in the relevant costs or expenses, increasing shareholders’ equity correspondingly.
When the fair value of equity instruments granted cannot be reliably measured, the intrinsic value of the equity instruments is used to measure their value on the grant date, subsequent balance sheet dates, and settlement dates. Changes in the intrinsic value are recognized in the current period’s income statement.
② Cash-settled share-based payments A cash-settled share-based payment shall be measured in accordance with the fair value of liability determined
based on the shares or other equity instruments undertaken by the Group. If the cash-settled share-based payment
can be vested immediately after granting, it shall be included in the relevant costs or expenses on the grant date, increasing the liabilities correspondingly. For the cash-settled share-based payment that can only be vested after services during a waiting period are provided or required performance conditions are met, on each balance sheet date during the waiting period, the services obtained during the current period are included in the cost or expense at the fair value of the liabilities assumed by the Group based on the best estimate of the situation of vesting, increasing the corresponding liabilities correspondingly.
The Group shall, on each balance sheet date and each account date prior to the settlement of the relevant liabilities, re-measure the fair values of the liabilities and include the changes in the current profits and losses.
(2) Accounting treatment for modification and termination of share-based payment plan
When the Group makes a modification to the share-based payment plan, if the modification increases the fair value of the equity instrument granted, the increase in services obtained is recognized in accordance with the increase in the fair value of the equity instrument. The increase in the fair value of equity instruments refers to the difference between fair values of the equity instruments before and after the modification on the date of modification. If a modification reduces the total fair value of share-based payments or is otherwise unfavorable to the employees, the acquired services continue to be accounted for as if the change never occurs, unless the Group cancels some or all of the equity instruments granted.
If a grant of equity instruments is canceled during the waiting period, the Group treats the cancellation of the granted equity instruments as accelerated exercise of right and includes the amount to be recognized over the remaining waiting period in the current profits and losses immediately, and recognizes the capital reserve at the same time. If employees or other parties can choose to meet the non-vesting conditions but have not met the conditions within the waiting period, the Group treats it as cancellation of equity instruments granted.
(3) Accounting treatment for share-based payment transactions involving the shareholders or de facto controllers of the Group and Company
Transactions involving share payments between the shareholders or de facto controllers of the Group and Company are accounted for in the Group’s consolidated financial statements in accordance with the following provisions if either one of the settlement enterprises and receiving enterprises is within the Group, while the other one is outside the Group:
① If the settlement enterprise settles by its own equity instruments, the share-based payment transaction shall be treated as the equity-settled share-based payment; otherwise, they shall be treated as the cash-settled share-based payment.
If the settlement enterprise is an investor of the enterprise receiving the services, it shall be recognized as a long-term equity investment in the enterprise receiving the services according to the fair value of the equity instrument on the grant date or the fair value of the liability assumed, and the capital reserve (other capital reserve) or liability shall be recognized at the same time.
② If the enterprise receiving the services has no settlement obligation or the equity instrument granted to its employees is its own equity instrument, the share-based payment transaction shall be treated as the equity-settled
share-based payment. If the enterprise receiving the services has settlement obligation and the equity instrument granted to its employees is not its own equity instrument, the share-based payment transaction shall be treated as the cash-settled share-based payment.
For the share-based payment transaction occurring among the enterprises within the Group, where the enterprise receiving the services and the settlement enterprise are not the same enterprise, the recognition and measurement of the share-based payment transaction in the individual financial statements of the enterprise receiving the services and the settlement enterprise shall be processed in accordance with the above principles.
- 30. Revenue Disclose the accounting policies for revenue recognition and measurement by business type
Revenue is the total inflow of economic benefits arising from the Group’s ordinary activities that would result in an increase in shareholders’ equity and are unrelated to capital contributions by shareholders. When the contract between the Group and the customer meets the following conditions, revenue is recognized when the customer obtains control of the relevant goods (including services, the same below) : The parties to the contract have approved the contract and undertake to perform their obligations; The contract specifies the rights and obligations of the parties to the contract in relation to the goods transferred or the provision of services; The contract has clear payment terms related to the transferred goods; The contract is commercial in nature, i.e. the performance of the contract will change the risk, timing or amount of the Group’s future cash flows; The consideration to which the Group is entitled as a result of the transfer of goods to customers is likely to be recovered. Gaining control of the relevant goods means being able to dominate the use of that goods and derive almost all of the economic benefits from it.
On the commencement date of the contract, the Group identifies the individual performance obligation existing in the contract and allocates the transaction price to each individual performance obligation in proportion to the individual selling price of the goods promised by each individual performance obligation. Factors such as variable consideration, significant financing elements in the contract, non-cash consideration, and consideration payable to customers are considered in determining the transaction price.
For each individual performance obligation in the contract, the Group will recognize the transaction price allocated to the individual performance obligation in accordance with the performance progress during the relevant performance period as revenue if one of the following conditions is met: The customer acquires and consumes the economic benefits arising from the Group’s performance at the same time as the Group fulfills its obligations; The customer can control the goods under construction in the course of the Group’s performance; The goods produced in the course of the Group’s performance have irreplaceable uses and the Group is entitled to receive payment throughout the contract period for the cumulative part of the performance completed to date. The performance progress is determined by the input or output method, depending on the nature of the goods transferred. When the performance progress cannot be reasonably determined, and the costs incurred by the Group are expected to be compensated, revenue is recognized at the amount of the costs incurred until the progress of performance can be reasonably determined.
If one of the above conditions is not met, the Group recognizes revenue at the point at which the customer obtains control of the relevant goods at the transaction price apportioned to the individual performance obligation.
In determining whether a customer has acquired control of the goods, the Group considers the following indications: The enterprise has the current right of collection in respect of the goods, that is, the customer has the current payment obligation in respect of the goods; The enterprise has transferred the legal ownership of the goods to the customer, that is, the customer has the legal ownership of the goods; The enterprise has physically transferred the goods to the customer, that is, the customer has physically possessed the goods; The enterprise has transferred the main risks and returns in the ownership of the goods to the customer, that is, the customer has obtained the main risks and returns in the ownership of the goods; The customer has accepted the goods; Other indications that the customer has taken control of the goods.
Revenue recognition principles for specific scenarios are as follows:
(1) Domestic sales: Revenue is recognized when control is transferred to the customer upon delivering the products to the
customer’s specified location and obtaining customer acknowledgement through a signed confirmation, as stipulated in the sales contract or order.
Revenue is recognized when control is transferred to the customer upon delivering the products to the customer’s specified location and completing the customer's inspection based on relevant standards, as stipulated in the sales contract or order.
Revenue is recognized when the services have been provided, and the right to collect service fees is obtained.
(2) International sales: Revenue is recognized when control is transferred to the customer upon the products being dispatched and
customs clearance procedures being completed, as stipulated in the sales contract or order.
Situations where similar businesses adopt different operation models involving different revenue recognition methods and measurement methods: Not applicable.
31. Contract cost
Incremental cost incurred by the Group to acquire contract that is expected to be recovered is taken as the contract acquisition cost and recognized as an asset. However, if the amortization period of the asset does not exceed one year, it is included in the current profits and losses when it occurs.
The cost incurred for the performance of the contract is recognized as an asset if it does not fall within the scope of Accounting Standard for Business Enterprises No. 14 - Revenue (Revised in 2017) and meets the following conditions: ① The cost is directly related to a current or anticipated contract, including direct labor, direct materials, manufacturing expenses (or similar expenses), cost expressly borne by the customer, and other costs incurred solely
- as a result of the contract; ② This cost increases the Group’s future resources to meet its performance obligations;
③ This cost is expected to be recovered.
Assets related to contract costs are amortized on the same basis as for the recognition of the commodity revenue associated with the assets and are recognized in current profits and losses.
When the carrying amount of an asset related to contract costs exceeds the difference between the following
two amounts, an impairment provision is recognized for the excess amount, and an asset impairment loss is recognized: (1) The expected remaining consideration to be obtained from transferring the goods related to that asset. (2) The estimated costs necessary to complete the transfer of the related goods. If there is a change in the factors that led to impairment in previous periods, resulting in the difference between (1) minus (2) exceeding the carrying amount of the asset, the previously recognized impairment provision is reversed and recognized in the current period’s income statement. However, the carrying amount of the asset after the reversal should not exceed the carrying amount of the asset on the date of the reversal, assuming no impairment provision had been recognized.
32. Government subsidy
Government subsidy refers to the cash and bank balance and non-cash and bank balance that the Group obtains from the government free of charge, excluding the capital invested by the government as an investor with the corresponding owners’ equity. Government subsidies are divided into asset-related government subsidies and income-related government subsidies. The Group defines government subsidies obtained for the acquisition or otherwise formation of long-term assets as asset-related government subsidies. Other government subsidies are defined as income-related government subsidies. If the government document does not specify the recipients of the subsidies, the subsidies divided into asset-related government subsidies and income-related government subsidies in the following way: (1) If the government documents specify the specific project for which the subsidy is targeted, the division shall be made according to the relative proportion of the disbursement amount forming assets and the disbursement amount included in the expenses in the budget of the specific project, and the division proportion shall be reviewed on each balance sheet date and changed if necessary; (2) Where the government document only has a general description of the purpose and no specific project is specified, it shall be regarded as an income-related government subsidy. For a government subsidy in the form of transfer of cash and bank balance, the subsidy is measured at the amount received or receivable. For a government subsidy in the form of transfer of non-cash and bank balance, it is measured at fair value; if the fair value cannot be reliably determinable, the subsidy is measured
- at nominal amount. Government subsidies measured at nominal amounts are directly included in current profits and losses.
The Group usually recognizes and measures government subsidies in accordance with the amount actually received when they are actually received. However, government subsidies are recognized at the amount receivable if there is evidence that the Group can meet the relevant conditions specified in the financial support policy at the end of the period and the Group is expected to receive the financial support funds. Government subsidies measured at the amounts receivable shall also meet the following conditions: (1) The amount of the receivable subsidies has been confirmed by the competent government department in writing, or can be reasonably calculated according to the relevant provisions of the officially issued measures for the management of financial funds, and there is no significant uncertainty in the estimated amount; (2) It is based on the financial support projects and financial fund management measures officially issued by the local financial department and actively disclosed in accordance with the provisions of the Regulations on the Disclosure of Government Information, and the management measures should be inclusive (that is, any enterprise that meets the prescribed conditions can apply), rather than specifically formulated for specific enterprises; (3) The relevant grant approval has clearly promised the disbursement period,
and the disbursement of the amount is guaranteed by the corresponding financial budget, so it can be reasonably guaranteed that it can be received within the specified period; (4) Other relevant conditions that should be met based on the specific circumstances of the Group and the grant in question (if any).
Asset-related government subsidies are recognized as deferred income and included in the current profits and losses over the useful life of the related assets in accordance with a reasonable and systematic method. Incomerelated government subsidies that compensate the future costs, expenses or losses are recorded as deferred income and recognized in current profits and losses in the period in which the related costs, expenses or losses are recognized; Income-related government subsidies that compensate the incurred expenses or losses are included directly in the current profits and losses.
For government subsidies that contain both parts related to assets and parts related to income, accounting treatments shall be made separately for different parts. If it is difficult to distinguish, it shall be classified as the income-related government subsidy.
Government subsidies related to ordinary activities are recorded in other income in accordance the substance of economic operations. Government subsidies unrelated to daily activities are included in non-operating revenue and expense.
When confirmed government subsidies need to be returned and there is a related balance of deferred income, the related deferred income balance is offset. Any excess amount is recognized in the current period’s income statement or adjusted against the carrying value of the asset (for government subsidies that were initially offset against the carrying value of the asset); in other cases, it is recognized directly in the current profits and losses.
33. Deferred income tax assets/deferred income tax liabilities
(1) Current income tax
The current income tax liabilities (or assets) generated in the current period and previous periods are measured on the balance sheet date in accordance with the expected payable (or refunded) income tax amount calculated according to the tax law. The taxable income amount on which the current income tax expense is calculated is based on the corresponding adjustment of the pre-tax accounting profit of the reporting period in accordance with the relevant provisions of the tax law.
(2) Deferred income tax assets and deferred income tax liabilities The deferred income tax assets and deferred income tax liabilities can be determined with the balance sheet
liability method, based on the difference between the book value of certain assets and liabilities and the tax basis,
- as well as the temporary difference between the tax basis and the book value of the items not recognized as assets and liabilities but whose tax basis can be determined according to the tax law.
For taxable temporary differences relating to the initial recognition of goodwill and the initial recognition of assets or liabilities arising from transactions that are neither a business combination nor affect accounting profit and taxable income (or deductible losses) at the time of occurrence, the relevant deferred tax liabilities are not recognized (except for individual transactions in which the initial recognition of assets and liabilities results in equal amounts of taxable temporary differences and deductible temporary differences). In addition, for taxable temporary
differences related to investments in subsidiaries, associates and joint ventures, deferred tax liabilities are not recognized if the Group is able to control the timing of the reversal of the temporary difference and it is likely that the temporary difference will not be reversed in the foreseeable future. Subject to the above exceptions, the Group recognizes all other deferred tax liabilities arising from taxable temporary differences.
For deductible temporary differences relating to the initial recognition of assets or liabilities arising from transactions that are neither a business combination nor affect accounting profit and taxable income (or deductible losses) at the time of occurrence, the relevant deferred tax assets are not recognized (except for individual transactions in which the initial recognition of assets and liabilities results in equal amounts of taxable temporary differences and deductible temporary differences). For deductible temporary differences associated with investments in subsidiaries, associates and joint ventures, the relevant deferred tax asset is not recognized if it is not likely that the temporary differences will reverse in the foreseeable future and it is not likely that taxable income will be available against which the deductible temporary differences can be utilized in the future. Subject to the above exceptions, the Group recognizes other deferred income tax assets arising from deductible temporary differences to the extent that it is probable that taxable income will be available against which deductible temporary differences can be utilized.
For the deductible losses and tax credits that can be carried forward to future years, the Group recognizes the corresponding deferred tax assets to the extent that it is probable that future taxable income will be available against which the deductible losses and tax credits can be utilized.
On the balance sheet date, deferred income tax assets and deferred income tax liabilities are measured at the tax rates that are expected to apply in the period in which the asset is recovered or the liability is settled according to the tax law.
On the balance sheet date, the Group reviews the book value of deferred income tax assets. If no sufficient taxable income is probably obtained in the future to offset the benefits of deferred income tax assets, the book value of the deferred income tax assets shall be written down. When it is probable to obtain sufficient taxable income taxes, such write-off amount shall be reversed.
(3) Income tax expense Income tax expenses include current income tax expenses and deferred income tax expenses.
Except for current income tax and deferred income tax related to transactions and events recognized as other comprehensive income or directly included in shareholders’ equity, and the book value of deferred income tax adjusted goodwill resulting from business combination, the remaining current income tax and deferred income tax expenses or gains are included in current profits and losses.
(4) Offsetting of income tax If the Group has the legal right to settle on a net basis, and intends to settle on a net basis or acquire assets and
settle liabilities simultaneously, the current income tax assets and current income tax liabilities are presented on a net basis after offsetting.
If the Group has a legally enforceable right to settle current income tax assets and liabilities on a net basis,
and the deferred income tax assets and liabilities are related to the income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities, which intend either to settle current income tax assets and liabilities on a net basis or to realize the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred income tax assets and liabilities are expected to be reversed, the deferred income tax assets and liabilities can be offset and presented on a net basis.
- 34. Leases
- (1) Accounting treatment as the lessee
Leasing refers to contracts in which the Group conveys or acquires the right to control the use of one or more identified assets for a specified period in exchange for consideration. At the commencement date of a contract, the Group assesses whether the contract is a lease or contains a lease component.
The Group’s lease assets are mainly housing and buildings.
① Initial measurement
On the date of commencement of the lease term, the Group recognizes the right to use the lease asset during the lease term as a right of use asset and recognizes the present value of the outstanding lease payments as a lease liability, except for short-term leases and low value asset leases. When calculating the present value of lease payments, the interest rate implicit in the lease is used as the discount rate. If the interest rate implicit in the lease cannot be determined, the lessor’s incremental borrowing rate is used as the discount rate.
② Subsequent measurement
The Group shall depreciate the right of use assets in accordance with the relevant depreciation provisions of Accounting Standard for Business Enterprises No. 4 - Fixed Assets (see Section 19 “Fixed assets” under Note
- V for details). If the ownership of the leased asset can be reasonably determined at the end of the lease term, the Group shall depreciate the leased asset during the remaining useful life. Where it is unable to reasonably determine the ownership of the leased asset at the end of the lease term, the Group shall make depreciation provision over the lease term or the remaining useful life of the leased asset, whichever is shorter.
The Group calculates the interest expense on lease liabilities for each period of the lease term at a fixed periodic rate, which is included in the current profits and losses, or the relevant asset costs. Variable lease payments that are not included in the measurement of the lease liability are recognized in current profits and losses, or the relevant asset costs when they are actually incurred.
After the commencement date of the lease term, when there is a change in the substantive fixed payment amount,
a change in the amount expected to be payable for the guaranteed residual value, a change in the index or rate used to determine the lease payment amount, or a change in the evaluation result or actual exercise of the purchase option, renewal option or termination option, the Group remeasures the lease liability at the present value of the changed lease payment amount and adjusts the carrying value of the right-of-use asset accordingly. If the book value of the right-of-use asset has been reduced to zero but the lease liability is subject to further reduction, the Group recognizes the remaining amount in current profits and losses.
③ Short-term leases and leases of low-value assets
For short-term leases (leases with a lease term of not more than 12 months since the commencement date of the lease) and low-value asset leases (the value of a single lease asset, which is a brand-new asset, is lower than either RMB 40,000 or USD 5,000), the Group adopts a simplified approach whereby the right of use assets and lease liabilities are not recognized and the lease payments are recognized in the relevant asset cost or current profits and losses in accordance with the straight-line method or other systematic and reasonable methods during the various periods of the lease term.
(2) Accounting treatment as the lessor
On the inception date of the lease, the Group classifies the lease as a finance lease and an operating lease based on the substance of transaction. A finance lease is a lease that transfers substantially all the risks and returns associated with ownership of the leased asset. An operating lease is a lease other than a finance lease.
① Operating lease Lease receipts under operating leases are recognized as rental income on a straight-line basis over the respective
periods of the lease term. Variable lease payments acquired in connection with operating leases that are not included in the lease receipts are recognized in current profits and losses when they are actually incurred.
② Finance lease
The Group recognizes finance lease receivables and derecognizes finance lease assets on the commencement date of the lease term. Finance lease receivables are initially measured at the net lease investment (the sum of the unsecured balance and the unreceived lease proceeds on the commencement date of the lease term at the present value discounted with the intrinsic interest rate of the lease), and interest income is recognized during the lease term
- at a fixed periodic interest rate. Variable lease payments obtained by the Group which are not included in the net lease investment measurement are recognized in current profits and losses when they are actually incurred.
- 35. Segment Reporting The Company determines its operating segments on the basis of its internal organizational structure,
management requirements and internal reporting system. An operating segment of the Company is a component that satisfies all of the following conditions simultaneously:
- 1. The component is capable of generating revenues and incurring expenses in its ordinary-course
activities;
- 2. The management regularly evaluates the component’s operating results for the purposes of
resource-allocation decisions and performance assessment;
- 3. Relevant accounting information concerning the component’s financial position, operating results and
cash flows can be obtained through analysis.
- 36. Other significant accounting policies and accounting estimates Share repurchase
Consideration and transaction costs paid in share repurchases reduce shareholders’ equity and no profits or losses is recognized when shares of the Company are repurchased, transferred or cancelled.
For the transfer of treasury shares, the difference between the amount actually received and the book value of
treasury shares shall be included in the capital reserve. If the capital reserve is insufficient for deduction, the surplus reserve and undistributed profits shall be deducted. For the cancellation of treasury shares, the share capital shall be reduced according to the par value of the shares and the number of shares cancelled, and the difference between the book balance and the par value of treasury shares shall be charged to the capital reserve. If the capital reserve is insufficient for deduction, the surplus reserve and undistributed profits shall be deducted.
- 37. Changes in significant accounting policies and accounting estimates
- (1) Changes in significant accounting policies
☑ Applicable □ Not applicable
① Effective January 1, 2026, the Company has adopted the provisions of Accounting Standards Interpretation
No. 19 issued by the Ministry of Finance, “Accounting Treatment of Indemnification Assets in a Business Combination Not Under Common Control,” and applied a retrospective adjustment to indemnification assets existing as at January 1, 2026.
This change in accounting policy has no impact on the Company’s financial statements.
② Effective January 1, 2026, the Company has adopted the provisions of Accounting Standards Interpretation
No. 19 issued by the Ministry of Finance, “Accounting Treatment of Relevant Capital Reserve upon Disposal of a-Subsidiary Previously Acquired through a Business Combination Under Common Control,” with retrospective adjustment made accordingly.
This change in accounting policy has no impact on the Company’s financial statements.
③ Effective January 1, 2026, the Company has adopted the provisions of Accounting Standards Interpretation
No. 19 issued by the Ministry of Finance, “Derecognition of Financial Liabilities Settled via Electronic Payment Systems.” In accordance with the transitional requirements between the old and new standards, comparative-period information shall not be restated. The cumulative effect at the date of initial application shall be adjusted against opening retained earnings and other relevant items in the financial statements for the current reporting period.
This change in accounting policy has no impact on the Company’s financial statements.
④ Effective January 1, 2026, the Company has adopted the provisions of Accounting Standards Interpretation
- No. 19 issued by the Ministry of Finance, “Assessment of Contractual Cash-flow Characteristics of Financial Assets and Related Disclosures.” In accordance with the transitional requirements between the old and new standards, comparative-period information shall not be restated. The cumulative effect at the date of initial application shall be adjusted against opening retained earnings and other relevant items in the financial statements for the current reporting period.
This change in accounting policy has no impact on the Company’s financial statements.
⑤ Effective January 1, 2026, the Company has adopted the provisions of Accounting Standards Interpretation
- No. 19 issued by the Ministry of Finance, “Disclosures for Equity Instruments Designated as Measured at Fair Value Through Other Comprehensive Income.”
⑥ Effective January 1, 2026, the Company has adopted the provisions of Accounting Standards Interpretation
- No. 20 issued by the Ministry of Finance, “Assessment of Contractual Cash-flow Characteristics of Financial Assets.” In accordance with the transitional requirements between the old and new standards, comparative-period information shall not be restated. The cumulative effect at the date of initial application shall be adjusted against opening retained earnings and other relevant items in the financial statements for the current reporting period.
This change in accounting policy has no impact on the Company’s financial statements.
- ⑦ Effective January 1, 2026, the Company has adopted the provisions of Accounting Standards Interpretation
- No. 20 issued by the Ministry of Finance, “Accounting Treatment and Related Disclosures in the Absence of Currency Convertibility.” Pursuant to the transitional requirements between the old and new standards, comparative-period information shall not be restated. Where an entity reports foreign-currency transactions in its functional currency and determines that such foreign currency is not convertible into its functional currency, it shall translate affected foreign-currency monetary items and non-monetary items measured at fair value in a foreign currency using the estimated spot exchange rate at the date of initial application; the effect of initially applying this Interpretation shall be adjusted against opening retained earnings. Where an entity’s presentation currency differs from its functional currency, or when translating the financial position and operating results of a foreign operation, and a lack of convertibility is identified between the entity’s / foreign operation’s functional currency and the entity’s presentation currency, the entity shall translate affected assets and liabilities using the estimated spot exchange rate at the date of initial application. If the entity’s functional currency is subject to hyperinflation, affected equity items shall also be translated at the estimated spot exchange rate at the date of initial application. The impact arising from initial-application of this Interpretation shall be treated as an adjustment to the accumulated amount of translation differences (recognized as a separate component of equity).
This change in accounting policy has no impact on the Company’s financial statements.
(2) Changes in significant accounting estimates
□ Applicable ☑ Not applicable
(3) First-time implementation of the new accounting standard in 2026 to adjust relevant items in the financial statements at the beginning of the year of first-time implementation
□ Applicable ☑ Not applicable
- 38. Others: None.
VI. Taxation
- 1. Main tax types and tax rates
| Tax type | Taxation basis | Tax rate |
|---|---|---|
| Value-added tax | General Taxation Method: the balance of output VAT for the current period after deducting input VAT for the current period. Simplified Taxation Method: sales amount for the current period multiplied by the levy rate. | 13%, 9%, 6%, 3%, 0% |
| Consumption tax | Quantity-based collection and pricebased collection | Price-based collection: 15%, 10%; Quantitybased collection: 20% plus RMB 0.5 per 0.5kg (or 500 mL) |
| Urban maintenance and construction tax<br><br> | Amount of turnover tax payables | 7%, 5%, 1% |
| Education surcharge | Amount of turnover tax payables | 3% |
| Local education surcharge | Amount of turnover tax payables | 2% |
|---|---|---|
| Enterprise income tax | Taxable income | 25%, 20%, 16.5%, 15%, 8.25% |
If there are taxable entities with different corporate income tax rates, disclose the description of the situation
| Taxpayer | Income tax rate |
|---|---|
| Yunnan Baiyao Group Co., Ltd. | 15.00% |
| Yunnan Digital Intelligence TCM Development Co., Ltd. | 15.00% |
| Yunnan Baiyao Group Health Products Co., Ltd. | 15.00% |
| Yunnan Baiyao Group Lijiang Pharmaceutical Co., Ltd. | 15.00% |
| Yunnan Baiyao Group Wenshan Qihua Co., Ltd. | 15.00% |
| Yunnan Baiyao Pharmacy Co., Ltd. | 15.00% |
| Yunnan Baiyao Teayield Co., Ltd. | 15.00% |
| Yunnan Baiyao Group Dali Pharmaceutical Co., Ltd. | 15.00% |
| Yunnan Institute of Materia Medica | 15.00% |
| Yunnan Tianzheng Testing Technology Co., Ltd. | 20.00% |
| Yunbaiyao Zhengwu Technology (Shanghai) Co., Ltd. | 20.00% |
| Yunnan Pharmaceutical Xihui Co., Ltd. | 20.00% |
| Beijing Rui’er Testing Technology Co., Ltd. | 20.00% |
| Yunnan Pharmaceutical Jiayuan Co., Ltd. | 20.00% |
| Yunnan Pharmaceutical Tianfu Dahua Co., Ltd. | 20.00% |
| Yunnan Pharmaceutical Diqing Development Co., Ltd. | 20.00% |
| Yunnan Pharmaceutical Pu’er Co., Ltd. | 20.00% |
| Lijiang Yunquan Biological Development Co., Ltd. | 20.00% |
| Yunnan Baiyao Tiancui Business Management Co., Ltd. | 20.00% |
| Beijing Yunzhi Health Management Co., Ltd. | 20.00% |
| Shanghai Wenshu Health Management Co., Ltd. | 20.00% |
| Kunming Yunzhen Medical Technology Co., Ltd. | 20.00% |
| Shanghai Yunyi Medical Technology Co., Ltd. | 20.00% |
| Shanghai Yunpu Medical Technology Co., Ltd. | 20.00% |
| Beijing Yunzhen Medical Aesthetic Clinic Co., Ltd. | 20.00% |
| Shanghai Hanshi Health Consulting Co., Ltd. | 20.00% |
| Shanghai Yunzhenni Medical Aesthetic Outpatient Department Co., Ltd. | 20.00% |
| Yunnan Baiyao Yunzhen International Trade Co., Ltd. | 20.00% |
| Shanghai Yunyao Oral Medical Technology Co., Ltd. | 20.00% |
| Yunnan Fengqing Tea Plant Co., Ltd. | 20.00% |
| Yunnan Baiyao Tianyi Chayuan Lincang Manor Co., Ltd. | 20.00% |
|---|---|
| Tianjin Yunshuda Comprehensive Clinic Co., Ltd. | 20.00% |
| Xingzhong Digital Intelligence TCM Service Co., Ltd of Yunnan Baiyao Group | 20.00% |
| Yunnan Yunyao Nuxiang Co., Ltd. | 20.00% |
| Hangzhou Shanqi Health Industry Co., Ltd. | 20.00% |
| Yunnan Baiyao Group Seed Technology Co., Ltd. | 20.00% |
| Yunnan Baiyao Group (Hainan) Import & Export Trading Co., Ltd. | 20.00% |
| Shaanxi Zhiyun Wenshu Health Services Co., Ltd. | 20.00% |
| Yunnan Baiyao Group Shanghai Co., Ltd. | 20.00% |
| Yunnan Pharmaceutical Xiongyi Co., Ltd. | 20.00% |
| Yunnan Baiyao Group Shanghai Technology Co., Ltd. | 20.00% |
| YNBY Healthcare (Shenzhen) Limited | 20.00% |
| YNBY Healthcare Technology (Yunnan) Co., Ltd. | 20.00% |
2. Preferential tax treatment
- (1) A total of 8 companies, including Yunnan Baiyao Group Co., Ltd, Yunnan Digital Intelligence TCM
Development Co., Ltd, Yunnan Baiyao Group Health Products Co., Ltd, Yunnan Baiyao Group Lijiang Pharmaceutical Co., Ltd, Yunnan Baiyao Group Wenshan Qihua Co., Ltd, Yunnan Baiyao Pharmacy Co., Ltd, Yunnan Baiyao Teayield Co., Ltd, and Yunnan Baiyao Group Dali Pharmaceutical Co., Ltd, enjoy the preferential tax treatment for the Western Development and pay the enterprise income tax at the tax rate of 15%.
- (2) Yunnan Institute of Materia Medica enjoys the preferential tax treatment for high-tech enterprises and pay
the enterprise income tax at the tax rate of 15%.
- (3) For Yunnan Baiyao Group Sanqi Industry Co., Ltd, Yunnan Baiyao Group Tai’an Biotechnology Industry
Co., Ltd and Anguo Juyaotang Pharmaceutical Co., Ltd, the primary processing of agricultural products is exempt from enterprise income tax, and the income other than that is taxed at 25%.
For Lijiang Yunquan Biological Development Co., Ltd, the primary processing of agricultural products is exempt from enterprise income tax, and the income other than that shall be subject to enterprise income tax for small and micro enterprises.
- (4) YNBY International Limited and its profitable Hong‑Kong‑based subsidiaries are eligible for Hong Kong’s
“two‑tiered tax‑rate” policy. Under this policy, the tax rate is 8.25% on the first HKD 2 million of assessable profits for a tax year, and 16.5% on the portion of assessable profits in excess of HKD 2 million. Certain Hong‑Kong‑based subsidiaries of Yunbaiyao Hong Kong Co., Limited and YNBY International Limited are not subject to Hong Kong’s “two‑tiered tax‑rate” policy, as they conduct minor‑scale operations, have no significant operating revenue and generate no assessable profits.
- (5) According to the Announcement of the General Administration of Taxation of the Ministry of Finance on
the Further Implementation of the Preferential Income Tax Policy for Small and Micro Enterprises (Announcement
- by the Ministry of Finance and the State Taxation Administration [2022] No. 13), “the part of the annual taxable
- income of small and micro profit enterprises exceeding RMB 1 million but not exceeding RMB 3 million shall be included in the taxable income at a reduced rate of 25%, and the enterprise income tax shall be paid at a tax rate of 20%. The period of implementation of this announcement is from January 1, 2022 to December 31, 2024,” the Announcement of the General Administration of Taxation of the Ministry of Finance on Preferential Income Tax Policies for Small and Micro Enterprises and Individual Industrial and Commercial Households (Announcement
- by the Ministry of Finance and the State Taxation Administration [2023] No. 6), “the part of the annual taxable income of small and micro profit enterprises that does not exceed RMB 1 million shall be included in the taxable income at a reduced rate of 25%, and the enterprise income tax shall be paid at a tax rate of 20%. The period of enforcement of this Announcement is from January 1, 2023 to December 31, 2024,” and the Announcement of the General Administration of Taxation of the Ministry of Finance on Tax Policies for Further Supporting the Development of Small and Micro Enterprises and Individual Industrial and Commercial Enterprises (Announcement by the Ministry of Finance and the State Taxation Administration [2023] No. 12), “For small, lowprofit enterprises, the taxable income amount shall be calculated at a reduced rate of 25%, and the enterprise income tax shall be paid at a tax rate of 20%. The policy shall be continued until December 31, 2027.” Thirty-four companies, including Yunnan Fengqing Tea Plant Co., Ltd, and Beijing Rui’er Testing Technology Co., Ltd pay enterprise income tax at a tax rate of 20% according to this policy.
- 3. Others: None.
VII. Notes to Items in Consolidated Financial Statements
1. Cash and bank balance Unit: RMB
| Item | Closing balance | Opening balance |
|---|---|---|
| Cash on hand | 172,822.40 | 125,243.29 |
| Bank deposit | 9,451,514,106.22 | 9,042,351,401.06 |
| Other cash and bank balance | 118,217,124.88 | 65,352,523.63 |
| Total | 9,569,904,053.50 | 9,107,829,167.98 |
| Including: Total amount of money deposited overseas<br><br> | 54,213,276.77 | 112,994,332.70 |
Other explanations: None.
2. Financial assets held for trading Unit: RMB
| Item | Closing balance | Opening balance |
|---|---|---|
| Financial assets at fair value through profits or losses<br><br> | 4,751,169,278.18 | 4,192,113,408.43 |
| Including: | ||
| Others | 4,751,169,278.18 | 4,192,113,408.43 |
| Including: | ||
| Total | 4,751,169,278.18 | 4,192,113,408.43 |
Other explanations: The Company adheres to the principle of prudent investment, utilizing idle proprietary funds for wealth management and investment activities while ensuring daily operations and capital security, thereby enhancing corporate returns and
capital utilization efficiency.
- 3. Notes receivable
- (1) Notes receivable by type Unit: RMB
| Item | Closing balance | Opening balance |
|---|---|---|
| Banker’s acceptance bill | 270,909,670.96 | 239,281,210.93 |
| Commercial acceptance bill | 290,000.00 | 85,000.00 |
| Domestic letter of credit | 355,000,000.00 | 346,000,000.00 |
| Total | 626,199,670.96 | 585,366,210.93 |
- (2) Disclosure by the method of provision for bad debts
2026 Interim Report of Yunnan Baiyao Group Co., Ltd.
Unit: RMB
| Category<br><br> | Closing balance | Opening balance | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Book balance | Provision for bad debts | Book value | Book balance | Provision for bad debts | Book value | |||||
| Amount | Proportion | Amount | Provision proportion<br><br> | Amount | Proportion | Amount | Provision proportion<br><br> | |||
| Bills receivable with provision for bad debts by portfolio<br><br> | 626,199,670.96 | 100.00% | 626,199,670.96 | 585,366,210.93 | 100.00% | 585,366,210.93 | ||||
| Including: | ||||||||||
| Banker’s acceptance bill<br><br> | 270,909,670.96 | 43.26% | 270,909,670.96 | 239,281,210.93 | 40.88% | 239,281,210.93 | ||||
| Commercial acceptance bill | 290,000.00 | 0.05% | 290,000.00 | 85,000.00 | 0.01% | 85,000.00 | ||||
| Domestic letter of credit | 355,000,000.00 | 56.69% | 355,000,000.00 | 346,000,000.00 | 59.11% | 346,000,000.00 | ||||
| Total | 626,199,670.96 | 100.00% | 626,199,670.96 | 585,366,210.93 | 100.00% | 585,366,210.93 |
Provision for bad debts by portfolio:
Unit: RMB
| Item | Closing balance | ||
|---|---|---|---|
| Book balance | Provision for bad debts | Provision proportion | |
| Banker’s acceptance bill | 270,909,670.96 | ||
| Commercial acceptance bill | 290,000.00 | ||
| Domestic letter of credit | 355,000,000.00 | ||
| Total | 626,199,670.96 |
147
The explanation for determining the basis of this combination: None. If provision was made for bad debts of notes receivable in accordance with the general expected credit loss model:
□ Applicable ☑ Not applicable
- (3) Provision for bad debts accrued, recovered or reversed during the reporting period
Provision for bad debts accrued during the period: None. Provision for bad debts recovered or reversed during the period:
□ Applicable ☑ Not applicable
- (4) Notes receivable pledged by the Company at the end of the reporting period: None.
- (5) Notes receivable endorsed or discounted by the Company, which were not yet due on the balance sheet
date as at the end of the reporting period
Unit: RMB
| Item | Amount derecognized at the end of the period<br><br> | Amount not derecognized at the end of the period<br><br> |
|---|---|---|
| Banker’s acceptance bill | 310,000.00 | |
| Domestic letter of credit | 497,000,000.00 | |
| Total | 497,310,000.00 |
- (6) Actual write-off of notes receivable for the period: None.
- Accounts receivable
(1) Disclosure by aging
Unit: RMB
| Aging | Closing balance | Opening balance |
|---|---|---|
| Within 1 year (inclusive of 1 year) | 9,934,100,036.23 | 9,956,655,013.57 |
| 1 to 2 years | 996,006,510.56 | 865,042,333.71 |
| 2 to 3 years | 110,621,127.73 | 211,881,274.53 |
| Above 3 years | 76,870,127.26 | 81,486,165.98 |
| Total | 11,117,597,801.78 | 11,115,064,787.79 |
148
2026 Interim Report of Yunnan Baiyao Group Co., Ltd.
(2) Disclosure by the method of provision for bad debts
Unit: RMB
| Category<br><br> | Closing balance | Opening balance | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Book balance | Provision for bad debts | Book value | Book balance | Provision for bad debts | Book value | |||||
| Amount | Proportion | Amount | Provision proportion<br><br> | Amount | Proportion | Amount | Provision proportion<br><br> | |||
| Accounts receivable with provision for bad debts on individual basis<br><br> | 5,666,188.00 | 0.05% | 5,666,188.00 | 100.00% | 0.00 | 5,666,188.00 | 0.05% | 5,666,188.00 | 100.00% | |
| Including: | ||||||||||
| Accounts receivable with provision for bad debts on individual basis<br><br> | 5,666,188.00 | 0.05% | 5,666,188.00 | 100.00% | 0.00 | 5,666,188.00 | 0.05% | 5,666,188.00 | 100.00% | |
| Accounts receivable with provision for bad debts on portfolio basis<br><br> | 11,111,931,613.78 | 99.95% | 929,329,127.50 | 8.36% | 10,182,602,486.28 | 11,109,398,599.79 | 99.95% | 949,339,376.50 | 8.55% | 10,160,059,223.29 |
| Including: | ||||||||||
| Age-based portfolio | 11,111,931,613.78 | 99.95% | 929,329,127.50 | 8.36% | 10,182,602,486.28 | 11,109,398,599.79 | 99.95% | 949,339,376.50 | 8.55% | 10,160,059,223.29 |
| Total | 11,117,597,801.78 | 100.00% | 934,995,315.50 | 8.41% | 10,182,602,486.28 | 11,115,064,787.79 | 100.00% | 955,005,564.50 | 8.59% | 10,160,059,223.29 |
149
Provision for bad debts made on an individual basis:
Unit: RMB
| Name | Opening balance | Closing balance | ||||
|---|---|---|---|---|---|---|
| Book balance | Provision for bad debts<br><br> | Book balance | Provision for bad debts<br><br> | Provision proportion<br><br> | Reason for provision<br><br> | |
| Ningbo Qingbing Biotechnology Co., Ltd.<br><br> | 5,666,188.00 | 5,666,188.00 | 5,666,188.00 | 5,666,188.00 | 100.00% | Little chance of recovery |
| Total | 5,666,188.00 | 5,666,188.00 | 5,666,188.00 | 5,666,188.00 |
Provision for bad debts made on a portfolio basis:
Unit: RMB
| Name<br><br> | Closing balance | ||
|---|---|---|---|
| Book balance | Provision for bad debts | Provision proportion | |
| Age-based portfolio | 11,111,931,613.78 | 929,329,127.50 | 8.36% |
| Total | 11,111,931,613.78 | 929,329,127.50 |
Explanation on the basis for determining the portfolio: None. If provision was made for bad debts of accounts receivable in accordance with the general expected credit loss model:
□ Applicable ☑ Not applicable
(3) Provision for bad debts accrued, recovered or reversed during the reporting period
Provision for bad debts for the period:
Unit: RMB
| Category | Opening balance | Changes in this period | Closing balance | |||
|---|---|---|---|---|---|---|
| Provision | Recovery or reversal<br><br> | Write-off | Others | |||
| Single account receivable with provision for bad debts<br><br> | 5,666,188.00 | 5,666,188.00 | ||||
| Age-based portfolio<br><br> | 949,339,376.50 | 16,897,402.35 | 3,089,632.32 | -23,214.33 | 929,329,127.50 | |
| Total | 955,005,564.50 | 16,897,402.35 | 3,089,632.32 | -23,214.33 | 934,995,315.50 |
Including significant amount recovered or reversed provision for bad debts during the reporting period: None.
(4) Actual write-off of accounts receivable for the period Unit: RMB
| Item | Amount of write-off |
|---|---|
| Actual write-off of accounts receivable | 3,089,632.32 |
Significant write-off of accounts receivable: None. Explanation on write-off of accounts receivable: None.
- (5) Top five customers in closing balance of accounts receivable and contractual assets summarized by debtor Unit: RMB
| Entity name | Closing balance of accounts receivable<br><br> | Closing balance of contractual assets<br><br> | Closing balance of accounts receivable and contractual assets<br><br> | Percentage of total of closing balance of accounts receivable and contractual assets<br><br> | Closing balance of provision for bad debts of account receivable and provision for impairment of contractual assets<br><br> |
|---|---|---|---|---|---|
| Customer A | 589,685,104.67 | 589,685,104.67 | 5.30% | 111,406,193.66 | |
| Customer B | 528,450,977.39 | 528,450,977.39 | 4.75% | 27,423,495.43 | |
| Customer C | 427,238,675.06 | 427,238,675.06 | 3.84% | 21,793,150.27 | |
| Customer D | 253,899,752.49 | 253,899,752.49 | 2.28% | 17,751,371.49 | |
| Customer E | 236,783,795.31 | 236,783,795.31 | 2.13% | 24,573,454.07 | |
| Total | 2,036,058,304.92 | 2,036,058,304.92 | 18.30% | 202,947,664.92 |
- Accounts receivable financing
- (1) Accounts receivable financing by type Unit: RMB
| Item | Closing balance | Opening balance |
|---|---|---|
| Banker’s acceptance bill | 513,382,144.02 | 1,230,423,455.01 |
| Domestic letter of credit | 325,239,244.15 | 451,562,128.92 |
| Total | 838,621,388.17 | 1,681,985,583.93 |
- (2) Classified disclosure according to the method of bad debt provision: None.
- (3) The bad debt provisions accrued, recovered, or reversed during the period: None.
- (4) Financing of receivable pledged by the Company at the end of the reporting period: None.
- (5) Financing of receivable endorsed or discounted by the Company, which was not yet due on the balance sheet date as at the end of the reporting period
Unit: RMB
| Item | Amount derecognized at the end of the period<br><br> | Amount not derecognized at the end of the period<br><br> |
|---|---|---|
| Banker’s acceptance bill | 8,362,529,551.50 | |
| Domestic letter of credit | 492,383,997.93 | |
| Total | 8,854,913,549.43 |
- (6) Financing of the actual write-off of accounts receivable during the reporting period: None.
- (7) Increase/decrease in the financing of accounts receivable and in their fair values during the reporting period: None.
- (8) Other explanations: None.
- 6. Other receivables Unit: RMB
| Item | Closing balance | Opening balance |
|---|---|---|
| Dividends receivable | 232,969,378.60 | 79,875,215.52 |
| Other receivables | 399,426,182.58 | 326,642,028.59 |
| Total | 632,395,561.18 | 406,517,244.11 |
- (1) Interests receivable
- 1) Interests receivable by type: None.
- 2) Major overdue interests: None.
- 3) Disclosure by method of provision for bad debts
□Applicable ☑Not applicable
- 4) Provision for bad debts accrued, recovered or reversed during the reporting period: None.
- 5) Actual write-off of interests receivable during the period: None.
- (2) Dividends receivable
- 1) Dividends receivable by type Unit: RMB
| Project (or investee) | Closing balance | Opening balance |
|---|---|---|
| Shanghai Pharmaceuticals Holding Co., Ltd.<br><br> | 232,969,378.60 | 79,875,215.52 |
| Total | 232,969,378.60 | 79,875,215.52 |
- 2) Significant dividends receivable aged over one year: None.
- 3) Disclosure by the method of provision for bad debts
□Applicable ☑Not applicable
- 4) Provision for bad debts accrued, recovered or reversed during the reporting period: None.
- 5) Actual write-off of dividend receivable during the period: None.
- (3) Other receivables
- 1) Other receivables by nature Unit: RMB
| Nature | Closing book balance | Opening book balance |
|---|---|---|
| Deposits and guarantees | 347,905,012.77 | 261,910,279.76 |
| Borrowings | 2,677,211.78 | 2,677,211.78 |
| Current account and petty cash | 63,419,778.47 | 106,645,507.97 |
| Others | 302,691,456.54 | 316,089,936.01 |
| Total | 716,693,459.56 | 687,322,935.52 |
- 2) Disclosure by aging Unit: RMB
| Aging | Closing book balance | Opening book balance |
|---|---|---|
| Within 1 year (inclusive of 1 year) | 391,944,545.69 | 336,848,203.09 |
| 1 to 2 years | 41,297,727.61 | 17,700,710.11 |
| 2 to 3 years | 12,089,540.86 | 6,347,352.58 |
| Above 3 years | 271,361,645.40 | 326,426,669.74 |
| Total | 716,693,459.56 | 687,322,935.52 |
- 3) Disclosure by the method of provision for bad debts
☑ Applicable □ Not applicable Provision was made for bad debts in accordance with the general expected credit loss model:
Unit: RMB
| Provision for bad debts | Phase I | Phase II | Phase III | Total |
|---|---|---|---|---|
| Expected credit losses for the next 12 months<br><br> | Lifetime ECL (not creditimpaired)<br><br> | Lifetime ECL (creditimpaired)<br><br> | ||
| Balance as of January 1, 2026 | 89,420,232.39 | 0.00 | 271,260,674.54 | 360,680,906.93 |
| Balance as of January 1, 2026 in the current period<br><br> | ||||
| Current reversal | 23,380,567.72 | 0.00 | 664,393.96 | 24,044,961.68 |
| Current transfer | 0.00 | 0.00 | 0.00 | 0.00 |
| Current write-off | 0.00 | 0.00 | 19,368,668.27 | 19,368,668.27 |
| Balance as of June 30, 2026 | 66,039,664.67 | 251,227,612.31 | 317,267,276.98 |
Division base for each phase and proportion of provision for bad debts: Not applicable. Changes in book balance with significant changes in loss reserves in the current period □ Applicable ☑ Not applicable
- 4) Provision for bad debts accrued, recovered or reversed during the currentperiod: None.
- 5) Actual write-off of other receivables for the period
Unit: RMB
| Item | Write-off Amount |
|---|---|
| Other receivables | 19,368,668.27 |
Write‑off of other significant receivables:
Unit: RMB
| Entity name | Nature of Other Receivables<br><br> | Write-off Amount<br><br> | Reason for Write-off<br><br> | Write-off Procedures Performed<br><br> | Arising from Related Party Transactions<br><br> |
|---|---|---|---|---|---|
| Hong Kong Yuhe Trading Co., Limited | Others | 19,368,668.27 | See explanation below | No | |
| Total | 19,368,668.27 |
Explanations on write-off of other receivables: In 2022, YNBY International Limited had outstanding current receivables totalling HKD 22.3 million from Hong Kong Yuhe Trading Co., Limited. Following a forensic investigation conducted by KPMG, YNBY International Limited made full impairment provisions against the above receivables in the financial statements for 2022. In mid-2026, the Company received official statutory notification from the liquidator confirming that the liquidation proceedings of the debtor were nearing completion and no residual assets were available for distribution to creditors. Accordingly, YNBY International Limited formally wrote off the total amount of HKD 22.3 million during the reporting period.
- 6) Top five customers in closing balance of other receivables summarized by debtor Unit: RMB
| Entity name | Nature of payment | Closing balance | Aging | Percentage of total of closing balance of other receivables<br><br> | Closing balance of provision for bad debt<br><br> |
|---|---|---|---|---|---|
| Customer A | Deposits and guarantees | 100,000,000.00 | Within 1 year | 13.95% | 5,000,000.00 |
| Customer B | Deposits and guarantees | 59,990,000.00 | Within 1 year | 8.37% | 2,999,500.00 |
| Customer C | Deposits and guarantees | 37,799,431.74 | Within 1 year | 5.27% | 1,889,971.59 |
| Customer D | Current account and petty cash | 22,742,400.00 | Within 1 year | 3.17% | 1,137,120.00 |
| Customer E | Deposits and guarantees | 19,200,000.00 | Within 1 year | 2.68% | 960,000.00 |
| Total | 239,731,831.74 | 33.45% | 11,986,591.59 |
- 7) Presentation under Other receivables due to centralized fund management: None.
- 7. Prepayments
- (1) Prepayments by aging Unit: RMB
| Aging | Closing balance | Opening balance | ||
|---|---|---|---|---|
| Amount | Proportion | Amount | Proportion | |
| Within 1 year | 327,167,395.43 | 96.81% | 425,475,454.48 | 97.94% |
| 1 to 2 years | 4,267,756.19 | 1.26% | 4,135,029.82 | 0.95% |
| 2 to 3 years | 2,648,728.29 | 0.78% | 2,124,307.70 | 0.49% |
| Above 3 years | 3,850,401.60 | 1.14% | 2,708,157.73 | 0.62% |
| Total | 337,934,281.51 | 434,442,949.73 |
Explanations on why prepayments with aging of more than 1 year and an important amount not settled in time: None.
- (2) Top five suppliers in closing balance of prepayment summarized by payee
| Series No.<br><br> | Company name | Book balance | Percentage of prepayments (%)<br><br> |
|---|---|---|---|
| 1 | Supplier A | 19,621,407.07 | 5.81% |
| 2 | Supplier B | 18,042,131.36 | 5.34% |
| 3 | Supplier C | 17,361,818.91 | 5.14% |
| 4 | Supplier D | 14,711,863.23 | 4.35% |
| 5 | Supplier E | 14,351,440.46 | 4.25% |
| Total | 84,088,661.03 | 24.89% |
Other explanations: None.
- 8. Inventories Did the Company need to comply with the disclosure requirements of the real estate industry: No
- (1) Categories of inventories Unit: RMB
| Item | Closing balance | Opening balance | ||||
|---|---|---|---|---|---|---|
| Book balance | Provision for decline in value of inventories or provision for impairment of contract performance costs<br><br> | Book value | Book balance | Provision for decline in value of inventories or provision for impairment of contract performance costs<br><br> | Book value | |
| Raw materials | 1,715,935,501.51 | 117,270,196.82 | 1,598,665,304.69 | 1,515,887,407.03 | 139,864,005.50 | 1,376,023,401.53 |
| Construction in process<br><br> | 132,717,752.84 | 6,824,914.85 | 125,892,837.99 | 246,090,458.23 | 6,824,914.85 | 239,265,543.38 |
| Finished goods<br><br> | 4,455,859,395.58 | 139,306,443.44 | 4,316,552,952.14 | 4,664,617,530.93 | 145,683,078.79 | 4,518,934,452.14 |
|---|---|---|---|---|---|---|
| Consumptive biological assets<br><br> | 45,800,788.30 | 45,800,788.30 | 36,331,281.28 | 36,331,281.28 | ||
| Materials outsourced for processing<br><br> | 1,467,372.95 | 1,467,372.95 | ||||
| Packaging materials and low value consumables<br><br> | 60,460,573.03 | 962,600.94 | 59,497,972.09 | 61,727,408.47 | 898,260.11 | 60,829,148.36 |
| Total | 6,412,241,384.21 | 264,364,156.05 | 6,147,877,228.16 | 6,524,654,085.94 | 293,270,259.25 | 6,231,383,826.69 |
- (2) Data resources confirmed as inventory: None.
- (3) Provision for decline in value of inventories or provision for impairment of contract performancecosts Unit: RMB
| Item | Opening balance<br><br> | Increase in the current period | Decrease in the current period | Closing balance | ||
|---|---|---|---|---|---|---|
| Provision | Others | Reversal or reselling<br><br> | Others | |||
| Raw materials | 139,864,005.50 | 8,050,940.20 | 30,644,748.88 | 117,270,196.82 | ||
| Construction in process<br><br> | 6,824,914.85 | 0.00 | 6,824,914.85 | |||
| Stocks | 145,683,078.79 | 18,858,668.41 | 25,214,563.71 | 20,740.05 | 139,306,443.44 | |
| Goods sent for processing<br><br> | ||||||
| Packaging materials and low value consumables<br><br> | 898,260.11 | 127,635.40 | 63,294.57 | 962,600.94 | ||
| Total | 293,270,259.25 | 27,037,244.01 | 0.00 | 55,922,607.16 | 20,740.05 | 264,364,156.05 |
Provision for decline in value of inventories on a portfolio basis: None. Standards for provision for decline in value of inventories on a portfolio basis: None.
- (4) Explanation on closing balance of inventories involving capitalized amount of borrowing costs: None.
- (5) Explanation on the current amortization amount of contract performance costs: None.
- 9. Other current assets Unit: RMB
| Item | Closing balance | Opening balance |
|---|---|---|
| Cost of returned goods receivable | 174,920,435.17 | 161,604,003.07 |
| Time deposits and other wealth‑management products<br><br> | 303,007,339.00 | 373,132,815.85 |
| Input tax to be deducted and certified | 461,367,013.80 | 364,066,091.69 |
| Prepaid taxes and fees | 16,343,267.13 | 101,041,664.39 |
| Others | 225,823,037.07 | 235,050,583.04 |
|---|---|---|
| Total | 1,181,461,092.17 | 1,234,895,158.04 |
Information on indemnification assets: None. Other explanations: None.
10. Other equity instrument investments Unit: RMB
| Item name | Opening balance<br><br> | Gains included in other comprehensive income during the period<br><br> | Loss included in other comprehensive income during the period<br><br> | Accumulated gains included in other comprehensive income at the end of the period<br><br> | Accumulated loss included in other comprehensive income at the end of the period<br><br> | Dividend income recognized in the current period<br><br> | Closing balance<br><br> | Reason for designating measurement at fair value through other comprehensive income<br><br> |
|---|---|---|---|---|---|---|---|---|
| ImmuneSensor Therapeutics Inc. | 71,745,000.00 | 71,745,000.00 | The investment is strategic and is a nontrading equity instrument investment | |||||
| Total | 71,745,000.00 | 71,745,000.00 |
Derecognition during the period: None. Itemized disclosure of investment in non-trading equity instruments for the period:
| Item name | Dividend income recognized<br><br> | Cumulative gains<br><br> | Cumulative losses<br><br> | Amounts reclassified from other comprehensive income to retained earnings<br><br> | Reason for designating measurement at fair value through other comprehensive income<br><br> | Reasons for reclassification from other comprehensive income to retained earnings<br><br> |
|---|---|---|---|---|---|---|
| ImmuneSensor Therapeutics Inc. | The investment is strategic and is a non-trading equity instrument investment |
Other explanations: None.
11. Long-term equity investments
2026 Interim Report of Yunnan Baiyao Group Co., Ltd.
Unit: RMB
| Investee | Opening balance (book value)<br><br> | Opening balance of impairment provision<br><br> | Increase and decrease in the current period | Closing balance (book value)<br><br> | Closing balance of impairment provision<br><br> | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Additional investment<br><br> | Decreased investment<br><br> | Profits and losses on investments recognized under the equity method<br><br> | Adjustment of other comprehensive income<br><br> | Change in other equities<br><br> | Cash dividends or profit declared to distribute<br><br> | Provision for impairment<br><br> | Others | |||||
| I. Joint ventures | ||||||||||||
| II. Associates | ||||||||||||
| Shanghai Pharmaceuticals Holding Co., Ltd. | 12,727,754,542.87 | 608,027,114.39 | -5,939,236.52 | 50,831,858.74 | 232,969,378.60 | 13,147,704,900.88 | ||||||
| Yunnan TCM Comprehensive Health Innovation Equity Investment Fund Partnership (Limited Partnership) | 499,823,509.04 | 709,281.14 | 500,532,790.18 | |||||||||
| Lijiang Changgengming Trading Co., Ltd. | ||||||||||||
| Subtotal | 13,227,578,051.91 | 608,736,395.53 | -5,939,236.52 | 50,831,858.74 | 232,969,378.60 | - | - | 13,648,237,691.06 | ||||
| Total | 13,227,578,051.91 | 608,736,395.53 | -5,939,236.52 | 50,831,858.74 | 232,969,378.60 | - | - | 13,648,237,691.06 |
158
The recoverable amount is determined based on the net amount obtained by the fair value less the disposal expense.
- □ Applicable ☑ Not applicable The recoverable amount is determined based on the present value of estimated future cash flows.
- □ Applicable ☑ Not applicable
Reasons for significant differences between the foregoing information and information used for impairment testing in previous years or external information: None.
Reasons for significant differences between the information used in the Company’s impairment tests in previous years and the actual situation in the corresponding years: None.
Other explanations: None.
- 12. Other non-current financial assets Unit: RMB
| Item | Closing balance | Opening balance |
|---|---|---|
| Financial assets at fair value through profits or losses | 312,435,493.34 | 210,855,260.47 |
| Total | 312,435,493.34 | 210,855,260.47 |
Other explanations: None.
- 13. Investment properties
- (1) Adoption of the cost measurement model for investment properties
☑Applicable □Not applicable
Unit: RMB
| Item | Houses and buildings | Land use rights | Construction in progress<br><br> | Total |
|---|---|---|---|---|
| I. Original book value | ||||
| 1. Opening balance | 65,586,463.80 | 36,595,425.89 | 102,181,889.69 | |
| 2. Increase in the current period | ||||
| (1) Outsourcing | ||||
| (2) Transfer from inventory\fixed assets\ construction in progress<br><br> | ||||
| (3) Increase in business combination<br><br> | ||||
| 3. Decrease in the current period | 1,174,896.46 | 1,174,896.46 | ||
| (1) Disposal | ||||
| (2) Other transfer out | 1,174,896.46 | 1,174,896.46 | ||
| 4. Closing balance | 64,411,567.34 | 36,595,425.89 | 101,006,993.23 | |
| II. Accumulated depreciation and accumulated amortization<br><br> | ||||
| 1. Opening balance | 42,075,914.85 | 6,963,893.99 | 49,039,808.84 |
| 2. Increase in the current period | 1,528,948.03 | 714,052.70 | 2,243,000.73 | |
|---|---|---|---|---|
| (1) Provision or amortization | 1,528,948.03 | 714,052.70 | 2,243,000.73 | |
| 3. Decrease in the current period | 46,641.27 | 46,641.27 | ||
| (1) Disposal | ||||
| (2) Other transfer out | 46,641.27 | 46,641.27 | ||
| 4. Closing balance | 43,558,221.61 | 7,677,946.69 | 51,236,168.30 | |
| III. Provision for impairment | ||||
| 1. Opening balance | 2,775,502.20 | 2,775,502.20 | ||
| 2. Increase in the current period | ||||
| (1) Provision | ||||
| 3. Decrease in the current period | ||||
| (1) Disposal | ||||
| (2) Other transfer out | ||||
| 4. Closing balance | 2,775,502.20 | 2,775,502.20 | ||
| IV. Book value | ||||
| 1. Closing book value | 18,077,843.53 | 28,917,479.20 | 46,995,322.73 | |
| 2. Opening book value | 20,735,046.75 | 29,631,531.90 | 50,366,578.65 |
The recoverable amount is determined based on the net amount obtained by the fair value less the disposal expense.
- □Applicable ☑Not applicable The recoverable amount is determined based on the present value of estimated future cash flows.
- □Applicable ☑Not applicable
Reasons for significant differences between the foregoing information and information used for impairment testing in previous years or external information: None.
Reasons for significant differences between the information used in the Company's impairment tests in previous years and the actual situation in the corresponding years: None.
Other explanations: None.
- (2) Adoption of the fair value measurement model for investment properties
□Applicable ☑Not applicable
- (3) Conversion to investment properties and adoption of fair value measurement: None.
- (4) Investment properties for which the title certificate has not been obtained: None.
- 14. Fixed assets Unit: RMB
| Item | Closing balance | Opening balance |
|---|---|---|
| Fixed assets | 3,212,019,003.42 | 3,273,782,844.91 |
| Liquidation of fixed assets | 603,672.04 | 557,307.43 |
| Total | 3,212,622,675.46 | 3,274,340,152.34 |
|---|
(1) Fixed assets Unit: RMB
| Item | Houses and buildings<br><br> | Machinery and equipment<br><br> | Transportation vehicles<br><br> | Electronic equipment<br><br> | Others | Total |
|---|---|---|---|---|---|---|
| I. Original book value: | ||||||
| 1. Opening balance | 3,228,220,795.03 | 1,963,015,590.59 | 69,847,930.81 | 212,811,359.61 | 11,307,336.91 | 5,485,203,012.95 |
| 2. Increase in the current period<br><br> | 1,227,139.23 | 54,723,338.05 | 797,801.09 | 5,587,741.73 | 50,901.40 | 62,386,921.50 |
| (1) Purchase | - | 38,315,807.97 | 797,801.09 | 5,587,741.73 | 50,901.40 | 44,752,252.19 |
| (2) Transfer from construction in progress<br><br> | 52,242.77 | 16,407,530.08 | 16,459,772.85 | |||
| (3) Increase in business combination<br><br> | ||||||
| (4) Other transfer-in | 1,174,896.46 | 1,174,896.46 | ||||
| 3. Decrease in the current period<br><br> | -150,404.06 | 16,698,313.32 | 895,612.17 | 5,523,811.37 | 22,967,332.80 | |
| (1) Disposal or scrapping<br><br> | 14,439,918.50 | 895,612.17 | 324,238.70 | 15,659,769.37 | ||
| (2) Other transfer-out | -150,404.06 | -150,404.06 | ||||
| (3) Decrease in business combination<br><br> | 2,258,394.82 | 5,199,572.67 | 7,457,967.49 | |||
| 4. Closing balance | 3,229,598,338.32 | 2,001,040,615.32 | 69,750,119.73 | 212,875,289.97 | 11,358,238.31 | 5,524,622,601.65 |
| II. Accumulated depreciation<br><br> | ||||||
| 1. Opening balance | 737,253,376.61 | 1,209,708,016.38 | 42,276,534.93 | 147,327,705.53 | 3,624,503.70 | 2,140,190,137.15 |
| 2. Increase in the current period<br><br> | 41,952,504.53 | 58,628,865.51 | 2,061,655.42 | 12,541,744.16 | 469,362.69 | 115,654,132.31 |
| (1) Provision | 41,905,863.26 | 58,628,865.51 | 2,061,655.42 | 12,541,744.16 | 469,362.69 | 115,607,491.04 |
| (2) Other transfer-in | 46,641.27 | 46,641.27 | ||||
| 3. Decrease in the current period<br><br> | 39,222.50 | 7,528,235.61 | 661,957.46 | 3,442,451.34 | 11,671,866.91 | |
| (1) Disposal or scrapping<br><br> | 6,682,408.75 | 661,957.46 | 465,075.28 | 7,809,441.49 | ||
| (2) Other transferout<br><br> | 39,222.50 | 39,222.50 | ||||
| (3) Decrease in business combination<br><br> | 845,826.86 | 2,977,376.06 | 3,823,202.92 | |||
| 4. Closing balance | 779,166,658.64 | 1,260,808,646.28 | 43,676,232.89 | 156,426,998.35 | 4,093,866.39 | 2,244,172,402.55 |
| III. Provision for impairment<br><br> | ||||||
| 1. Opening balance | 42,494,354.75 | 25,478,506.18 | 3,257,169.96 | 71,230,030.89 | ||
| 2. Increase in the current period<br><br> | ||||||
| (1) Provision | ||||||
| 3. Decrease in the current period<br><br> | -56,339.21 | 1,212,775.67 | 1,642,398.75 | 2,798,835.21 | ||
| (1) Disposal or scrapping<br><br> | 89,022.87 | 15,346.82 | 104,369.69 | |||
| (2) Other transferout<br><br> | -56,339.21 | -56,339.21 |
| (3) Decrease in business combination<br><br> | 1,123,752.80 | 1,627,051.93 | 2,750,804.73 | |||
|---|---|---|---|---|---|---|
| 4. Closing balance | 42,550,693.96 | 24,265,730.51 | 1,614,771.21 | 68,431,195.68 | ||
| IV. Book value | ||||||
| 1. Closing book value | 2,407,880,985.72 | 715,966,238.53 | 26,073,886.84 | 54,833,520.41 | 7,264,371.92 | 3,212,019,003.42 |
| 2. Opening book value | 2,448,473,063.67 | 727,829,068.03 | 27,571,395.88 | 62,226,484.12 | 7,682,833.21 | 3,273,782,844.91 |
- (2) Temporarily idle fixed assets Unit: RMB
| Item | Original book value | Accumulated depreciation<br><br> | Impairment provision<br><br> | Book value | Remarks |
|---|---|---|---|---|---|
| Houses and buildings | 4,629,817.80 | 2,774,687.70 | 0 | 1,855,130.10 | |
| Machinery and equipment | 44,051,179.29 | 12,931,065.71 | 19,433,112.03 | 11,687,001.55 | |
| Transportation vehicles | 230,619.47 | 114,497.49 | 0 | 116,121.98 | |
| Electronic equipment | 10,079,412.95 | 8,586,457.25 | 567,755.55 | 925,200.15 | |
| Others | 54,060.15 | 52,914.52 | 1,145.63 |
- (3) Fixed assets leased through operating lease: None.
- (4) Fixed assets for which the title certificate has not been obtained Unit: RMB
| Item | Book value | Reasons for not obtaining the title certificate |
|---|---|---|
| Yunjian Assets | 1,841,283.01 | Acquired through judicial auction, with land use certificate but no property certificate |
| Commercial properties in Xiaguan, Dali | 1,417,591.45 | The property rights of the resettlement housing to be processed |
| Buildings in planting base of Yunquan | 1,017,746.00 | The land is a leased land |
| Overall relocation project of Wenshan Qihua | 15,284,523.09 | Partial ownership has been secured, and the remaining is in process |
| Drug Division of Dali Pharmaceutical Economic Development Zone | 31,298,481.20 | In process |
| No. 1 Building of Shanghai Center | 98,077,012.85 | In process |
| Kunming Center | 270,168,951.56 | In process |
Other explanations: None.
- (5) Impairment test of fixed assets
□Applicable ☑ Not applicable
- (6) Liquidation of fixed assets
Unit: RMB
| Item | Closing balance | Opening balance |
|---|---|---|
| Machinery and equipment | 555,465.76 | 495,495.35 |
| Electronic equipment | 48,206.28 | 61,812.08 |
| Total | 603,672.04 | 557,307.43 |
Other explanations: None.
- 15. Construction in progress Unit: RMB
| Item | Closing balance | Opening balance |
|---|---|---|
| Construction in progress | 932,187,206.75 | 807,592,848.36 |
| Total | 932,187,206.75 | 807,592,848.36 |
- (1) Construction in progress Unit: RMB
| Item | Closing balance | Opening balance | ||||
|---|---|---|---|---|---|---|
| Book balance | Impairment provision<br><br> | Book value | Book balance | Impairment provision<br><br> | Book value | |
| Project of Yunnan Baiyao Shanghai International Center | 768,899,314.04 | 768,899,314.04 | 730,931,829.62 | 730,931,829.62 | ||
| Yunnan Baiyao TCM Industry Culture Park Project | 71,570,974.99 | 71,570,974.99 | 22,041,089.96 | 22,041,089.96 | ||
| Construction Project for the Decoction Pieces Production Center in the Qidian Industrial Zone | 29,528,700.13 | 29,528,700.13 | 5,964,702.46 | 5,964,702.46 | ||
| Government-Enterprise Cooperation Project of Yunnan Baiyao Group in Lijiang Ecological Science and Technology Industrial Park (Phase II) | 28,591,656.94 | 28,591,656.94 | 38,967,429.33 | 38,967,429.33 | ||
| Yunnan Baiyao R&D Platform - Kunming Center Construction Project | 6,729,998.59 | 6,729,998.59 | 1,250,981.88 | 1,250,981.88 | ||
| Second Phase of the Government-Enterprise Cooperation Project of Yunnan Baiyao Group in Lijiang Ecological Science and Technology Industrial Park (Phase II) | 4,872,642.17 | 4,872,642.17 | - | |||
| Yunnan Baiyao Teayield Upgrade‑and‑Renovation Project | 3,587,467.12 | 3,587,467.12 | 363,853.83 | 363,853.83 | ||
| Renovation Costs for the Wuxi Laboratory | 2,341,749.33 | 2,341,749.33 | 150,479.94 | 150,479.94 | ||
| Steam Renovation Project of Yunnan Baiyao Group Health Industrial Park | 1,885,399.99 | 1,885,399.99 | 40,754.72 | 40,754.72 | ||
| Filling‑line Replacement Project at Jingkai Toothpaste Factory, Yunnan Baiyao Group Health Products Co., Limited | 1,698,458.77 | 1,698,458.77 | ||||
| Upgrade‑and‑Renovation Project for Combined‑packaging Filling‑packaging Lines, Yunnan Baiyao | 1,020,081.24 | 1,020,081.24 |
| Smart‑Health Factory | ||||||
|---|---|---|---|---|---|---|
| Phase-II Oral-liquid Project of Wenshan Company | 265,605.91 | 265,605.91 | ||||
| Other projects | 11,195,157.53 | 11,195,157.53 | 7,881,726.62 | 7,881,726.62 | ||
| Total | 932,187,206.75 | 932,187,206.75 | 807,592,848.36 | 807,592,848.36 |
(2) Changes in important projects of construction in progress for the period
Unit: RMB
| Item name | Budget amount | Opening balance<br><br> | Increase in the current period<br><br> | Transfer to fixed assets in the current period<br><br> | Other decrease in the current period<br><br> | Closing balance<br><br> | Proportion of total project investment in budget<br><br> | Engineering progress<br><br> | Accumulated amount of interest capitalized<br><br> | Including: Amount of interest capitalized for the period<br><br> | Capitalization rate of interest for the period<br><br> | Source of funds<br><br> |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Project of Yunnan Baiyao Shanghai International Center | 1,389,170,500.00 | 730,931,829.62 | 37,967,484.42 | 768,899,314.04 | 74.25% | 98.00% | Selffunded | |||||
| Yunnan Baiyao R&D Platform Kunming Center Construction Project | 921,670,000.00 | 1,250,981.88 | 5,479,016.71 | 6,729,998.59 | 34.80% | 57.00% | Selffunded | |||||
| GovernmentEnterprise Cooperation Project of Yunnan Baiyao Group in Lijiang Ecological Science and Technology Industrial Park (Phase II) | 146,650,000.00 | 38,967,429.33 | 27,928,314.05 | 15,982,928.32 | 22,321,158.12 | 28,591,656.94 | 73.42% | 73.51% | Selffunded | |||
| Yunnan Baiyao TCM Industry Culture Park Project | 183,000,000.00 | 22,041,089.96 | 49,529,885.03 | 71,570,974.99 | 69.00% | 85.00% | Selffunded | |||||
| Construction Project for the Decoction Pieces | 83,893,300.00 | 5,964,702.46 | 23,563,997.67 | 29,528,700.13 | 35.20% | 48.00% | Selffunded |
| Production Center in the Qidian Industrial Zone | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Second Phase of the GovernmentEnterprise Cooperation Project of Yunnan Baiyao Group in Lijiang Ecological Science and Technology Industrial Park (Phase II) | 64,100,000.00 | 4,872,642.17 | 4,872,642.17 | 7.60% | 15.96% | Selffunded | ||||||
| Phase-II Oral-liquid Project of Wenshan Company | 137,360,500.00 | 265,605.91 | 265,605.91 | 0.19% | 0.75% | Selffunded | ||||||
| Total | 2,925,844,300.00 | 799,156,033.25 | 149,606,945.96 | 15,982,928.32 | 22,321,158.12 | 910,458,892.77 |
- (3) Provision for impairment of construction in progress for the period: None.
- (4) Impairment test of construction in progress
□ Applicable ☑ Not applicable
- (5) Project materials: None.
- 16. Productive biological assets
- (1) Adoption of the cost measurement model for productive biological assets
☑ Applicable □ Not applicable
Unit: RMB
| Item | Planting | Total<br><br> |
|---|---|---|
| Tea plant | ||
| I. Original book value | ||
| 1. Opening balance | 2,578,500.00 | 2,578,500.00 |
| 2. Increase in the current period | ||
| (1) Outsourcing | ||
| (2) Self-cultivation | ||
| 3. Decrease in the current period | ||
| (1) Disposal | ||
| (2) Others | ||
| 4. Closing balance | 2,578,500.00 | 2,578,500.00 |
| II. Accumulated depreciation | 0.00 | |
| 1. Opening balance | 1,933,875.15 | 1,933,875.15 |
| 2. Increase in the current period | 85,950.06 | 85,950.06 |
| (1) Provision | 85,950.06 | 85,950.06 |
| 3. Decrease in the current period | ||
| (1) Disposal | ||
| (2) Others | ||
| 4. Closing balance | 2,019,825.21 | 2,019,825.21 |
| III. Provision for impairment | ||
| 1. Opening balance | ||
| 2. Increase in the current period | ||
| (1) Provision | ||
| 3. Decrease in the current period | ||
| (1) Disposal | ||
| (2) Others | ||
| 4. Closing balance | ||
| IV. Book value | ||
| 1. Closing book value | 558,674.79 | 558,674.79 |
| 2. Opening book value | 644,624.85 | 644,624.85 |
(2) Impairment test of productive biological assets measured at cost
□ Applicable ☑ Not applicable
(3) Adoption of the fair value measurement model for productive biological assets
□ Applicable ☑ Not applicable
- 17. Right-of-use assets
- (1) Right-of-use assets Unit: RMB
| Item | Houses and buildings | Machinery and equipment<br><br> | Land use rights | Total |
|---|---|---|---|---|
| I. Original book value | ||||
| 1. Opening balance | 416,859,685.85 | 4,591,241.37 | 14,781,939.40 | 436,232,866.62 |
| 2. Increase in the current period | 40,771,785.95 | 431,728.06 | 3,608,514.21 | 44,812,028.22 |
| (1) Lease | 40,771,785.95 | 431,728.06 | 3,608,514.21 | 44,812,028.22 |
| (2) Others | ||||
| 3. Decrease in the current period | 64,803,261.25 | 870,366.49 | 65,673,627.74 | |
| (1) Lease expiration | 48,751,995.58 | 48,751,995.58 | ||
| (2) Disposal | 16,051,265.67 | 870,366.49 | 16,921,632.16 | |
| (3) Others | ||||
| 4. Closing balance | 392,828,210.55 | 5,022,969.43 | 17,520,087.12 | 415,371,267.10 |
| II. Accumulated depreciation | ||||
| 1. Opening balance | 182,550,735.23 | 1,249,962.46 | 4,428,788.08 | 188,229,485.77 |
| 2. Increase in the current period<br><br> | 52,687,802.05 | 412,695.20 | 875,345.70 | 53,975,842.95 |
| (1) Provision | 52,687,802.05 | 412,695.20 | 875,345.70 | 53,975,842.95 |
| (2) Others | ||||
| 3. Decrease in the current period | 58,181,025.80 | 289,459.40 | 58,470,485.20 | |
| (1) Lease expiration | 48,751,995.58 | 48,751,995.58 | ||
| (2) Disposal | 9,429,030.22 | 289,459.40 | 9,718,489.62 | |
| (3) Others | ||||
| 4. Closing balance | 177,057,511.48 | 1,662,657.66 | 5,014,674.38 | 183,734,843.52 |
| III. Provision for impairment | ||||
| 1. Opening balance | ||||
| 2. Increase in the current period | ||||
| 3. Decrease in the current period | ||||
| 4. Closing balance | ||||
| IV. Book value | ||||
| 1. Closing book value | 215,770,699.07 | 3,360,311.77 | 12,505,412.74 | 231,636,423.58 |
| 2. Opening book value | 234,308,950.62 | 3,341,278.91 | 10,353,151.32 | 248,003,380.85 |
- (2) Impairment test of right-of-use assets
□ Applicable ☑ Not applicable
Other explanations: None.
- 18. Intangible assets
(1) Intangible assets
Unit: RMB
| Item | Land use rights<br><br> | Patent right | Non-patent technology<br><br> | Software | Trademark | Franchise rights<br><br> | Data assets | Others | Total |
|---|---|---|---|---|---|---|---|---|---|
| I. Original book value | |||||||||
| 1. Opening balance | 743,969,528.65 | 34,492,676.60 | 81,432,377.88 | 131,535,219.31 | 67,297.17 | 154,081,682.57 | 218,474.55 | 1,145,797,256.73 | |
| 2. Increase in the current period<br><br> | 1,000,000.00 | 2,713,613.64 | 1,276,057.83 | 4,989,671.47 | |||||
| (1) Purchase | 1,000,000.00 | 2,713,613.64 | 3,713,613.64 | ||||||
| (2) Internal R&D | 1,276,057.83 | 1,276,057.83 | |||||||
| (3) Increase in business combination<br><br> | |||||||||
| 3. Decrease in the current period<br><br> | 84,377.47 | 26,335.93 | 110,713.40 | ||||||
| (1) Disposal | 6,335.93 | 6,335.93 | |||||||
| (2) Decrease in business combination<br><br> | 84,377.47 | 20,000.00 | 104,377.47 | ||||||
| 4. Closing balance | 743,969,528.65 | 34,492,676.60 | 82,432,377.88 | 134,164,455.48 | 40,961.24 | 154,081,682.57 | 1,276,057.83 | 218,474.55 | 1,150,676,214.80 |
| II. Accumulated amortization<br><br> | |||||||||
| 1. Opening balance | 197,895,217.60 | 31,891,186.39 | 10,086,039.40 | 45,688,471.63 | 10,628.09 | 17,664,216.34 | 154,006.65 | 303,389,766.10 | |
| 2. Increase in the current period<br><br> | 7,607,758.45 | 787,100.52 | 6,229,093.32 | 6,429,255.73 | 3,454.89 | 85,070.51 | 21,489.30 | 21,163,222.72 | |
| (1) Provision | 7,607,758.45 | 787,100.52 | 6,229,093.32 | 6,429,255.73 | 3,454.89 | 85,070.51 | 21,489.30 | 21,163,222.72 | |
| (2) Increase in business combination<br><br> | |||||||||
| 3. Decrease in the current period<br><br> | 44,532.55 | 8,094.05 | 52,626.60 | ||||||
| (1) Disposal | 501.84 | 501.84 | |||||||
| (2) Decrease in business combination<br><br> | 44,532.55 | 7,592.21 | 52,124.76 | ||||||
| 4. Closing balance | 205,502,976.05 | 32,678,286.91 | 16,315,132.72 | 52,073,194.81 | 5,988.93 | 17,664,216.34 | 85,070.51 | 175,495.95 | 324,500,362.22 |
| III. Provision for impairment<br><br> | |||||||||
| 1. Opening balance | 6,382,453.60 | 414,165.45 | 136,417,466.23 | 143,214,085.28 | |||||
| 2. Increase in the current period<br><br> | |||||||||
| (1) Provision | |||||||||
| 3. Decrease in the current period<br><br> | 39,844.92 | 39,844.92 | |||||||
| (1) Disposal |
| (2) Decrease in business combination<br><br> | 39,844.92 | 39,844.92 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| 4. Closing balance | 6,382,453.60 | 374,320.53 | 136,417,466.23 | 143,174,240.36 | |||||
| IV. Book value | |||||||||
| 1. Closing book value<br><br> | 532,084,099.00 | 1,814,389.69 | 66,117,245.16 | 81,716,940.14 | 34,972.31 | 1,190,987.32 | 42,978.60 | 683,001,612.22 | |
| 2. Opening book value<br><br> | 539,691,857.45 | 2,601,490.21 | 71,346,338.48 | 85,432,582.23 | 56,669.08 | 64,467.90 | 699,193,405.35 |
The proportion of intangible assets formed through the Company’s internal R&D at the end of the period is 0.22% of the total intangible assets balance.
(2) Data resources for recognition of intangible assets
Unit: RMB
| Item | Data‑resource intangible assets externally purchased<br><br> | Data‑resource intangible assets internally developed<br><br> | Data‑resource intangible assets obtained via other methods<br><br> | Total |
|---|---|---|---|---|
| I. Original book value | ||||
| 1. Opening balance | 0.00 | |||
| 2. Increase in the current period<br><br> | 1,276,057.83 | 1,276,057.83 | ||
| Including: Internal R&D<br><br> | 1,276,057.83 | 1,276,057.83 | ||
| 3. Closing balance | 1,276,057.83 | 1,276,057.83 | ||
| II. Accumulated amortization<br><br> | ||||
| 1. Opening balance | ||||
| 2. Increase in the current period<br><br> | 85,070.51 | 85,070.51 | ||
| Others: Provision | 85,070.51 | 85,070.51 | ||
| 3. Closing balance | 85,070.51 | 85,070.51 | ||
| III. Book value | ||||
| 1. Closing book value | 1,190,987.32 | 1,190,987.32 |
In accordance with the Interim Provisions on the Accounting Treatment of Enterprise‑Related Data Resources, the Company has recognized data resources meeting the capitalization criteria under the “One‑Item‑One‑Code Health Promotion Development” project as intangible assets - data assets.
- (3) Land use rights for which the title certificate has not been obtained: None.
- (4) Impairment test of intangible assets
□Applicable ☑Not applicable
- 19. Goodwill
- (1) Original book value of goodwill Unit: RMB
| Name of the investee or items forming goodwill<br><br> | Opening balance | Increase in the current period<br><br> | Decrease in the current period<br><br> | Closing balance<br><br> |
|---|---|---|---|---|
| Formed by business combination<br><br> | Disposal | |||
| YNBY International Limited | 645,635,327.81 | 645,635,327.81 | ||
| Anguo Juyaotang Pharmaceutical Co., Ltd. | 203,842,391.82 | 203,842,391.82 | ||
| Yunnan Baiyao Group Medical Technology Hefei Co., Ltd. | 26,904,931.64 | 26,904,931.64 | ||
| Shanghai Hanshi Health Consulting Co., Ltd. | 23,247,992.08 | 23,247,992.08 | 0 | |
| Yunnan Baiyao Group Wuxi Pharmaceutical Co., Ltd. | 12,843,661.62 | 12,843,661.62 | ||
| Lijiang Yunquan Biological Development Co., Ltd. | 721,770.39 | 721,770.39 | ||
| Total | 913,196,075.36 | 0.00 | 23,247,992.08 | 889,948,083.28 |
- (2) Provision for impairment of goodwill Unit: RMB
| Name of the investee or items forming goodwill | Opening balance<br><br> | Increase in the current period<br><br> | Decrease in the current period<br><br> | Closing balance |
|---|---|---|---|---|
| Provision | Disposal | |||
| YNBY International Limited | 561,515,748.26 | 561,515,748.26 | ||
| Yunnan Baiyao Group Medical Technology Hefei Co., Ltd. | 26,904,931.64 | 26,904,931.64 | ||
| Shanghai Hanshi Health Consulting Co., Ltd. | 23,247,992.08 | 23,247,992.08 | 0 | |
| Lijiang Yunquan Biological Development Co., Ltd. | 721,770.39 | 721,770.39 | ||
| Total | 612,390,442.37 | 23,247,992.08 | 589,142,450.29 |
- (3) Related information on asset group or combination of asset groups containing goodwill: None.
- (4) Determination of recoverable amount
The recoverable amount is determined based on the net amount obtained by the fair value less the disposal expense
- □Applicable ☑Not applicable The recoverable amount is determined based on the present value of estimated future cash flows
- □Applicable ☑Not applicable
Reasons for significant differences between the foregoing information and information used for impairment testing in previous years or external information: None.
Reasons for significant differences between the information used in the Company’s impairment tests in previous years and the actual
situation in the corresponding years: None.
(5) Fulfillment of undertakings and goodwill impairment
Performance commitments existed at the time goodwill was formed and the reporting period, or the previous period of the reporting period was within the performance commitment period
☑ Applicable □ Not applicable
Unit: RMB’0,000
| Item<br><br> | Performance commitment fulfilment | Goodwill impairment loss<br><br> | ||||||
|---|---|---|---|---|---|---|---|---|
| Current period | Previous period | Current period<br><br> | Previous period<br><br> | |||||
| Committed performance<br><br> | Actual performance<br><br> | Completion rate<br><br> | Committed performance<br><br> | Actual performance<br><br> | Completion rate<br><br> | |||
| Acquisition of 100% equity interest in Anguo Juyaotang Pharmaceutical Co., Ltd. | Full-year 2026 principal-business revenue of no less than RMB 61,6000,000 | 31,833.34 | 51.68% | |||||
| Acquisition of 100% equity interest in Anguo Juyaotang Pharmaceutical Co., Ltd. | Full-year 2026 net profit of no less than RMB 59,700,000 | 2,236.71 | 37.47% |
Other explanations: The original shareholders of Juyaotang (Ma Xinhong, Ma Zhanjiang, Zhang Shuang, Shi Yuexin and Shi Guang) undertake commitments in respect of the audited net profit and principal‑business revenue achieved by Juyaotang for the period from January 1, 2025 to December 31, 2027 (the “Performance Commitment Period”). Compensation shall be payable to the TCM Resources Company if Juyaotang fails to meet the committed net‑profit or principal‑business‑revenue targets. Juyaotang shall cooperate with the TCM Resources Company to ensure that its financial audit is completed on or before April 30 each year, and whether the performance commitment has been satisfied shall be determined based on the audit results.
“Net profit” means the net profit of Juyaotang presented in its consolidated financial statements, audited and confirmed by an accounting firm appointed or approved by the TCM Resources Company, after deducting non‑recurring gains and losses and excluding the impact of accrued credit‑impairment losses and the corresponding income‑tax expenses. Net‑profit calculation also includes government subsidies, subject to a cap of RMB 5 million.
Anguo Juyaotang Pharmaceutical Co., Ltd was acquired through a business combination not under common control in October 2025; accordingly, no comparative‑period information was disclosed in the previous‑year column.
- 20. Long-term deferred expenses Unit: RMB
| Item | Opening balance | Increase in the current period<br><br> | Amortization in the current period<br><br> | Other decrease | Closing balance |
|---|---|---|---|---|---|
| Building decoration and project renovation<br><br> | 107,205,063.25 | 30,417,784.79 | 19,694,724.77 | 66,770.56 | 117,861,352.71 |
| Others | 1,666,521.75 | 255,044.46 | 305,408.77 | 1,616,157.44 | |
| Total | 108,871,585.00 | 30,672,829.25 | 20,000,133.54 | 66,770.56 | 119,477,510.15 |
Other explanations: None.
- 21. Deferred income tax assets/deferred income tax liabilities
- (1) Deferred income tax assets before offset
Unit: RMB
| Item | Closing balance | Opening balance | ||
|---|---|---|---|---|
| Deductible temporary differences<br><br> | Deferred income tax assets<br><br> | Deductible temporary differences<br><br> | Deferred income tax assets<br><br> | |
| Provision for asset impairment<br><br> | 251,839,745.27 | 48,893,608.57 | 256,615,532.88 | 49,817,175.53 |
| Unrealized profits of intra-group transactions<br><br> | 482,520,191.19 | 73,352,897.91 | 381,194,243.82 | 58,116,998.22 |
| Contractual liabilities | 1,309,240,479.25 | 209,649,037.73 | 1,108,022,102.46 | 174,861,064.03 |
| Provision for credit impairment<br><br> | 958,796,883.39 | 234,665,563.45 | 1,007,784,161.87 | 246,778,896.60 |
| Payroll payable and long-term employee benefits payable<br><br> | 908,753,950.20 | 139,980,023.11 | 876,439,754.41 | 138,521,511.70 |
| Other payables | 617,032,257.54 | 92,977,751.05 | 574,640,684.63 | 91,924,056.78 |
| Lease liabilities | 255,138,284.62 | 49,923,649.53 | 232,212,961.75 | 49,716,850.19 |
| Deferred income | 218,209,749.92 | 34,022,840.27 | 249,515,197.31 | 38,583,222.00 |
| Losses that can be offset | 192,640,599.81 | 44,982,533.54 | 206,673,510.27 | 47,304,724.31 |
| Estimated revenue from returns<br><br> | 217,186,332.05 | 54,158,823.95 | 193,306,921.10 | 48,198,621.99 |
| Expenses beyond overall planning for employee status conversion expenses of state-owned enterprises and social security expenses of retirees<br><br> | 36,550,060.60 | 5,482,509.09 | 35,561,860.54 | 5,334,279.08 |
| Others | 135,683,129.57 | 33,779,102.83 | 114,628,658.17 | 25,062,993.13 |
| Total | 5,583,591,663.41 | 1,021,868,341.03 | 5,236,595,589.21 | 974,220,393.56 |
(2) Deferred income tax liabilities before offset Unit: RMB
| Item | Closing balance | Opening balance | ||
|---|---|---|---|---|
| Taxable temporary differences<br><br> | Deferred income tax liabilities<br><br> | Taxable temporary differences<br><br> | Deferred income tax liabilities<br><br> | |
| Right-of-use assets | 225,783,968.74 | 48,196,824.06 | 239,818,175.63 | 51,042,693.07 |
| Changes in fair value | 234,419,511.73 | 35,162,926.76 | 125,288,066.60 | 18,793,209.99 |
| Fixed assets subject to one-time pre-tax deduction<br><br> | 5,891,418.50 | 1,472,854.63 | 5,932,346.78 | 1,483,086.70 |
| Appreciation of asset valuation<br><br> | 103,134,274.68 | 25,783,568.67 | 117,186,331.29 | 29,296,582.81 |
| Investment income from business combination not under common control achieved in stages<br><br> | 2,282,373.90 | 570,593.48 | 2,282,373.90 | 570,593.48 |
|---|---|---|---|---|
| Cost of returned goods receivable<br><br> | 205,398,223.78 | 51,221,808.53 | 182,911,787.55 | 45,609,995.85 |
| Others | 11,478,050.67 | 1,721,707.60 | 10,809,032.18 | 1,621,354.84 |
| Total | 788,387,822.00 | 164,130,283.73 | 684,228,113.93 | 148,417,516.74 |
(3) Deferred income tax assets or liabilities after offset, net Unit: RMB
| Item | Offsetting amount of deferred income tax assets and deferred income tax liabilities at the end of the reporting period<br><br> | Closing balance of deferred income tax assets or liabilities after offset<br><br> | Offsetting amount of deferred income tax assets and deferred income tax liabilities at the beginning of the reporting period<br><br> | Opening balance of deferred income tax assets or liabilities after offset<br><br> |
|---|---|---|---|---|
| Deferred income tax assets<br><br> | 1,021,868,341.03 | 974,220,393.56 | ||
| Deferred income tax liabilities<br><br> | 164,130,283.73 | 148,417,516.74 |
(4) Details of unrecognized deferred income tax assets Unit: RMB
| Item | Closing balance | Opening balance |
|---|---|---|
| Deductible losses | 1,108,781,367.24 | 1,013,209,963.03 |
| Provision for asset impairment | 580,808,329.53 | 561,351,160.73 |
| Deferred income | 22,504,441.99 | 22,254,615.28 |
| Others | 1,079,831.10 | 6,532,431.38 |
| Total | 1,713,173,969.86 | 1,603,348,170.42 |
(5) Deductible losses for which deferred income tax assets were unrecognized will expire in the following years
Unit: RMB
| Year | Closing balance | Opening balance | Remarks |
|---|---|---|---|
| 2026 | 129,769,505.04 | 125,496,431.94 | |
| 2027 | 199,441,320.92 | 191,835,644.06 | |
| 2028 | 240,527,425.15 | 244,229,846.52 | |
| 2029 | 219,073,244.53 | 230,918,592.53 | |
| 2030 | 182,069,095.20 | 210,522,367.97 | |
| 2031 | 129,516,337.71 | 2,135,102.79 | |
| 2032 | 1,599,912.28 | 1,599,912.28 |
| 2033 | 355,122.11 | 355,122.11 | |
|---|---|---|---|
| 2034 | 2,006,985.93 | 2,006,985.93 | |
| 2035 | 2,396,930.47 | 4,109,956.90 | |
| 2036 | 2,025,487.90 | ||
| Total | 1,108,781,367.24 | 1,013,209,963.03 |
Other explanations: None.
22. Other non-current assets Unit: RMB
| Item | Closing balance | Opening balance | ||||
|---|---|---|---|---|---|---|
| Book balance | Impairment provision<br><br> | Book value | Book balance | Impairment provision<br><br> | Book value | |
| Cost of returned goods receivable<br><br> | 30,477,788.61 | 30,477,788.61 | 21,307,784.48 | 21,307,784.48 | ||
| Indemnification assets<br><br> | 0.00 | 0.00 | ||||
| Reserved special‑purpose supplies<br><br> | 42,004,661.40 | 42,004,661.40 | 42,004,661.40 | 42,004,661.40 | ||
| VAT excess‑input tax credit<br><br> | 52,259,747.67 | 52,259,747.67 | 52,259,747.67 | 52,259,747.67 | ||
| Prepayments for purchase of fixed assets and other items<br><br> | 45,627,341.49 | 45,627,341.49 | 45,988,031.25 | 45,988,031.25 | ||
| Total | 170,369,539.17 | 170,369,539.17 | 161,560,224.80 | 161,560,224.80 |
Information on indemnification assets: None. Other explanations: None.
23. Assets with restricted ownership or use rights
Unit: RMB
| Item | At the end of the period | At the beginning of the period | ||||||
|---|---|---|---|---|---|---|---|---|
| Book balance | Book value | Type of restriction<br><br> | Restriction | Book balance | Book value | Type of restriction<br><br> | Restriction | |
| Cash and bank balance<br><br> | 29,534,231.67 | 29,534,231.67 | Security deposit | Banker’s acceptance bill deposits, performance bond deposits, etc. | 14,353,427.82 | 14,353,427.82 | Security deposit | Guarantee deposit, banker’s acceptance bill deposits, performance bond deposits, etc. |
| Cash and bank balance<br><br> | 2,657,295.33 | 2,657,295.33 | Special use | Specially used for maintenance of housing‑reform housing | 2,650,040.09 | 2,650,040.09 | Special use | Specially used for maintenance of housing‑reform housing |
| Cash and bank balance<br><br> | 536,663,457.31 | 536,663,457.31 | Special use | All assets of the special account for | 557,103,568.81 | 557,103,568.81 | Special use | All assets of the special account |
| restructuring, the special fund for paying the cost of employee status conversion in state-owned enterprises | for restructuring, the special fund for paying the cost of employee status conversion in state-owned enterprises | |||||||
|---|---|---|---|---|---|---|---|---|
| Cash and bank balance<br><br> | 1,489,443.87 | 1,489,443.87 | Property preservation | Litigation preservation. As of the date of issuance of these financial statements, the plaintiff has withdrawn the lawsuit, and the court has ruled to lift the litigation preservation, effective immediately from the date of the ruling | ||||
| Accounts receivable<br><br> | 11,076,132.00 | 10,522,325.40 | Accounts receivable factoring | Accounts receivable factoring of Anguo Juyaotang Pharmaceutical Co., Ltd. | 12,541,236.47 | 11,914,174.65 | Accounts receivable factoring | Accounts receivable factoring of Anguo Juyaotang Pharmaceutical Co., Ltd. |
| Fixed assets<br><br> | 204,156,457.15 | 133,537,692.82 | Mortgage loan | Mortgage loans secured by buildings and structures of Anguo Juyaotang Pharmaceutical Co., Ltd. | 165,119,200.00 | 140,829,049.75 | Mortgage loan | Mortgage loans secured by buildings and structures of Anguo Juyaotang Pharmaceutical Co., Ltd. |
| Intangible assets<br><br> | 57,000,237.75 | 44,665,082.82 | Mortgage loan | Mortgage loans secured by land use rights of Anguo Juyaotang Pharmaceutical Co., Ltd. | 57,000,237.75 | 45,520,086.38 | Mortgage loan | Mortgage loans secured by land use rights of Anguo Juyaotang Pharmaceutical Co., Ltd. |
| Total | 841,087,811.21 | 757,580,085.35 | 810,257,154.81 | 773,859,791.37 |
Other explanations: None.
- 24. Short-term loans
- (1) Classification of short-term loans Unit: RMB
| Item | Closing balance | Opening balance |
|---|---|---|
| Pledged borrowings | 11,076,132.00 | 12,541,236.47 |
| Guaranteed borrowings | 14,037,472.10 | |
| Loan in credit | 0.00 | 150,010,000.00 |
| Discounted internal bills | 0.00 | 20,224,516.74 |
| Total | 25,113,604.10 | 182,775,753.21 |
Explanations on classification of short-term loans: The pledged borrowings for the current period were taken out by Juyaotang; the
guaranteed borrowings were borrowed by the subsidiary of YNBY International.
- (2) Overdue and outstanding short-term loans: None.
- 25. Notes payable Unit: RMB
| Type | Closing balance | Opening balance |
|---|---|---|
| Banker’s acceptance bill | 1,668,214,258.64 | 1,846,714,475.61 |
| Total | 1,668,214,258.64 | 1,846,714,475.61 |
Total notes payable due and unpaid at the end of the period were RMB 0.00. No amounts were due but unpaid.
- 26. Accounts payable
(1) Accounts payable
Unit: RMB
| Item | Closing balance | Opening balance |
|---|---|---|
| Payment for goods | 5,415,236,276.82 | 5,242,447,200.83 |
| Payment for engineering equipment and others<br><br> | 303,876,977.99 | 280,574,656.03 |
| Total | 5,719,113,254.81 | 5,523,021,856.86 |
(2) Major accounts payable aged over one year: None.
- 27. Other payables
Unit: RMB
| Item | Closing balance | Opening balance |
|---|---|---|
| Dividend payable | 1,317,388.73 | 1,317,388.73 |
| Other payables | 1,377,588,952.12 | 1,460,141,946.26 |
| Total | 1,378,906,340.85 | 1,461,459,334.99 |
- (1) Interests payable: None.
- (2) Dividend payable Unit: RMB
| Item | Closing balance | Opening balance |
|---|---|---|
| Chuxiong Yunzhu Trading Co., Ltd. | 743,156.77 | 743,156.77 |
| Kunming Nuo’an Enterprise Management Co., Ltd.<br><br> | 574,231.96 | 574,231.96 |
| Total | 1,317,388.73 | 1,317,388.73 |
Other explanations: It included the major payable but unpaid dividends aged over one year. The reasons for the unpayment should be disclosed: None.
- (3) Other payables
- 1) Other payables by nature of payment
Unit: RMB
| Item | Closing balance | Opening balance |
|---|---|---|
| Market maintenance fee | 617,914,324.45 | 625,164,703.25 |
| Deposits and guarantees | 342,974,999.24 | 377,010,766.64 |
| Other current accounts | 129,647,265.61 | 128,759,561.20 |
| Collection and payment | 110,214,318.18 | 98,268,582.83 |
| Hospital management fee payable | 5,683,393.98 | 52,353,461.90 |
| Equity transfer payment | 132,000,000.00 | 132,000,000.00 |
| Others | 39,154,650.66 | 46,584,870.44 |
| Total | 1,377,588,952.12 | 1,460,141,946.26 |
- 2) Other important payables aged over 1 year or overdue: None.
- 28. Receipts in advance
- (1) Receipts in advance Unit: RMB
| Item | Closing balance | Opening balance |
|---|---|---|
| Receipts in advance - lease | 518,138.91 | 190,841.21 |
| Total | 518,138.91 | 190,841.21 |
- (2) Major receipts in advance aged over one year or overdue: None.
- 29. Contractual liabilities Unit: RMB
| Item | Closing balance | Opening balance |
|---|---|---|
| Contract receipts in advance | 1,578,641,211.36 | 1,504,554,209.16 |
| Others | 46,574.57 | 1,272,729.02 |
| Total | 1,578,687,785.93 | 1,505,826,938.18 |
Significant contractual liabilities aged more than 1 year: None. The amount of and reasons for significant changes in the book value during the reporting period: None.
- 30. Payroll payable
(1) Payroll payable
Unit: RMB
| Item | Opening balance | Increase in the current period<br><br> | Decrease in the current period<br><br> | Closing balance |
|---|---|---|---|---|
| I. Short-term compensation<br><br> | 1,410,415,900.90 | 1,211,814,094.84 | 1,457,290,166.51 | 1,164,939,829.23 |
| II. Welfare after demission defined contribution plan<br><br> | 70,917,819.80 | 131,524,830.89 | 133,104,694.61 | 69,337,956.08 |
| III. Dismissal welfares | 1,267,585.02 | 3,081,706.11 | 3,770,482.23 | 578,808.90 |
|---|---|---|---|---|
| Total | 1,482,601,305.72 | 1,346,420,631.84 | 1,594,165,343.35 | 1,234,856,594.21 |
(2) Short-term compensation
Unit: RMB
| Item | Opening balance | Increase in the current period<br><br> | Decrease in the current period<br><br> | Closing balance |
|---|---|---|---|---|
| 1. Salary, bonus, allowance, and subsidy<br><br> | 613,649,047.12 | 871,104,159.17 | 1,077,025,442.86 | 407,727,763.43 |
| 2. Staff welfare | 24,602,536.57 | 68,304,211.97 | 52,352,468.56 | 40,554,279.98 |
| 3. Social insurance contribution<br><br> | 8,483,413.39 | 64,585,795.50 | 71,578,766.53 | 1,490,442.36 |
| Including: Medical insurance premiums<br><br> | 8,280,108.23 | 55,612,261.53 | 62,510,865.14 | 1,381,504.62 |
| Industrial injury insurance premiums<br><br> | 68,440.31 | 4,540,985.62 | 4,533,471.22 | 75,954.71 |
| Maternity insurance premiums<br><br> | 134,864.85 | 4,432,548.35 | 4,534,430.17 | 32,983.03 |
| 4. Housing provident fund | 1,989,133.03 | 82,024,880.98 | 82,168,689.66 | 1,845,324.35 |
| 5. Union dues and staff training fees<br><br> | 43,082,357.77 | 21,616,857.51 | 14,041,721.68 | 50,657,493.60 |
| 7. Short-term profitsharing plan<br><br> | 700,364,428.31 | 51,343,809.09 | 649,020,619.22 | |
| 8. Other short-term compensation<br><br> | 18,244,984.71 | 104,178,189.71 | 108,779,268.13 | 13,643,906.29 |
| Total | 1,410,415,900.90 | 1,211,814,094.84 | 1,457,290,166.51 | 1,164,939,829.23 |
(3) Defined contribution plans
Unit: RMB
| Item | Opening balance | Increase in the current period<br><br> | Decrease in the current period<br><br> | Closing balance |
|---|---|---|---|---|
| 1. Basic endowment insurance<br><br> | 2,656,346.28 | 126,427,981.02 | 126,405,793.82 | 2,678,533.48 |
| 2. Unemployment insurance premiums<br><br> | 98,780.71 | 5,096,849.87 | 5,095,858.89 | 99,771.69 |
| 3. Corporate pension payment<br><br> | 68,162,692.81 | 0.00 | 1,603,041.90 | 66,559,650.91 |
| Total | 70,917,819.80 | 131,524,830.89 | 133,104,694.61 | 69,337,956.08 |
Other explanations: None.
31. Tax payables Unit: RMB
| Item | Closing balance | Opening balance |
|---|---|---|
| Corporate income tax | 242,709,957.82 | 127,452,678.42 |
| Individual income tax | 12,406,573.68 | 5,223,796.68 |
| Value added tax | 256,009,802.26 | 90,500,172.56 |
|---|---|---|
| Property tax | 13,025,796.99 | 12,877,107.87 |
| Land use tax | 5,393,098.15 | 5,382,781.43 |
| Stamp duty | 5,085,208.07 | 5,448,846.28 |
| Resource tax | 1,804.00 | |
| Education surcharge | 8,288,496.25 | 3,345,171.01 |
| Urban maintenance and construction tax | 18,586,398.70 | 9,360,180.43 |
| Local education surcharge | 5,115,020.97 | 3,439,910.43 |
| Environmental protection tax | 3,688.38 | 4,316.61 |
| Water conservancy fund | 9,792.04 | 28,387.12 |
| Vehicle and vessel usage tax | 2,850.00 | |
| Collected and remitted taxes and fees | 11,532,448.25 | 14,983,489.27 |
| Total | 578,166,281.56 | 278,051,492.11 |
Other explanations: None.
- 32. Non-current liabilities due within one year Unit: RMB
| Item | Closing balance | Opening balance |
|---|---|---|
| Long-term borrowings due within one year | 84,662,275.00 | 400,330.00 |
| Lease liabilities due within one year | 80,186,668.89 | 76,043,381.53 |
| Total | 164,848,943.89 | 76,443,711.53 |
Other explanations: The long‑term borrowings due within one year were drawn by Juyaotang.
- 33. Other current liabilities Unit: RMB
| Item | Closing balance | Opening balance |
|---|---|---|
| Refunds payable | 184,930,353.43 | 170,793,224.69 |
| Deferred output tax | 450,813,805.78 | 360,570,121.44 |
| Special financial support funds of “transferring loan to subsidy” for the use of intelligent voice cluster development base in the R&D project of intelligent medical devices based on medical big data<br><br> | 1,800,000.00 | 1,800,000.00 |
| Total | 637,544,159.21 | 533,163,346.13 |
Changes in short-term bonds payable: None. Other explanations: None.
- 34. Long-term loans
(1) Long-term loans by type
Unit: RMB
| Item | Closing balance | Opening balance |
|---|---|---|
| Mortgaged borrowings | 84,469,400.83 | |
| Loan in credit | 2,100,000.00 | 2,100,000.00 |
| Total | 2,100,000.00 | 86,569,400.83 |
|---|
Explanation on classification of long-term loans: None. Other explanations, including the range of interest rate: None.
35. Lease liabilities Unit: RMB
| Item | Closing balance | Opening balance |
|---|---|---|
| Houses and buildings | 199,076,755.51 | 205,042,296.11 |
| Machinery and equipment | 1,255,704.71 | 965,984.38 |
| Right of land use | 12,953,821.50 | 11,865,480.22 |
| Less: Non-current liabilities reclassified to liabilities due within one year | -80,186,668.89 | -76,043,381.53 |
| Total | 133,099,612.83 | 141,830,379.18 |
Other explanations: None.
36. Long-term payables Unit: RMB
| Item | Closing balance | Opening balance |
|---|---|---|
| Long-term payables | 530,661,869.20 | 551,241,357.32 |
| Special payables | 4,838,584.16 | 4,838,584.16 |
| Total | 535,500,453.36 | 556,079,941.48 |
- (1) Long-term payables by nature of payment Unit: RMB
| Item | Closing balance | Opening balance |
|---|---|---|
| Expenses beyond overall planning for employee status conversion expenses of state-owned enterprises and social security expenses of retirees | 529,820,776.43 | 549,851,147.17 |
| Boiler room investment boiler and supporting equipment transfer and operation contract | 841,092.77 | 1,390,210.15 |
Other explanations: None.
- (2) Special payables Unit: RMB
| Item | Opening balance | Increase in the current period<br><br> | Decrease in the current period<br><br> | Closing balance | Reasons |
|---|---|---|---|---|---|
| Preliminary funds for major technological transformation projects | 888,468.00 | 888,468.00 | Transfer from Baiyao Holdings due to merger by absorption<br><br> | ||
| Fulintang chain operating funds | 500,000.00 | 500,000.00 | Transfer from Baiyao Holdings due to merger by |
| absorption | |||||
|---|---|---|---|---|---|
| Funds for Kunming medicine distribution center | 500,000.00 | 500,000.00 | Transfer from Baiyao Holdings due to merger by absorption | ||
| Yunnan Panax notoginseng brand registration project | 164,272.00 | 164,272.00 | Transfer from Baiyao Holdings due to merger by absorption | ||
| Group company management information system project | 250,978.00 | 250,978.00 | Transfer from Baiyao Holdings due to merger by absorption | ||
| Group company technology center construction expenses | 231,265.00 | 231,265.00 | Transfer from Baiyao Holdings due to merger by absorption | ||
| Nefuramide oxalate project funding | 85,426.00 | 85,426.00 | Transfer from Baiyao Holdings due to merger by absorption | ||
| Yunnan Natural Medicine Engineering Center project | 998,506.00 | 998,506.00 | Transfer from Baiyao Holdings due to merger by absorption | ||
| New drug research project for treatment of back pulp injury | 472,062.56 | 472,062.56 | Transfer from Baiyao Holdings due to merger by absorption | ||
| Material purchase project research expense | 489,575.00 | 489,575.00 | Transfer from Baiyao Holdings due to merger by absorption | ||
| R&D of redesigned drugs for treating cardiovascular and<br><br>cerebrovascular diseases (TCM) | 258,031.60 | 258,031.60 | Transfer from Baiyao Holdings due to merger by absorption | ||
| Total | 4,838,584.16 | 4,838,584.16 |
Other explanations: None.
37. Long-term payroll payable
(1) Details of long-term payroll payable
Unit: RMB
| Item | Closing balance | Opening balance |
|---|
| II. Dismissal welfares | 743,921.48 | 825,601.53 |
|---|---|---|
| III. Other long-term welfares | 854,483.70 | 893,344.80 |
| Total | 1,598,405.18 | 1,718,946.33 |
(2) Change of defined benefit plan: None.
38. Estimated liabilities Unit: RMB
| Item | Closing balance | Opening balance | Reasons |
|---|---|---|---|
| Returns payable | 32,255,978.72 | 22,513,696.41 | Returns payable not settled within one year |
| Total | 32,255,978.72 | 22,513,696.41 |
Other explanations, including important assumptions and estimates related to significant estimated liabilities: None.
39. Deferred income Unit: RMB
| Item | Opening balance | Increase in the current period<br><br> | Decrease in the current period<br><br> | Closing balance | Reasons |
|---|---|---|---|---|---|
| Government subsidies<br><br> | 271,769,812.59 | 10,387,500.00 | 41,443,120.68 | 240,714,191.91 | |
| Including: Government subsidies related to income | 119,513,816.80 | 1,789,948.03 | 34,435,227.41 | 86,868,537.42 | |
| Government subsidies related to assets | 152,255,995.79 | 8,597,551.97 | 7,007,893.27 | 153,845,654.49 | |
| Total | 271,769,812.59 | 10,387,500.00 | 41,443,120.68 | 240,714,191.91 |
Other explanations: None.
40. Other non-current liabilities Unit: RMB
| Item | Closing balance | Opening balance |
|---|---|---|
| Receipts of real estate sale under staff housing reform<br><br> | 1,931,554.36 | 1,931,554.36 |
| Total | 1,931,554.36 | 1,931,554.36 |
Other explanations: None.
41. Share capital Unit: RMB
| Increase or decrease (+,-) |
|---|
| Opening balance | Issuance of new shares<br><br> | Share dividend | Capitalization of capital reserve into share capital<br><br> | Others | Subtotal | Closing balance | |
|---|---|---|---|---|---|---|---|
| Total number of shares<br><br> | 1,784,262,603.00 | 1,784,262,603.0 0 |
Other explanations: None.
42. Capital reserves
Unit: RMB
| Item | Opening balance | Increase in the current period<br><br> | Decrease in the current period<br><br> | Closing balance |
|---|---|---|---|---|
| Capital premium (equity premium)<br><br> | 17,480,187,335.11 | 57,154,279.89 | 6,007,761.69 | 17,531,333,853.31 |
| Other capital reserves | 151,929,855.74 | 13,821,989.98 | 165,751,845.72 | |
| Total | 17,632,117,190.85 | 70,976,269.87 | 6,007,761.69 | 17,697,085,699.03 |
Other explanations, including changes and reasons thereof during the reporting period:
- (1) The allotment and issue of shares by YNBY International constitutes a transaction that changes the
Company’s ownership interest in a subsidiary while retaining control over the subsidiary. This transaction is accounted for as an equity‑based transaction, with a corresponding increase in capital surplus of RMB 57,154,279.89.
- (2) In June 2026, YNBY International repurchased treasury shares. This transaction represents a change in the
ownership interest in a subsidiary without loss of control. It is accounted for as an equity-based transaction, resulting in a reduction to capital surplus of RMB 6,007,761.69.
- (3) Other equity adjustments recognized in respect of associates during the current year led to an increase in
capital surplus of RMB 13,821,989.98.
43. Other comprehensive income
Unit: RMB
| Item | Opening balance | Amount for the current period | Closing balance | |||||
|---|---|---|---|---|---|---|---|---|
| Amount before income tax in the current period<br><br> | Less: Amount previously included in other comprehensive income but transferred to profits and losses in the current period<br><br> | Less: Amount previously included in other comprehensive income but transferred to retained earnings in the current period<br><br> | Less: income tax expenses<br><br> | That attributable to the parent after tax<br><br> | That attributable to minority interests after tax<br><br> | |||
| I. Other comprehensive incomes that will not be reclassified into profits or losses<br><br> | -3,634,014.66 | -2,105,340.95 | -2,105,340.95 | -5,739,355.61 | ||||
| Other comprehensive income that cannot be transferred to profits or losses under equity method<br><br> | -3,634,014.66 | -2,105,340.95 | -2,105,340.95 | -5,739,355.61 | ||||
| II. Other comprehensive incomes to be reclassified into profits and losses<br><br> | -101,457,365.85 | -13,411,809.71 | -10,452,161.57 | -2,959,648.14 | -111,909,527.42 | |||
| Including: Other comprehensive income that can be transferred to profits or losses under equity method<br><br> | -58,949,724.34 | -3,833,895.57 | -3,833,895.57 | -62,783,619.91 | ||||
| Exchange differences from translation of financial statements denominated in foreign currencies<br><br> | -42,507,641.51 | -9,577,914.14 | -6,618,266.00 | -2,959,648.14 | -49,125,907.51 | |||
| Total other comprehensive income<br><br> | -105,091,380.51 | -15,517,150.66 | -12,557,502.52 | -2,959,648.14 | -117,648,883.03 |
Other explanations, including adjustments to the effective portion of the cash flow hedge profits or losses transferred to the amount initially recognized for the hedged item: None.
44. Surplus Reserves Unit: RMB
| Item | Opening balance | Increase in the current period | Decrease in the current period | Closing balance |
|---|---|---|---|---|
| Statutory surplus reserves<br><br> | 2,530,458,968.58 | 2,530,458,968.58 | ||
| Total | 2,530,458,968.58 | 2,530,458,968.58 |
Explanations on surplus reserves, including changes and reasons thereof for the period: None.
45. Undistributed profit Unit: RMB
| Item | Current period | Previous period |
|---|---|---|
| Undistributed profit at the end of the previous period before adjustment<br><br> | 18,202,311,462.52 | 16,981,339,385.76 |
| Undistributed profit at the beginning of the period after adjustment<br><br> | 18,202,311,462.52 | 16,981,339,385.76 |
| Plus: Net profits attributable to equity owners of the parent in the current period<br><br> | 3,701,170,618.67 | 5,153,486,838.91 |
| Ordinary share dividends payable | 2,824,487,685.67 | 3,932,514,762.15 |
| Undistributed profit at the end of the period<br><br> | 19,078,994,395.52 | 18,202,311,462.52 |
Details on adjustment of undistributed profits at the beginning of the period:
- 1) Due to retrospective adjustments in accordance with Accounting Standards for Business Enterprises and relevantnew provisions, the undistributed profits at the beginning of the period were affected by RMB 0.00.
- 2) Due to changes in accounting policies, the undistributed profits at the beginning of the period were affected by RMB 0.00.
- 3) Due to correction of material accounting errors, the undistributed profits at the beginning of the period were affected by RMB 0.00.
- 4) Due to changes in the consolidation scope under common control, the undistributed profits at the beginning of the period were affected by RMB 0.00.
- 5) Due to other adjustments, the undistributed profits at the beginning of the period were affected by RMB 0.00. Details of losses offset by capital surplus: None.
46. Operating revenue and operating cost Unit: RMB
| Item | Amount for the current period | Amount for the previous period | ||
|---|---|---|---|---|
| Revenue | Cost | Revenue | Cost | |
| Principal businesses | 21,848,039,404.82 | 15,290,593,430.87 | 21,235,801,094.89 | 14,684,081,632.34 |
| Other businesses | 36,036,566.33 | 15,321,260.29 | 21,301,801.13 | 13,786,436.95 |
| Total | 21,884,075,971.15 | 15,305,914,691.16 | 21,257,102,896.02 | 14,697,868,069.29 |
Breakdown information of operating revenue and operating cost:
Unit: RMB
| Type of contract<br><br> | Drug sales | Health and daily chemical | TCM resources | Pharmaceutical distribution | Others | Total | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Operating revenue<br><br> | Operating cost | Operating revenue<br><br> | Operating cost | Operating revenue<br><br> | Operating cost | Operating revenue<br><br> | Operating cost | Operating revenue<br><br> | Operating cost<br><br> | Operating revenue<br><br> | Operating cost | |
| Business type<br><br> | 4,529,889,186.43 | 1,306,277,004.03 | 3,468,925,584.70 | 1,016,630,693.83 | 1,253,836,525.94 | 1,122,164,609.15 | 11,971,038,200.56 | 11,279,042,283.11 | 660,386,473.52 | 581,800,101.04 | 21,884,075,971.15 | 15,305,914,691.16 |
| Including: | ||||||||||||
| Industry sales income<br><br> | 4,529,889,186.43 | 1,306,277,004.03 | 3,468,925,584.70 | 1,016,630,693.83 | 753,796,878.59 | 667,903,267.63 | 19,463,794.54 | 6,614,091.53 | 8,772,075,444.26 | 2,997,425,057.02 | ||
| Commercial sales income<br><br> | 500,038,177.35 | 454,195,057.06 | 11,971,038,200.56 | 11,279,042,283.11 | 593,202,001.00 | 552,911,127.08 | 13,064,278,378.91 | 12,286,148,467.25 | ||||
| Technical services<br><br> | 4,095,884.66 | 949,622.30 | 4,095,884.66 | 949,622.30 | ||||||||
| Hotel | 7,588,226.99 | 6,003,999.84 | 7,588,226.99 | 6,003,999.84 |
| catering industry<br><br> | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Planting sales income<br><br> | 1,470.00 | 66,284.46 | 1,470.00 | 66,284.46 | ||||||||
| Others | 36,036,566.33 | 15,321,260.29 | 36,036,566.33 | 15,321,260.29 | ||||||||
| By operating areas<br><br> | 4,529,889,186.43 | 1,306,277,004.03 | 3,468,925,584.70 | 1,016,630,693.84 | 1,253,836,525.94 | 1,122,164,609.15 | 11,971,038,200.56 | 11,279,042,283.11 | 660,386,473.52 | 581,800,101.03 | 21,884,075,971.15 | 15,305,914,691.16 |
| Including: | ||||||||||||
| In Yunnan province<br><br> | 433,234,311.74 | 118,024,830.07 | 24,071,020.73 | 6,881,410.79 | 381,704,090.81 | 272,289,690.68 | 11,958,661,255.91 | 11,259,288,616.52 | 81,176,264.54 | 54,466,918.43 | 12,878,846,943.73 | 11,710,951,466.49 |
| Outside Yunnan province (excluding overseas)<br><br> | 4,101,613,530.01 | 1,189,836,705.26 | 3,443,979,871.09 | 1,009,234,746.04 | 808,160,708.41 | 787,889,283.67 | 12,376,944.65 | 19,753,666.59 | 577,841,305.32 | 525,997,697.21 | 8,943,972,359.48 | 3,532,712,098.77 |
| Overseas | -4,958,655.32 | -1,584,531.30 | 874,692.88 | 514,537.01 | 63,971,726.72 | 61,985,634.80 | - | - | 1,368,903.66 | 1,335,485.39 | 61,256,667.94 | 62,251,125.90 |
Information on performance obligations: The Company and its subsidiaries are mainly engaged in sale of drugs, medicinal materials, health and daily chemical products, etc. and recognize the realization of revenue upon delivery of products to customers and confirmation by customers that they have obtained control over the products. No contracts are for the purpose of significant financing. But some contracts may include some discount and concession clauses. Usually, no contracts contain expected refunds to customers or other similar obligations assumed by the Company. Other explanations: None. Information on the transaction price allocated to remaining performance obligations: None. As of the end of this reporting period, the income corresponding to the performance obligations that have been contracted but not yet fulfilled or completed is RMB 0.00. Information on variable consideration in the contract: None. Significant contract changes or significant adjustments to the transaction price: None. Other explanations: None.
47. Taxes and surcharges Unit: RMB
| Item | Amount for the current period | Amount for the previous period |
|---|---|---|
| Consumption tax | 6,179.97 | 90,599.59 |
| Urban maintenance and construction tax<br><br> | 56,935,716.08 | 56,335,793.96 |
| Education surcharge | 24,834,564.95 | 23,824,953.63 |
| Property tax | 15,855,096.83 | 12,418,205.22 |
| Land use tax | 5,652,683.44 | 5,379,563.73 |
| Vehicle and vessel use tax | 80,039.35 | 68,236.50 |
| Stamp duty | 11,066,568.47 | 10,413,199.41 |
| Local education surcharge | 16,556,320.31 | 17,085,636.36 |
| Others | 49,890.01 | 157,464.75 |
| Total | 131,037,059.41 | 125,773,653.15 |
Other explanations: None.
48. Administrative expenses
Unit: RMB
| Item | Amount for the current period | Amount for the previous period |
|---|---|---|
| Employee compensation | 190,952,507.81 | 220,150,105.14 |
| Depreciation and amortization | 45,757,079.66 | 42,231,339.89 |
| Technical service fee | 12,418,785.40 | 12,247,751.22 |
| Office expenses | 12,123,845.02 | 13,222,610.61 |
| Agency service fee | 11,642,436.35 | 15,634,005.27 |
| Travel expenses | 7,646,030.57 | 8,830,501.17 |
| Utilities and property management fee | 5,871,631.59 | 4,143,847.39 |
| Security and cleaning fee | 4,072,380.78 | 4,932,048.51 |
| Business entertainment fee | 3,090,822.94 | 4,533,911.81 |
| Afforestation and pollution discharge fee<br><br> | 1,918,874.86 | 1,537,568.00 |
| Lease cost | 1,585,099.82 | 1,249,073.17 |
| Maintenance fee | 649,094.24 | 578,273.51 |
| Others | 29,849,444.25 | 34,188,007.76 |
| Total | 327,578,033.29 | 363,479,043.45 |
Other explanations: None.
49. Selling expenses
Unit: RMB
| Item | Amount for the current period | Amount for the previous period |
|---|---|---|
| Employee compensation | 710,001,318.72 | 678,291,868.07 |
| Display expenses | 459,124,707.55 | 535,889,331.94 |
| Business promotion expenses | 426,268,136.76 | 451,443,263.66 |
| Advertising expenses | 227,594,159.72 | 283,935,986.74 |
| Marketing service fees | 103,327,960.39 | 84,210,520.18 |
| Promotional staff expenses | 103,583,612.33 | 92,216,999.74 |
| Travel expenses | 64,955,920.32 | 63,980,897.09 |
| Conference service fees | 129,301,795.39 | 41,064,583.09 |
| Depreciation and amortization | 43,151,430.29 | 41,044,875.76 |
| Others | 183,119,659.47 | 244,293,530.77 |
| Total | 2,450,428,700.94 | 2,516,371,857.04 |
Other explanations: None.
50. R&D expenses
Unit: RMB
| Item | Amount for the current period | Amount for the previous period |
|---|---|---|
| Employee compensation | 77,979,832.34 | 74,108,094.35 |
| Materials consumption and inspection fee<br><br> | 25,842,360.72 | 26,337,827.78 |
| Commissioned R&D cost | 25,568,700.75 | 23,531,702.05 |
| New product design fee | 3,716,778.50 | 126,423.35 |
| Experimental expenses | 20,911,270.83 | 6,045,969.30 |
| Depreciation and amortization | 17,439,183.74 | 13,240,528.82 |
| Others | 18,116,988.37 | 12,509,593.92 |
| Total | 189,575,115.25 | 155,900,139.57 |
Other explanations: None.
51. Financial expenses
Unit: RMB
| Item | Amount for the current period | Amount for the previous period |
|---|---|---|
| Interest expenses | 10,236,543.28 | 10,821,177.16 |
| Less: interest income | 19,118,451.87 | 49,581,264.78 |
| Net loss on foreign exchange | 23,435,146.50 | 13,055,426.98 |
| Bank charges | 3,621,765.15 | 2,598,053.21 |
| Total | 18,175,003.06 | -23,106,607.43 |
Other explanations: None.
52. Other income
Unit: RMB
| Other sources of income | Amount for the current period | Amount for the previous period |
|---|---|---|
| Government subsidies directly included in current profit and loss during the period<br><br> | 14,381,092.88 | 12,325,615.11 |
| Amortization of government subsidies related to assets<br><br> | 7,007,893.27 | 6,088,809.60 |
| Amortization of government subsidies related to income<br><br> | 34,249,581.41 | 1,767,257.96 |
| Return of individual income tax service charge<br><br> | 7,043,990.74 | 3,802,493.92 |
| Others | 784,981.63 | 3,422,221.90 |
| Total | 63,467,539.93 | 27,406,398.49 |
53. Gains on changes in fair value
Unit: RMB
| Sources of gains on changes in fair value | Amount for the current period | Amount for the previous period |
|---|---|---|
| Financial assets held for trading | 27,745,164.02 | 33,268,150.43 |
| Other non-current financial assets | 101,580,232.87 | 36,769,346.33 |
| Total | 129,325,396.89 | 70,037,496.76 |
Other explanations: None.
54. Investment income
Unit: RMB
| Item | Amount for the current period | Amount for the previous period |
|---|---|---|
| Gain on long-term equity investments under the equity method<br><br> | 615,750,695.41 | 783,530,345.39 |
| Investment income from disposal of long-term equity investment<br><br> | 2,138,533.71 | |
| Investment income from disposal of financial assets held for trading<br><br> | 17,162,500.72 | 62,659,897.96 |
| Investment income from disposal of other non-current financial assets<br><br> | 15,898,940.95 | |
| Others | -33,121,243.84 | -22,460,467.65 |
| Total | 601,930,486.00 | 839,628,716.65 |
Other explanations: None.
55. Credit impairment losses
Unit: RMB
| Item | Amount for the current period | Amount for the previous period |
|---|---|---|
| Bad debt losses on accounts receivable | 16,897,402.35 | -133,537,271.89 |
| Bad debt losses on other receivables | 24,052,668.06 | 35,154,629.28 |
| Total | 40,950,070.41 | -98,382,642.61 |
Other explanations: None.
56. Asset impairment losses
Unit: RMB
| Item | Amount for the current period | Amount for the previous period |
|---|---|---|
| I. Inventory impairment losses and contract performance cost impairment losses<br><br> | -24,068,120.33 | -41,743,184.35 |
| Total | -24,068,120.33 | -41,743,184.35 |
Other explanations: None.
57. Gains on disposal of assets
Unit: RMB
| Source of gains on disposal of assets | Amount for the current period | Amount for the previous period |
|---|---|---|
| Profit from disposal of non-current assets<br><br> | 3,051.83 | 2,262,598.53 |
| Profit from disposal of right-of-use assets<br><br> | 1,108,296.93 | 290,131.30 |
| Total | 1,111,348.76 | 2,552,729.83 |
58. Non-operating revenue
Unit: RMB
| Item | Amount for the current period | Amount for the previous period<br><br> | Amount of non-recurring<br><br>profits or losses included in the current period<br><br> |
|---|---|---|---|
| Profits from destruction and scrapping of noncurrent assets<br><br> | 367,533.29 | 460.18 | 367,533.29 |
| Others | 12,781,143.68 | 17,524,980.81 | 12,781,143.68 |
| Total | 13,148,676.97 | 17,525,440.99 | 13,148,676.97 |
Other explanations: None.
59. Non-operating expenses
Unit: RMB
| Item | Amount for the current period | Amount for the previous period | Amount of non-recurring profits or losses included in the current period<br><br> |
|---|---|---|---|
| Losses from destruction and scrapping of noncurrent assets<br><br> | 259,110.10 | 147,310.51 | 259,110.10 |
| External donations | 150,000.00 | 3,042,269.30 | 150,000.00 |
| Others | 4,266,591.75 | 2,780,275.11 | 4,266,591.75 |
| Total | 4,675,701.85 | 5,969,854.92 | 4,675,701.85 |
Other explanations: None.
- 60. Income tax expense
(1) Table of income tax expenses
Unit: RMB
| Item | Amount for the current period | Amount for the previous period |
|---|---|---|
| Current income tax expenses | 617,263,528.73 | 757,017,264.51 |
| Deferred income tax expenses | -31,954,448.08 | -169,745,390.66 |
| Total | 585,309,080.65 | 587,271,873.85 |
(2) Adjustment process of accounting profit and income tax expense
Unit: RMB
| Item | Amount for the current period |
|---|---|
| Total profit | 4,282,557,064.82 |
| Income tax expense calculated at statutory/applicable tax rate<br><br> | 642,383,559.72 |
| Effect of different tax rates applied to subsidiaries | 75,836,436.22 |
| Effect of adjusting income tax for prior periods | -1,440,763.61 |
| Effect of non-taxable income | -143,868,175.83 |
| Effect of non-deductible costs, expenses and losses | 16,975,526.70 |
| Effect of the use of the deductible losses of the deferred tax assets not recognized in prior periods<br><br> | 346,596.34 |
| Effect of deductible temporary differences or deductible losses of the deferred income tax assets not recognized in the current period<br><br> | 12,913,222.03 |
| Change in the balance of deferred income tax assets/liabilities at the beginning of the year due to tax rate adjustments<br><br> | -64,389.01 |
| Extra deductions for R&D costs | -22,027,521.92 |
| Others | 4,254,590.01 |
| Income tax expenses | 585,309,080.65 |
Other explanations: None.
- 61. Other comprehensive income
For details, please refer to Note 43 “Other comprehensive income.”
- 62. Cash flow statement
- (1) Cash relating to operating activities
Other cash received relating to operating activities
Unit: RMB
| Item | Amount for the current period | Amount for the previous period |
|---|
| Interest income | 19,118,451.87 | 49,581,264.78 |
|---|---|---|
| Deposits and guarantees | 107,826,547.89 | 79,075,011.67 |
| Government subsidy | 31,306,051.61 | 35,902,118.61 |
| Current account and petty cash | 93,034,832.20 | 118,959,071.16 |
| Others | 6,236,982.48 | 97,074,597.57 |
| Total | 257,522,866.05 | 380,592,063.79 |
Explanations on other cash received relating to operating activities: None. Other cash payments relating to operating activities
Unit: RMB
| Item | Amount for the current period | Amount for the previous period |
|---|---|---|
| Expenses of cost nature | 1,763,015,913.46 | 1,628,887,047.85 |
| Deposits and guarantees | 193,077,884.45 | 80,757,823.69 |
| Current account and petty cash | 32,934,883.93 | 96,355,202.04 |
| Others | 4,903,322.58 | 36,580,390.86 |
| Total | 1,993,932,004.42 | 1,842,580,464.44 |
Explanations on other cash payments relating to operating activities: None.
(2) Cash relating to investment activities
Other cash received relating to investment activities
Unit: RMB
| Item | Amount for the current period | Amount for the previous period |
|---|---|---|
| Principal and interest of time deposits and other financial products redeemed<br><br> | 665,731,155.60 | 145,116,700.00 |
| Total | 665,731,155.60 | 145,116,700.00 |
Important cash received relating to investment activities
Unit: RMB
| Item | Amount for the current period | Amount for the previous period |
|---|---|---|
| Redeeming the principal of financial products and more<br><br> | 3,850,000,000.00 | 2,345,628,996.48 |
| Principal and interest of time deposits and other financial products redeemed<br><br> | 665,731,155.60 | 145,116,700.00 |
| Collecting financial management income and dividends<br><br> | 119,011,633.21 | 38,011,539.40 |
| Total | 4,634,742,788.81 | 2,528,757,235.88 |
Explanations on other cash received relating to investment activities: None. Other cash payments relating to investment activities
Unit: RMB
| Item | Amount for the current period | Amount for the previous period |
|---|---|---|
| Time deposits and other bank deposits | 603,960,400.00 | 482,620,900.00 |
| Total | 603,960,400.00 | 482,620,900.00 |
Important cash payments relating to investment activities
Unit: RMB
| Item | Amount for the current period | Amount for the previous period |
|---|---|---|
| Time deposits and other bank deposits | 603,960,400.00 | 482,620,900.00 |
| Cash paid to acquire fixed assets, intangible assets and other long-term assets<br><br> | 222,045,750.52 | 204,046,627.53 |
| Purchasing banking products and other wealth management products<br><br> | 4,400,000,000.00 | 2,800,000,000.00 |
| Total | 5,226,006,150.52 | 3,486,667,527.53 |
Explanations on other cash payments relating to investment activities: None.
(3) Cash relating to financing activities
Other cash received relating to financing activities
Unit: RMB
| Item | Amount for the current period | Amount for the previous period |
|---|---|---|
| Withholding and remittance of individual income tax on dividend distribution<br><br> | 22,980,906.32 | 39,062,080.04 |
| Refund of dividend distribution guarantee deposit | 1,004,610.63 | 0.00 |
| Total | 23,985,516.95 | 39,062,080.04 |
Explanations on other cash received relating to financing activities: None. Other cash payments relating to financing activities
Unit: RMB
| Item | Amount for the current period | Amount for the previous period |
|---|---|---|
| Payment of lease costs | 39,313,059.28 | 45,446,663.39 |
| Handling fee for dividend distribution | 611,486.67 | 421,750.46 |
| Withholding and remittance of individual income tax on dividend distribution<br><br> | 17,566,695.38 | 46,623,989.32 |
| Dividend distribution guarantee deposit<br><br> | 1,004,610.63 | 0.00 |
| Share repurchase of YNBY International<br><br> | 6,007,761.69 | |
| Total | 64,503,613.65 | 92,492,403.17 |
Explanations on other cash payments relating to financing activities: None. Change of liabilities resulting from financing activities Applicable □Not applicable
Unit: RMB
| Item<br><br> | Opening balance | Increase in the current period | Decrease in the current period | Closing balance | ||
|---|---|---|---|---|---|---|
| Cash change | Non-cash change | Cash change | Non-cash change<br><br> | |||
| Short-term borrowings | 182,775,753.21 | 19,119,197.10 | 170,280,516.74 | 6,500,829.47 | 25,113,604.10 | |
| Long-term borrowings (including long- | 86,969,730.83 | 384,194.16 | 591,649.99 | 86,762,275.00 |
| term borrowings due within one year) | ||||||
|---|---|---|---|---|---|---|
| Lease liabilities (Lease liabilities due within one year inclusive) | 217,873,760.71 | 49,866,384.45 | 43,866,327.63 | 10,587,535.81 | 213,286,281.72 | |
| Dividend payable | 1,317,388.73 | 2,824,487,685.67 | 2,824,487,685.67 | 1,317,388.73 | ||
| Total | 488,936,633.48 | 2,893,857,461.38 | 3,039,226,180.03 | 17,088,365.28 | 326,479,549.55 |
- (4) Explanation on presentation of cash flow in net amount: None.
- (5) Significant activities and financial effects that do not involve current cash receipts and disbursements but affect the enterprise’s financial position or may affect the enterprise’s cash flows in the future: None.
- 63. Supplementary information of cash flow statement
- (1) Supplementary information of cash flow statement Unit: RMB
| Supplementary information | Amount for the current period | Amount for the previous period |
|---|---|---|
| 1. Reconciliation of net profit to cash flows from operating activities:<br><br> | ||
| Net profit | 3,697,247,984.17 | 3,644,599,967.94 |
| Plus: Impairment provision for assets | -16,881,950.08 | 140,125,826.96 |
| Depreciation of fixed assets, depreciation of oil and gas assets, depreciation of productive biological assets<br><br> | 117,936,441.83 | 101,222,940.05 |
| Depreciation of right-of-use assets | 53,975,842.95 | 56,286,759.64 |
| Amortization of intangible assets | 21,163,222.72 | 13,534,265.25 |
| Amortization of long-term deferred expenses | 20,000,133.54 | 27,032,910.50 |
| Losses on disposal of fixed assets, intangible assets and other long-term assets (gain is indicated with “-”)<br><br> | -3,051.83 | -2,262,598.53 |
| Losses on scrapping of fixed assets (gain is indicated with “-”)<br><br> | -108,423.19 | 146,850.33 |
| Losses on changes in fair value (gain is indicated with “-”)<br><br> | -129,325,396.89 | -70,037,496.76 |
| Financial expenses (income is indicated with “-”) | 10,236,543.28 | 10,821,177.16 |
| Investment losses (gain is indicated with “-”) | -636,982,682.99 | -873,839,341.77 |
| Decrease of deferred income tax assets (increase is indicated with “-”)<br><br> | -47,647,947.47 | -204,069,581.29 |
| Increase of deferred income tax liabilities (decrease is indicated with “-”)<br><br> | 15,712,766.99 | 34,342,180.17 |
| Decrease in inventories (increase is indicated<br><br>with “-”)<br><br> | 59,459,218.25 | 417,205,595.88 |
| Decrease in operating receivable items (increase is indicated with “-”)<br><br> | 913,107,195.15 | -148,312,791.38 |
| Increase in operating payable items (decrease is indicated with “-”)<br><br> | 28,149,471.90 | 804,585,525.61 |
|---|---|---|
| Others | 9,805,013.01 | |
| Net cash flows from operating activities | 4,106,039,368.33 | 3,961,187,202.77 |
| 2. Major investment and financing activities irrelevant to cash income and expense:<br><br> | ||
| Conversion of debts into capital | ||
| Convertible corporate bonds due within one year | ||
| Fixed assets acquired under finance leases | ||
| 3. Net changes in cash and cash equivalents: | ||
| Closing balance of cash | 9,001,049,069.19 | 10,692,498,963.32 |
| Less: Opening balance of cash | 8,532,232,687.39 | 10,275,529,575.34 |
| Plus: Closing balance of cash equivalents | ||
| Less: Opening balance of cash equivalents | ||
| Net increase in cash and cash equivalents | 468,816,381.80 | 416,969,387.98 |
- (2) Net cash paid for acquisitions of subsidiaries for the period: None.
- (3) Net cash received from disposal of subsidiaries for the period Unit: RMB
| Amount | |
|---|---|
| Cash or cash equivalents received from disposal of subsidiaries during the period | 6,111,111.00 |
| Including: | |
| Shanghai Hanshi Health Consulting Co., Ltd. | 6,111,111.00 |
| Shanghai Yunzhenni Medical Aesthetic Outpatient Department Co., Ltd. | 0.00 |
| Less: Cash and cash equivalents held by the subsidiary at the date of loss of control<br><br> | 12,948.33 |
| Including: | |
| Shanghai Hanshi Health Consulting Co., Ltd. | 3.00 |
| Shanghai Yunzhenni Medical Aesthetic Outpatient Department Co., Ltd. | 12,945.33 |
| Including: | |
| Net cash received from disposal of subsidiaries | 6,098,162.67 |
Other explanations: None.
- (4) Composition of cash and cash equivalents Unit: RMB
| Item | Closing balance | Opening balance |
|---|---|---|
| I. Cash | 9,001,049,069.19 | 8,532,232,687.39 |
| Including: Cash on hand | 172,822.40 | 125,243.29 |
| Bank deposit available for payment at any time<br><br> | 8,912,122,326.67 | 8,482,597,792.16 |
| Other cash and bank balance available for payment at any time<br><br> | 88,753,920.12 | 49,509,651.94 |
|---|---|---|
| III. Closing balance of cash and cash equivalents at the end of the reporting period<br><br> | 9,001,049,069.19 | 8,532,232,687.39 |
- (5) Presentation of items with restricted use but still belonging to cash and cash equivalents: None.
- (6) Cash and bank balance which are not cash and cash equivalents
Unit: RMB
| Item | Amount in the reporting period<br><br> | Amount in the previous period<br><br> | Reasons for not belonging to cash and cash equivalents<br><br> |
|---|---|---|---|
| Guarantee deposit, banker’s acceptance bill deposit, performance deposit, etc. | 29,534,231.68 | 14,353,427.82 | Cannot be withdrawn at any time |
| Fund for litigation preservation | 1,489,443.87 | Cannot be withdrawn at any time; litigation preservation: as of the date of issuance of the financial statement, the plaintiff has withdrawn the lawsuit, and the court has ruled to lift the litigation preservation, which shall be immediately executed from the date of the ruling. | |
| Specially used for housing reform and maintenance | 2,657,295.33 | 2,650,040.09 | Cannot be withdrawn at any time |
| Specially used for identity conversion for employees in state-owned enterprises | 536,663,457.31 | 557,103,568.81 | Cannot be withdrawn at any time |
| Total | 568,854,984.32 | 575,596,480.59 |
Other explanations: None.
- (7) Explanations on other significant activities: None.
- 64. Notes to statement of changes in owners’ equity
Explanations on item “Others” adjusted in terms of closing balance at the end of the previous year, the adjusted amount thereof, etc.: None.
- 65. Monetary items denominated in foreign currencies
- (1) Monetary items denominated in foreign currencies
Unit: RMB
| Item | Closing balance of foreign currency<br><br> | Exchange rate | Closing balance converted into RMB<br><br> |
|---|---|---|---|
| Cash and bank balance | |||
| Including: HKD | 193,587,480.53 | 0.868550 | 168,140,386.45 |
| USD | 9,508,917.09 | 6.810900 | 64,764,283.41 |
| Euro | 1,822,216.71 | 7.767100 | 14,153,339.41 |
| Japanese yen | 27,148.00 | 0.042045 | 1,141.43 |
|---|---|---|---|
| South Korean won | 21,324,422.00 | 0.004403 | 93,884.62 |
| THB | 4,369,259.56 | 0.204244 | 892,394.66 |
| CAD | 1,858.88 | 4.784700 | 8,894.19 |
| SGD | 108,129.91 | 5.260500 | 568,817.48 |
| MYR | 119,956.90 | 1.673416 | 200,737.85 |
| Accounts receivable | |||
| Including: HKD | 238,592,282.07 | 0.868550 | 207,229,317.44 |
| USD | 2,104,842.45 | 6.810900 | 14,335,871.45 |
| Japanese yen | 2,484,592.00 | 0.042045 | 104,464.11 |
| Other receivables | |||
| Including: HKD | 1,964,289.00 | 0.868550 | 1,706,083.65 |
| THB | 20,500.00 | 0.204244 | 4,187.00 |
| Other current assets | |||
| Including: HKD | 301,169,448.57 | 0.868550 | 261,580,724.93 |
| USD | 10,000,000.00 | 6.810900 | 68,109,000.00 |
| Accounts payable | |||
| Including: HKD | 8,871,939.54 | 0.868550 | 7,704,960.76 |
| Other payables | |||
| Including: HKD | 8,431,149.45 | 0.868550 | 7,322,987.28 |
| THB | 2,785.00 | 0.204244 | 568.82 |
| SGD | 513.00 | 5.260500 | 2,698.64 |
| Non-current liabilities due within one year<br><br> | |||
| Including: HKD | 3,511,242.15 | 0.868550 | 3,049,689.09 |
Other explanations: None.
(2) The nature of the currency’s lack of convertibility and its financial impacts, the spot exchange rates adopted together with their estimation process, and the risks to which the entity is exposed as a result of the currency‑inconvertibility
□ Applicable Not applicable
(3) Description of overseas business entities; for material overseas business entities, disclose their major business places overseas, functional currency and the selection criterion thereof; should there be any change in the functional currency, disclose the reason for such change.
□ Applicable Not applicable
The subsidiary, YNBY International Limited, operates in Hong Kong. Since Hong Kong Dollar is the currency of the primary economic environment in this region, Hong Kong Dollar has been adopted as its functional currency, with no change occurring since it was brought into the consolidation scope. Its subsidiaries determine their respective functional currencies based on the economic environments of their places of operation. In preparing the consolidated financial statements of YNBY International, all amounts are translated into Hong Kong Dollar for presentation.
(4) Lack‑of‑convertibility between functional currency of foreign operations and the entity’s presentation currency
□ Applicable Not applicable
66. Lease
- (1) The Company as the lessee Applicable □ Not applicable
Variable lease payments not included in the measurement of lease liabilities Applicable □ Not applicable
| Item | Current period | Same period last year |
|---|---|---|
| Variable lease payments included in current profit and loss but not included in the measurement of lease liabilities | 3,315,146.94 | 1,971,216.70 |
Simplified handling of payments of short-term leasing or leasing of low value assets Applicable □ Not applicable
| Item | Current period | Same period last year |
|---|---|---|
| Short-term leasing fee | 8,051,070.57 | 7,203,084.89 |
| Total | 8,051,070.57 | 7,203,084.89 |
After-sales leaseback transactions: None.
- (2) The Company as the lessor
Operating lease where the Company is the lessor Applicable □ Not applicable
| Item | Receipts from lease | Including: Receipts related to variable lease payments not included in lease receipts<br><br> |
|---|---|---|
| Houses and buildings | 9,746,054.17 | |
| Total | 9,746,054.17 |
Finance lease where the Company is the lessor
- □ Applicable ☑ Not applicable Undiscounted lease receipts for each of the next five years
- □ Applicable ☑ Not applicable Reconciliation of undiscounted lease receipts to net investment in leases: None.
- (3) Recognition of profits and losses on sales under finance leases as a manufacturer or distributor
Applicable ☑ Not applicable
67. Data Resources
For details, see Note 18 - Intangible Assets.
- 68. Others: None.
VIII. R&D Expenditure
Unit: RMB
| Item | Amount for the current period | Amount for the previous period |
|---|---|---|
| Employee compensation | 85,578,009.89 | 74,262,697.80 |
| New product design fee | 5,400,059.13 | 126,423.35 |
| Commissioned R&D cost | 31,902,397.26 | 37,644,068.94 |
| Experimental expenses | 27,927,316.07 | 6,045,969.30 |
| Materials consumption and inspection fees<br><br> | 24,840,846.08 | 26,341,779.99 |
| Depreciation and amortization | 18,912,077.13 | 13,328,808.65 |
| Others | 21,966,676.22 | 12,571,159.14 |
| Total | 216,527,381.78 | 170,320,907.17 |
| Including: Expensed R&D expenditure | 189,575,115.25 | 155,900,139.57 |
| Capitalized R&D expenditure | 26,952,266.53 | 14,420,767.60 |
- 1. R&D projects meeting capitalization conditions
Unit: RMB
| Item | Opening balance<br><br> | Increase in the current period<br><br> | Decrease in the current period | Closing balance<br><br> | ||
|---|---|---|---|---|---|---|
| Internal development costs<br><br> | Others | Recognized as intangible assets<br><br> | Transfer to current profits or losses<br><br> | |||
| INR101 Injection, New Drug Application (NDA) research project | 56,564,450.04 | 24,174,664.93 | 80,739,114.97 | |||
| Phase III clinical trial of Fuji Guben Ointment | 15,711,255.23 | 1,767,073.81 | 17,478,329.04 | |||
| P137 Project R&D (IND) | 25,935,514.29 | 17,745.78 | 25,953,260.07 | |||
| Yunnan Baiyao Plaster Project ‑ Flurbiprofen | 0.00 | 992,782.01 | 992,782.01 | |||
| Total | 98,211,219.56 | 26,952,266.53 | 125,163,486.09 |
Important capitalized R&D projects: None. Impairment provision for R&D expenditure: None.
- 2. Important outsourced project under study: None.
IX. Changes in the Consolidation Scope
1. Business combination not under common control
- (1) Business combination not under common control during this reporting period: None.
- (2) Cost of business combination and goodwill: None
- (3) Identifiable assets and liabilities of the acquiree on the acquisition date: None.
- (4) Proceeds or losses caused by remeasurement of the equity held before the acquisition date at the fair value
Whether there was any trading that contributed to a progressive realization of business combination by multiple transactions and during this reporting period, through this business combination, control was acquired.
□Yes No
- (5) Explanations on no reasonable recognition of the business combination consideration or the acquiree’s identifiable assets and liabilities on the acquisition date or at the end of the period of the business combination: None.
- (6) Other explanations: None.
- 2. Business combination under common control
- (1) Business combination under common control during this reporting period: None.
- (2) Cost of business combination: None.
- (3) The book value of the merged party’s assets and liabilities on the merger date: None.
- 3. Reverse acquisition: None.
- 4. Disposal of subsidiaries
Whether there were any transactions or events during the period in which control of subsidiaries was lost Yes No
Unit: RMB
| Difference | Method and | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| between the | main | |||||||||||
| Name of subsidiary | Disposal price at the time of losing control | Disposal proportion at the time of losing control | Disposal method at the time of losing control | Time point when control is lost | Basis for determin ing the<br><br>point of losing control | disposal price and the share of the subsidiary’s net assets corresponding to the disposal investment, as presented on the consolidated | Proportion of remaining equity on the date of losing control | Book value of the remaining equity on the consolidated financial statements at the date of losing control | Fair value of the remaining equity at the consolidated financial statement level on the date of losing control | Gains or losses arising from the remeasurement of the remaining equity at fair value | assumptions for determining the fair value of the remaining equity at the consolidated financial statement level on the | Amount of other comprehensive income related to equity investments in subsidiaries transferred to investment profit and loss or retained earnings |
| financial | date of losing | |||||||||||
| statements | control | |||||||||||
| Shanghai | ||||||||||||
| Hanshi Health Consulting | 6,111,111. 00 | 100.00% | Transfer by agreement | February 28, 2026 | 2,138,533.71 | |||||||
| Co., Ltd. |
Other explanations: Shanghai Yunzhenni Medical Aesthetic Outpatient Department Co., Ltd was a wholly‑owned subsidiary of Shanghai Hanshi Health Consulting Co., Ltd. As control over this entity was lost concurrently, it is no longer included in th e consolidation scope.
Whether there was a loss of control in the current period under a progressive disposal of investments in subsidiaries through multiple transactions
Yes No
- 5. Changes in the consolidation scope for other reasons
Describe the change in scope of consolidation for other reasons (e.g. Establishing new subsidiaries, liquidating subsidiaries,
etc.) and its details:
Newly‑established subsidiary: Yunnan Baiyao Group Health Products Co., Ltd invested in and incorporated Yunnan Baiyao (Ziyang) Technology Co., Ltd, with a registered capital of RMB 1,000,000 and an equity holding of 100%. Yunnan Baiyao brought Yunnan Baiyao (Ziyang) Technology Co., Ltd into the consolidation scope effective March 2026.
Deregistration: Time Travel (Guangzhou) Intelligent Technology Co., Ltd was deregistered in June 2026.
- 6. Others: None.
X. Interest in Other Entities
1. Interest in subsidiaries
- (1) Composition of the Group Unit: RMB
| Name of subsidiary<br><br> | Registered capital<br><br> | Main business location<br><br> | Place of registration<br><br> | Business nature | Shareholding proportion | Acquisition method<br><br> | |
|---|---|---|---|---|---|---|---|
| Direct | Indirect | ||||||
| Yunnan Baiyao Group TCM Resources Co., Ltd. | 16,400,000.00 | Kunming | Kunming | Pharmaceutical | 100.00% | 0.00% | Set-up or investment |
| Yunnan Digital and Intelligent TCM Material Development Co., Ltd. | 30,000,000.00 | Kunming | Kunming | Wholesale and retail of daily necessities | 100.00% | 0.00% | Set-up or investment |
| Yunnan Baiyao Group Wuxi Pharmaceutical Co., Ltd. | 25,000,000.00 | Wuxi | Wuxi | Pharmaceutical | 100.00% | 0.00% | Set-up or investment |
| Yunnan Baiyao Group Dali Pharmaceutical Co., Ltd. | 15,515,000.00 | Dali | Dali | Pharmaceutical | 100.00% | 0.00% | Set-up or investment |
| Yunnan Baiyao Group Health Products Co., Ltd. | 84,500,000.00 | Kunming | Kunming | Production and sales of health and daily chemicals | 100.00% | 0.00% | Set-up or investment |
| Yunnan Pharmaceutical | 1,000,000,000.00 | Kunming | Kunming | Pharmaceutical wholesale and | 100.00% | 0.00% | Allotment of shares |
| Co., Ltd. | retail | ||||||
|---|---|---|---|---|---|---|---|
| Yunnan Institute of Materia Medica | 54,080,000.00 | Kunming | Kunming | New Drug R&D | 100.00% | 0.00% | Business combination under common control |
| Yunnan Baiyao Holding Investment Co., Ltd. | 100,000,000.00 | Kunming | Kunming | Investment | 100.00% | 0.00% | Business combination under common control |
| Yunnan Baiyao Teayield Co., Ltd. | 20,000,000.00 | Kunming | Kunming | Tea | 100.00% | 0.00% | Business combination under common control |
| Yunnan Baiyao Group (Hainan) Co., Ltd. | 15,000,000.00 | Hainan | Danya | Import and export agency, technical services, etc. | 100.00% | 0.00% | Set-up or investment |
| Yunnan Baiyao Group Shanghai Co., Ltd. | 15,000,000.00 | Shanghai | Shanghai | Technical services | 100.00% | 0.00% | Set-up or investment |
| Yunnan Baiyao Group Medical Technology Hefei Co., Ltd. | 25,970,800.00 | Hefei | Hefei | Medical Device Production and Sales | 100% | 0.00% | Business combination not under the same control |
| Shanghai Yunzhen Medical Technology Co., Ltd. | 900,000.00 | Shanghai | Shanghai | Technical development and service | 100.00% | 0.00% | Set-up or investment |
| YNBY International Limited | Hong Kong | Hong Kong | Trade | 25.11% | 40.82% | Business combination not under the same control | |
| Yunnan Baiyao Tiancui Business Management Co., Ltd. | 3,000,000.00 | Kunming | Kunming | Catering | 100.00% | 0.00% | Set-up or investment |
| Yunnan Baiyao Group Beijing Co., Ltd. | 50,000,000.00 | Beijing | Beijing | Technology promotion service | 100.00% | 0.00% | Set-up or investment |
| Yunhe Pharmaceutical (Tianjin) Co., Ltd. | 20,000,000.00 | Tianjin City | Tianjin City | Research and experimental development | 100.00% | 0.00% | Set-up or investment |
| Yunnan Baiyao Group Health Pharmacy Co., Ltd. | 5,000,000.00 | Kunming | Kunming | Hygiene | 100.00% | 0.00% | Business combination under common control |
| Yunnan Baiyao Group Digital Intelligence Technology | 11,152,470.00 | Kunming | Kunming | Software and information technology service industry | 100.00% | 0.00% | Set-up or investment |
| Co., Ltd. |
|---|
Explanations on the inconsistency of the ratio of shareholding in subsidiaries with the proportion of voting rights: None.
Basis for holding half or less of the voting rights but still controlling investees, and holding more than half of the voting rights but not controlling investees: None.
Basis for controlling major structured entities consolidated into the financial statements: The structured entities included in the scope of consolidation of the Group include Shanghai Trust Platinum Series Hong Kong Market Investment Single Fund Trust. Because the Group has power over such structured entities, enjoys variable returns by participating in related activities, and has the ability to use its power over the investee to influence its variable returns, the Group has control over such structured entities.
Basis for determining whether the Company is an agent or an entrustor: None.
Other explanations: None.
(2) Key non-wholly owned subsidiaries
Unit: RMB
| Name of subsidiary | Percentage of shares held by minority shareholders<br><br> | Profit and loss attributable to minority shareholders in the current period<br><br> | Dividends declared to minority shareholders in the current period<br><br> | Balance of minority shareholders’ equity at the end of the period<br><br> |
|---|---|---|---|---|
| YNBY International Limited | 26.94% | 310,526.73 | -33,270,088.12 |
Explanation on the inconsistency of the ratio of shareholding held by minority shareholders in subsidiaries with the proportion of voting rights: None.
Other explanations: None.
2026 Interim Report of Yunnan Baiyao Group Co., Ltd.
(3) Main financial information of key non-wholly owned subsidiaries
Unit: RMB
| Name of subsidiary<br><br> | Closing balance | Opening balance | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Current assets | Non-current assets<br><br> | Total assets | Current liabilities<br><br> | Non-current liabilities<br><br> | Total liabilities | Current assets | Non-current assets<br><br> | Total assets | Current liabilities<br><br> | Non-current liabilities<br><br> | Total liabilities | |
| YNBY International Limited | 407,359,326.02 | 7,918,823.97 | 415,278,149.99 | 103,512,949.99 | 1,529,381.06 | 105,042,331.05 | 523,888,159.10 | 10,489,436.18 | 534,377,595.28 | 207,416,955.49 | 3,628,959.12 | 211,045,914.61 |
Unit: RMB
| Name of subsidiary<br><br> | Amount for the current period | Amount for the previous period | ||||||
|---|---|---|---|---|---|---|---|---|
| Operating revenue<br><br> | Net Profit | Total comprehensive income<br><br> | Cash flows from operating activities<br><br> | Operating revenue | Net Profit | Total comprehensive income<br><br> | Cash flows from operating activities<br><br> | |
| YNBY International Limited | 671,370,535.93 | 2,286,416.50 | -9,374,516.54 | -21,380,118.65 | 365,374,936.94 | 2,133,674.99 | -1,089,543.60 | -3,655,973.04 |
Other explanations: None.
206
- (4) Major restrictions on the use of assets of the corporate group and settlement of its debts: None.
- (5) Financial support or other support provided for structured entities included in the scope of consolidation for the consolidated financial statements: None.
- 2. Transaction in which the share of owners’ equity in the subsidiary changes while control over the subsidiary remains unchanged
- (1) Explanations on changes in the share of owners’ equity in the subsidiary: None.
- (2) Impact of the transaction on the minority shareholders’ equity and the owners’ equity attributable to the parent company Unit: RMB
| Acquisition cost/disposal consideration | |
|---|---|
| --Cash | 6,007,761.69 |
| --Fair value of the non-cash assets | |
| Total acquisition cost/disposal consideration | 6,007,761.69 |
| Less: the subsidiary’s net asset shares calculated in proportion to the acquired /disposed equity ratio<br><br> | 20,144,411.13 |
| Amount difference | -14,136,649.44 |
| Including: Adjustment of capital reserves | -14,136,649.44 |
| Adjustment of surplus reserve | |
| Adjustment of undistributed profits |
Other explanations: None.
- 3. Interest in joint ventures or associates
- (1) Important joint ventures or associates
| Name of joint venture or associate<br><br> | Main business location<br><br> | Place of registration | Business nature | Shareholding proportion | The accounting method for investments in joint ventures or associates<br><br> | |
|---|---|---|---|---|---|---|
| Direct | Indirect | |||||
| Shanghai Pharmaceuticals Holding Co., Ltd. | Shanghai | No. 92 Zhangjiang Road, China (Shanghai) Pilot Free Trade Zone | Pharmaceuticals | 17.95% | Equity method for long-term equity investments |
Explanations on the inconsistency of the ratio of shareholding in joint ventures or associates with the proportion of voting rights: None.
Basis for holding 20% or less voting rights but having important influence, or holding 20% or more voting rights but not having important influence: None.
- (2) Main financial information of important joint ventures: None.
- (3) Main financial information of important associates Unit: RMB
| Closing balance/Amount for the current period<br><br> | Opening balance/Amount for the previous period<br><br> | |
|---|---|---|
| Current assets | 188,381,450,861.08 | 180,463,695,237.78 |
| Non-current assets | 52,387,967,588.15 | 52,685,071,529.43 |
| Total assets | 240,769,418,449.23 | 233,148,766,767.21 |
| Current liabilities | 140,421,743,446.62 | 135,198,106,270.50 |
| Non-current liabilities | 7,561,895,183.85 | 8,163,366,773.11 |
| Total liabilities | 147,983,638,630.47 | 143,361,473,043.61 |
| Minority interests | 14,437,823,921.39 | 13,895,965,899.43 |
| Equity attributable to shareholders of the parent company<br><br> | 78,347,955,897.37 | 75,891,327,824.17 |
| Share of net assets based on percentage of shareholding<br><br> | 14,062,948,821.85 | 13,622,000,050.81 |
| Adjustment | ||
| - Goodwill | 934,312,752.73 | 934,312,752.73 |
| - Unrealized profit from internal transactions<br><br> | -7,078,928.16 | -7,314,646.14 |
| - Others | -1,842,477,745.54 | -1,821,243,614.53 |
| Book value of equity investment in associates<br><br> | 13,147,704,900.88 | 12,727,754,542.87 |
| Fair value of equity investments in associates for which publicly quoted prices exist<br><br> | 10,250,652,658.40 | 11,888,094,576.56 |
| Operating revenue | 147,469,729,395.20 | 141,592,782,502.79 |
| Net profits | 4,341,656,313.04 | 4,994,784,030.29 |
| Net profits from discontinued operations | ||
| Other comprehensive income | -33,890,811.10 | 19,680,758.31 |
| Total comprehensive income | 4,307,765,501.94 | 5,014,464,788.60 |
| Dividends received from associates during the year<br><br> | 79,875,215.52 |
Other explanations: None.
- (4) Combined financial information of insignificant joint ventures and associates
| Closing balance/Amount for the current period<br><br> | Opening balance/Amount for the previous period<br><br> | |
|---|---|---|
| Associates: | ||
| Total book value of investments | 500,532,790.18 | 499,823,509.04 |
| Total of the followings based on the percentage of shareholdings<br><br> |
| - Net profit | 709,281.14 | -565,965.37 |
|---|---|---|
| - Other comprehensive income | ||
| - Total comprehensive income |
- (5) Explanation on significant restrictions on the ability of joint ventures or associates to transfer funds to the Company: None.
- (6) Excess loss generated from joint ventures or associates
| Name of joint venture or associate<br><br> | Cumulative unrecognized losses in the previous periods<br><br> | Unrecognized losses in the current period (or net profit shared in the current period)<br><br> | Cumulative unrecognized losses at the end of the current period<br><br> |
|---|---|---|---|
| Lijiang Changgengming Trading Co., Ltd.<br><br> | -473,812.41 | -83.06 | -473,895.47 |
- (7) Unrecognized commitment related to investments in joint ventures: None.
- (8) Contingent liabilities related to investments in joint ventures or associates: None.
- 4. Significant joint operation: None.
- 5. Interest in structured entities not included in the scope of consolidated financial statements Relevant explanation on structured entities not included in the consolidated financial statements: None.
- 6. Others: None.
XI. Government Grants
1. Government grants recognized at the end of the reporting period based on amounts receivable
- □Applicable Not applicable Reasons for not receiving the estimated amount of government grants at the expected time point
- □Applicable Not applicable
2. Liabilities involving government grants
☑Applicable Not applicable
Unit: RMB
| Accounting item<br><br> | Opening balance<br><br> | Amount of new subsidies in the current period<br><br> | Amount included in nonoperating revenue during the period<br><br> | Amount transferred to other income in the current period<br><br> | Other changes in the current period<br><br> | Closing balance<br><br> | Related to assets/income<br><br> |
|---|---|---|---|---|---|---|---|
| Deferred income<br><br> | 119,513,816.80 | 1,789,948.03 | 34,249,581.41 | 185,646.00 | 86,868,537.42 | Related to income | |
| Deferred income<br><br> | 152,255,995.79 | 8,597,551.97 | 7,007,893.27 | 153,845,654.49 | Related to assets |
3. Government grants included in profit or loss of the current period
☑Applicable Not applicable
Unit: RMB
| Accounting item | Amount for the current period | Amount for the previous period |
|---|---|---|
| Other income | 55,638,567.56 | 20,181,682.67 |
Other explanations: None.
XII. Risks Associated with Financial Instruments
(I) Risks incurred by financial instruments
The risk management objective of the Company is to get a balance between risk and return, minimize the negative impact of risk on business results of the Company, and maximize the interest of shareholders and other equity investors. Based on this risk management objective, the basic risk management strategy of the Company is to identify and analyze various risks faced by the Company, establish an appropriate risk tolerance bottom line and conduct risk management, and supervise various risks in a timely and reliable manner to control risks within a limited range.
The Company faces various risks related to financial instruments in its daily activities, primarily including credit risk, liquidity risk, and market risk. The management has reviewed and approved policies for managing these risks, which are summarized as follows.
(i) Credit risk Credit risk refers to the risk that one party to a financial instrument fails to fulfill its obligations, resulting in
financial losses to the other party.
- Credit risk management practices
(1) Evaluation of credit risk The Company assesses whether the credit risk of relevant financial instruments has significantly increased since initial recognition on each balance sheet date. In whether the credit risk has significantly increased since initial recognition, the Company considers obtaining reasonable and well-founded information without incurring unnecessary additional costs or efforts, including qualitative and quantitative analysis based on historical data, external credit risk ratings, and forward-looking information. The Company compares the risk of default on financial instruments on the balance sheet date with the risk of default on the initial recognition date, based on individual financial instruments or portfolios of financial instruments with similar credit risk characteristics, to determine the changes in default risk over the expected life of the financial instruments.
When one or more of the following quantitative and qualitative criteria are triggered, the Company deems that the credit risk of financial instruments has significantly increased:
- 1) The primary quantitative criterion is that the probability of default during the remaining duration as of the
balance sheet date has increased by more than a certain percentage compared to the initial recognition;
- 2) The qualitative criteria primarily include significant adverse changes in the debtor’s operational or financial
status, as well as existing or anticipated shifts in the technological, market, economic, or legal environment that are
expected to have a material adverse impact on the debtor’s repayment capacity to the Company.
(2) Definition of default and credit impaired assets When a financial instrument meets one or more of the following conditions, the Company defines the financial
asset as having defaulted, and its criteria are consistent with the definition of credit impairment:
- 1) The debtor encounters significant financial difficulties;
- 2) The debtor violates the restrictive clauses imposed on the debtor in the contract;
- 3) The debtor is likely to go bankrupt or undergo other financial restructuring; and
- 4) The creditor, due to economic or contractual considerations related to the debtor’s financial difficulties,
grants concessions that the debtor would not otherwise make.
- Measurement of expected credit losses The key parameters for measuring expected credit losses include probability of default, loss given default, and exposure at default. The Company takes into account quantitative analysis of historical statistical data (such as counterparty ratings, types of guarantees and collateral, repayment methods, etc.) and forward-looking information to establish models for probability of default, loss given default, and exposure at default.
- 3. For the detailed reconciliation statement of the beginning and ending balances of provisions for losses on
financial instruments, please refer to “Section VIII Financial Statements VII. Notes to Consolidated Financial Statement Items 3. Bills Receivable; 4. Accounts Receivable; 5. Receivables Financing; 6. Other Receivables; 9. Non-current Assets Due Within One Year; 10. Other Current Assets; 23. Other Non-current Assets.”
- 4. Credit risk exposure and credit risk concentration The credit risk of the Company primarily arises from monetary funds and receivables. To mitigate the
aforementioned risks, we have implemented the following measures.
(1) Monetary funds The Company deposits its bank deposits and other monetary funds with financial institutions of high credit
ratings, thus its credit risk is relatively low.
(2) Accounts receivable and contract assets The Company continuously conducts credit assessments on customers who engage in transactions using credit methods. Based on the results of these assessments, the Company chooses to conduct transactions with approved customers who have good credit, and monitor their accounts receivable balances, to make sure that it does not face significant bad debt risks.
Due to the distribution of the Company’s accounts receivable risk points across multiple partners and customers, as of June 30, 2026, 18.31% (December 31, 2025: 16.98%) of its accounts receivable originated from the top five customers by balance. The Company does not have significant credit concentration risk.
The maximum credit risk exposure borne by the Company is the carrying amount of each financial asset in the
balance sheet. (ii) Liquidity risk Liquidity risk is the risk that the Company will run short of funds to meet its obligations settled by delivering cash or other financial assets. Liquidity risk may arise from the inability to sell financial assets at fair value as soon as possible; or from the counterparty’s inability to repay its contractual debts; or from early maturity of debts; or
from the inability to generate expected cash flows.
To control this risk, the Company comprehensively utilizes various financing methods such as bill settlement and bank loans, and adopts a method of appropriately combining long-term and short-term financing to optimize the financing structure, maintaining a balance between financing continuity and flexibility. The Company has obtained bank credit lines from multiple commercial banks to meet its working capital needs and capital expenditures.
Financial liabilities classified by their remaining maturity
| Item<br><br> | Closing balance | ||||
|---|---|---|---|---|---|
| Book value | Undiscounted contract amount<br><br> | Within one year | 1-3 years | More than 3 years<br><br> | |
| Short-term borrowings | 25,113,604.10 | 25,207,453.18 | 25,207,453.18 | ||
| Notes payable | 1,668,214,258.64 | 1,668,214,258.64 | 1,668,214,258.64 | ||
| Accounts payable | 5,719,113,254.81 | 5,719,113,254.81 | 5,719,113,254.81 | ||
| Other payables | 1,378,906,340.85 | 1,378,906,340.85 | 1,378,906,340.85 | ||
| Lease liabilities (including those maturing within one year)<br><br> | 213,286,281.72 | 223,030,115.41 | 87,280,501.94 | 109,038,567.56 | 26,711,045.91 |
| Long-term borrowings (including those maturing within one year)<br><br> | 86,762,275.00 | 88,626,211.39 | 86,526,211.39 | 0.00 | 2,100,000.00 |
| Subtotal | 9,091,396,015.12 | 9,103,097,634.28 | 8,965,248,020.81 | 109,038,567.56 | 28,811,045.91 |
(Continued)
| Item | Closing balance of the previous year | ||||
|---|---|---|---|---|---|
| Book value | Undiscounted contract amount<br><br> | Within one year | 1-3 years | More than 3 years<br><br> | |
| Short-term borrowings | 182,775,753.21 | 186,182,419.88 | 186,182,419.88 | ||
| Notes payable | 1,846,714,475.61 | 1,846,714,475.61 | 1,846,714,475.61 | ||
| Accounts payable | 5,523,021,856.86 | 5,523,021,856.86 | 5,523,021,856.86 | ||
| Other payables | 1,461,459,334.99 | 1,461,459,334.99 | 1,461,459,334.99 | ||
| Lease liabilities (including those maturing within one year)<br><br> | 217,873,760.71 | 217,873,760.71 | 76,043,381.53 | 103,824,679.18 | 38,005,700.00 |
| Long-term borrowings (including those maturing within one year)<br><br> | 86,969,730.83 | 91,623,211.37 | 3,849,534.79 | 803,945.75 | 86,969,730.83 |
| Subtotal | 9,318,814,912.21 | 9,326,875,059.42 | 9,097,271,003.66 | 104,628,624.93 | 124,975,430.83 |
|---|
(iii) Market risk Market risk refers to the risk that the fair value of a financial instrument or future cash flows fluctuate due to
changes in market prices. Market risk primarily includes interest rate risk and foreign exchange risk.
- Interest rate risk Interest rate risk refers to the risk of fluctuations in the fair value of financial instruments or future cash flows due to changes in market interest rates. Fixed-rate interest-bearing financial instruments expose the Company to fair value interest rate risk, while floating-rate interest-bearing financial instruments expose the Company to cash flow interest rate risk. The Company determines the proportion of fixed-rate and floating-rate financial instruments based on market conditions and maintains an appropriate portfolio of financial instruments through regular review and monitoring. The cash flow interest rate risk faced by the Company is primarily related to the Company’s bank loans with floating interest rates.
As of June 30, 2026, the Company’s bank loans with floating interest rates amounted to RMB 98,637,472.10 (as of December 31, 2025: RMB 234,800,000.00). Assuming that other variables remain unchanged, a 50 basis point change in interest rates would not have a significant impact on the Company’s total profit and shareholders’ equity.
- Foreign exchange risk Foreign exchange risk refers to the risk of fluctuations in the fair value of financial instruments or future cash flows due to changes in foreign exchange rates. The Company’s exposure to exchange rate fluctuations is primarily related to its foreign currency monetary assets and liabilities. The Company primarily operates in mainland China, and its main activities are denominated in Renminbi. Therefore, the Company’s exposure to market risk from foreign exchange fluctuations is not significant.
For details of the Company’s foreign currency monetary assets and liabilities at the end of the period, please refer to “Section VIII Financial Statements VII. Notes to Consolidated Financial Statements 65. Foreign Currency Monetary Items.”
- 2. Hedging
- (1) The Company carried out hedging business for risk management
Applicable Not applicable
- (2) The Company conducted eligible hedging business and applied hedging accounting: None.
- (3) The Company carried out hedging business for risk management, which is expected to achieve risk management target, but did not apply hedging accounting
Applicable Not applicable
- 3. Financial assets
- (1) Classification by type of transfer
Applicable Not applicable
- (2) Derecognition of financial assets due to transfer
Applicable Not applicable
- (3) Financial assets involved in continued assets transfer
Applicable Not applicable Other explanations: None.
XIII. Disclosure of Fair Value
- 1. Final fair value of assets and liabilities measured at fair value Unit: RMB
| Item | Closing fair value | |||
|---|---|---|---|---|
| Level I fair value measurement<br><br> | Level II fair value measurement<br><br> | Level III fair value measurement<br><br> | Total | |
| I. Continuous fair value measurement<br><br> | -- | -- | -- | -- |
| (I) Financial assets held for trading<br><br> | 4,746,569,278.18 | 4,600,000.00 | 4,751,169,278.18 | |
| 1. Financial assets measured at fair value with changes recognized in current profit and loss<br><br> | 4,746,569,278.18 | 4,600,000.00 | 4,751,169,278.18 | |
| (1) Others | ||||
| 2. Financial assets measured at fair value with changes recognized in current profit and loss<br><br> | ||||
| (1) Investment in debt instruments<br><br> | ||||
| (2) Investment in equity instruments<br><br> | ||||
| (II) Accounts receivable financing<br><br> | 6,937,103,313.15 | 6,937,103,313.15 | ||
| (1) Notes receivable | 6,937,103,313.15 | 6,937,103,313.15 | ||
| (III) Investment in other equity instruments<br><br> | 71,745,000.00 | 71,745,000.00 | ||
| (IV) Other non-current financial assets<br><br> | 312,435,493.34 | 312,435,493.34 |
| Investment in equity instruments<br><br> | 312,435,493.34 | 312,435,493.34 | ||
|---|---|---|---|---|
| Total assets at continuous fair value measurement<br><br> | 4,746,569,278.18 | 902,162,637.36 | 5,648,731,915.54 |
- 2. Determination basis of the market price of the item measured using level I fair value measurement continuously and non-continuously The trading financial assets held by the Company that are measured at fair value at the first level are stocks traded in the active market. The Company determines their fair value based on the closing price of the open market on the balance sheet date.
- 3. Valuation techniques and qualitative and quantitative information on important parameters adopted for items subject to level II continuous and noncontinuous fair value measurement The trading financial assets held by the Company, which are measured at fair value at the second level, consist of bank and brokerage financial products. The Company determines their fair value based on the net value of each financial product at the end of the period. Other non‑current financial assets represent the Company’s equity investments in unlisted companies, whose closing‑date fair values are determined on the basis of the appraised value of such equity interests.
- 4. Valuation techniques and qualitative and quantitative information on important parameters adopted for items subject to level III continuous and noncontinuous fair value measurement
The other non-current financial assets held by the Company that are measured at fair value at the third level are equity investments in unlisted companies. The Company obtains the annual audit reports of the invested enterprises, considers their operating environment, operational status, and financial condition, and determines the fair value at the end of the period based on the Company’s net assets at the end of the period.
- 5. The reconciliation information between opening and closing book values and unobservable parameter sensitivity analysis for the items subject to level III continuous fair value measurement
None.
- 6. For the items subject to continuous fair value measurement, if there is a conversion between all levels in the current period, the reason for the conversion and the policy for determining the time point of the conversion
None.
- 7. Changes in the valuation technology and the reason for the changes in the current period None.
- 8. Fair value of financial assets and financial liabilities that are not measured at fair value
The financial assets and financial liabilities of the Company not measured at fair value mainly include: cash and cash equivalents, notes receivable, accounts receivable, other receivables, short‑term borrowings, accounts payable, other payables, long‑term borrowings, lease liabilities, long‑term payables, etc. Their carrying amounts do not differ materially from their fair values.
- 9. Others: None.
XIV. Related Parties and Related Party Transactions
1. Information about the parent company of the Company Explanations on the parent company of the Company: None. Ultimate controller of the Company: None. Other explanations:
Controlling shareholders and ultimate controller
The proposal of merger and overall listing of Yunnan Baiyao Group and Baiyao Holdings by issuing shares had been considered and approved at the First Extraordinary General Meeting of Yunnan Baiyao for 2019. On April 24, 2019, CSRC issued the Approval on the Proposal of Merger and Overall Listing of Yunnan Baiyao Group Co., Ltd and Yunnan Baiyao Holdings Co., Ltd (Zheng Jian Xu Ke [2019] No. 770). Prior to the completion of the abovementioned merger and overall listing, the controlling shareholder of the Company was Baiyao Holdings, and there was no de facto controller. After the completion of the transaction, SASAC of Yunnan Province and New Huadu with its acting-in-concert parties, were equally the largest shareholder of the Company, and neither of them obtained the control over the listed company. SASAC of Yunnan Province, along with New Huadu and its acting-in-concert parties, had made long-term share lock-up commitments. Therefore, the listed company did not have de facto controller before and after thetransaction.
On May 22, 2020, SASAC of Yunnan Province transferred 321,160,222 shares of the Company held by it to its wholly-owned subsidiary State-owned Equity Management Company at nil consideration. After the completion of the transfer, State-owned Equity Operation and Management Company and New Huadu with its acting-in-concert parties, were equally the largest shareholder of the Company, and there was no change in the Company’s situation of not having a de facto controller or controlling shareholder.
On December 8, 2021, SASAC of Yunnan Province transferred 100% of the shares held by State-owned Equity Operation and Management Company to Yunnan Investment Group Co., Ltd. After the equity transfer, Yunnan Investment Group Co., Ltd would hold 321,160,222 shares of the Company through State-owned Equity Operation and Management Company, accounting for 25.04% of the total share capital of the Company. State-owned Equity Operation and Management Company and New Huadu and New Huadu with its acting-in-concert parties, were equally the largest shareholder of the Company, and the situation that the Company has no de facto controller and no controlling shareholder remain unchanged.
On August 7, 2024, the Company disclosed the Announcement on Increase in Shareholdings of the Company by Shareholders of 5% or More and the Subsequent Shareholding Increase Plan. The Company’s largest shareholder, the State-owned Equity Management Company, increased its shareholdings in the Company by 17,807,463 or 0.9980% shares through the Shenzhen Stock Exchange’s centralized bidding system during the period from August 6, 2024 to February 5, 2025. As of February 6, 2025, the State-owned Equity Management Company held 467,431,774 shares of the Company, accounting for 26.20% of the Company’s total shares. The State-owned Equity Management Company remains the largest shareholder, and the Company continues to have no de facto controller and no controlling shareholder.
2. Information about subsidiaries of the Company For details of subsidiaries of the Company, please refer to Section 1 “Interest in Subsidiaries” under Note X.
3. Information about joint ventures and associates of the Company
For details of important joint ventures or associates of the Company, please refer to Note X3 (1) Important Joint Ventures or Associates. Details of other joint ventures or associates with related party transactions for the period and balances resulting from related party transactions in the previous period are as follows:
| Name of joint ventures or associates | Relationship with the Company |
|---|---|
| Shanghai Pharmaceuticals Holding Co., Ltd. | Associate |
| Lijiang Changgengming Trading Co., Ltd. | Associate |
Other explanations: None.
4. Information about other related parties
| Name of other related parties | Relationship between other related parties and the Company |
|---|---|
| Yunnan State-owned Equity Operation Management Co., Ltd. | Substantial shareholder of the Company |
| New Huadu Industrial Group Co., Ltd. | Substantial shareholder of the Company |
| Yunnan Hehe (Group) Co., Ltd. | Substantial shareholder of the Company |
| YEIG Property Services Co., Ltd. | Sub-subsidiary of the substantial shareholder |
| Yunnan Drug Technology Development Operation Co., Ltd. | Investee company of a minority shareholder of the sub-subsidiary |
| Yunnan Jingxing Pharmaceutical Group Co., Ltd. | Minority shareholder that has significant influence on the subsidiary |
| MB Packaging Limited [Note 1] | Sub-subsidiary of the former substantial shareholder |
| Kunming Yusi Pharmaceutical Co., Ltd. [Note 2] | Sub-subsidiary of the former substantial shareholder |
| Yunnan Salt Wenshan Co., Ltd. | Sub-subsidiary of the substantial shareholder |
| Yunnan Gongtou TCM Materials and Decoction Pieces Industry Development Co., Ltd. [Note 5] | Previous employers of the director |
| Yunnan Energy-Saving Technology Development and Operation Co., Ltd. | Sub-subsidiary of the substantial shareholder |
| Yunnan Sports Industry Investment Co., Ltd. | Sub-subsidiary of the substantial shareholder |
| Hongta Securities Co., Ltd. [Note 3] | Previous employers of the senior management |
| Yunnan Medical Investment Management Group Co., Ltd. | Sub-subsidiary of the substantial shareholder |
| Yunnan Salt Industry Dianzhong Co., Ltd. | Sub-subsidiary of the substantial shareholder |
| Yunnan Geological Engineering Survey Co., Ltd. | Sub-subsidiary of the substantial shareholder |
| Kunming Dehe Canned Food Co., Ltd and its subsidiaries | Subsidiary of the substantial shareholder |
| YEIG Electric Power Assembly Park Development Co., Ltd. | Sub-subsidiary of the substantial shareholder |
| Tibet Jiushi Zhihe Marketing Co., Ltd. | Subsidiary of the substantial shareholder |
| Tibet Jiujia E-Commerce Co., Ltd. | Sub-subsidiary of the substantial shareholder |
| Jiuai Zhihe (Beijing) Technology Co., Ltd. | Subsidiary of the substantial shareholder |
| Yunnan Hongta Bank Co., Ltd. | Subsidiary of the substantial shareholder |
| Yunnan Health & Cultural Tourism Holding Group Co., Ltd. | Employers of family members of the senior management |
| Yunnan Jianshui County Xingda Medicine Co., Ltd. | Minority shareholder that has significant influence on the subsidiary |
| Yunnan Baoshan Medicine Co., Ltd. [Note 4] | Former minority shareholder that has significant influence on the subsidiary |
| Yunnan Tianma Pharmaceutical Co., Ltd. | Minority shareholder that has significant influence on the subsidiary |
| Kaiyuan Sanfa Pharmaceutical Trade Co., Ltd. | Minority shareholder that has significant influence on the subsidiary |
|---|---|
| Chuxiong Yunzhu Trading Co., Ltd. | Minority shareholder that has significant influence on the subsidiary |
| Kunming Nuo’an Enterprise Management Co., Ltd. | Minority shareholder that has significant influence on the subsidiary |
| Yunnan Medical Investment Management Group Kunming Technology Co., Ltd. | Sub-subsidiary of the substantial shareholder |
| Qiubei County Wanhe Pharmaceutical Co., Ltd. | Minority shareholder that has significant influence on the subsidiary |
| Yunnan Salt Industry Dianzhong Co., Ltd. | Sub-subsidiary of the substantial shareholder |
| Yunnan Kunhua Hospital Investment Management Co., Ltd. | Sub-subsidiary of the substantial shareholder |
| Yunnan Salt Rixin Co., Ltd. | Sub-subsidiary of the substantial shareholder |
| Yunnan Geotechnical Engineering Survey and Design Research Institute Co., Ltd. | Sub-subsidiary of the substantial shareholder |
| Yunnan Labor Force Center Market Co., Ltd. | Sub-subsidiary of the substantial shareholder |
| Yunnan Medical Investment Management Group Kunming Technology Co., Ltd. | Sub-subsidiary of the substantial shareholder |
| Ma Xinhong | Senior management of the sub-subsidiary |
| Ma Zhanjiang | Senior management of the sub-subsidiary |
| Shi Guang | Senior management of the sub-subsidiary |
Other explanations:
- [Note 1] Its former controlling shareholder, Yunnan Energy Research Institute Co., Ltd (a subsidiary of Yunnan Investment Holdings Group), reduced its shareholding to become the third‑largest shareholder on February 14, 2025 and no longer exercises control over the entity.
- [Note 2] It was formerly a wholly‑owned subsidiary of Yunnan Ran’er Chemical Co., Ltd (a subsidiary of Yunnan Investment Holdings Group Co., Ltd), and ceased to be its subsidiary with effect from October 18, 2024.
- [Note 3] This is a company where the Company’s current senior management previously served. It was a connected legal person of the Company for the period from June 11, 2025 to June 11, 2026.
- [Note 4] It ceased to be a minority shareholder with significant influence over the subsidiary with effect from July 2024.
- [Note 5] This is a company where the Company’s current director served within the 12‑month period prior to his appointment. It was a related party of the Company for the period from June 11, 2024 to June 11, 2025.
- 5. Related party transactions
- (1) Related party transactions on purchase and sales of goods and rendering and receiving of services Information on commodities purchased/labor services accepted
Unit: RMB
| Related party | Contents of related party transaction<br><br> | Amount for the current period<br><br> | Approved transaction limit<br><br> | Whether exceeding the transaction limit<br><br> | Amount for the previous period<br><br> |
|---|---|---|---|---|---|
| YEIG Property Services Co., Ltd. | Receipt of services | 349,993.64 | 556,163.40 | ||
| Yunnan Drug Technology Development Operation Co., Ltd. | Purchase of goods | 4,612,634.67 | 267,380.84 | ||
| Yunnan Jingxing Pharmaceutical Group Co., Ltd. | Purchase of goods | 481,400.58 | |||
| Kunming Yusi Pharmaceutical Co., Ltd. | Purchase of goods | 579,216.92 |
| Yunnan Salt Wenshan Co., Ltd. | Purchase of industrial salt | 30,600.00 | |||
|---|---|---|---|---|---|
| Shanghai Pharmaceuticals Holding Co., Ltd and its subsidiaries | Purchase of goods and services | 363,239,327.99 | 1,200,000,000.00 | 330,329,271.95 | |
| MB Packaging Limited | Purchase of goods | 1,321,193.92 | |||
| Yunnan Gongtou TCM Materials and Decoction Pieces Industry Development Co., Ltd. | Purchase of TCM materials | 394,948.67 | |||
| Yunnan Energysaving Technology Development and Operation Co., Ltd. | Technical services | 48,000.00 | |||
| Yunnan State-owned Equity Operation Management Co., Ltd. | Purchase of services | 1,661,477.28 | 1,658,970.50 | ||
| Yunnan Sports Industry Investment Co., Ltd. | Purchase of services | 1,000,000.00 | |||
| Hongta Securities Co., Ltd. | Purchase of services | 100,000.00 | |||
| Yunnan Medical Investment Management Group Co., Ltd. | Purchase of goods | 390,486.73 | |||
| Yunnan Salt Industry Dianzhong Co., Ltd. | Purchase of goods | 30,911.52 | |||
| Yunnan Geological Engineering Survey Co., Ltd. | Purchase of services | 12,400.00 | |||
| Kunming Dehe Canned Food Co., Ltd and its subsidiaries | Purchase of goods | 5,197.33 |
Information on commodities sold/labor services provided
Unit: RMB
| Related Party | Contents of related party transaction<br><br> | Amount for the current period | Amount for the previous period<br><br> |
|---|---|---|---|
| Yunnan Provincial Pharmaceutical Technology Development and Operation Co., Ltd. | Sale of drugs | 4,736,783.46 | 15,870,951.51 |
| Yunnan Jingxing Pharmaceutical Group Co., Ltd. | Sales of drugs | -1,278.00 | 2,179,474.73 |
| Shanghai Pharmaceuticals Holding Co., Ltd and its subsidiaries | Sales of goods | 248,119,338.30 | 282,839,620.84 |
| Tibet Jiushi Zhihe Marketing Co., Ltd. | Sale of goods | 174,978,625.82 | 113,621,290.60 |
| Tibet Juliang E-Commerce Co., Ltd. | Sale of goods | 64,230.79 | 45,405.66 |
| Jiuai Zhihe (Beijing) Technology Co., Ltd. | Sale of goods | 82,300.88 | 29,911.51 |
| Yunnan Hongta Bank Co., Ltd. | Sales of drugs | 7,100.38 | |
|---|---|---|---|
| Yunnan Hehe (Group) Co., Ltd. | Sales of drugs | 1,944.11 | |
| Yunnan Health & Cultural Tourism Holding Group Co., Ltd. | Sales of drugs | 2,086.37 |
Explanations on related party transactions on purchase and sales of goods and rendering and receiving of services: None.
- (2) Trusteeship/contracting and entrusted management/outsourcing: None.
- (3) Leasing between related parties
The Company as the lessor: None.
2026 Interim Report of Yunnan Baiyao Group Co., Ltd.
The Company as the lessee:
Unit: RMB
| Name of lessor | Types of leased assets<br><br> | Rental costs for short-term leases and leases of lowvalue assets that are streamlined in accounting treatment (if applicable)<br><br> | Variable lease payments that are not included in the measurement of the lease liability (if applicable)<br><br> | Rent paid | Interest expense on lease liabilities assumed<br><br> | Increased right-to-use assets | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount for the current period<br><br> | Amount for the previous period<br><br> | Amount for the current period<br><br> | Amount for the previous period<br><br> | Amount for the current period<br><br> | Amount for the previous period<br><br> | Amount for the current period<br><br> | Amount for the previous period<br><br> | Amount for the current period<br><br> | Amount for the previous period<br><br> | ||
| YEIG Power Assembly Park Development Co., Ltd. | House | 31,554.51 | 61,490.47 | ||||||||
| Yunnan Jianshui County Xingda Medicine Co., Ltd. | House | 76,181.48 | 104,593.90 | ||||||||
| Yunnan Tianma Pharmaceutical Co., Ltd. | House | 22,065.55 | 28,286.13 | ||||||||
| Yunnan Jingxing Pharmaceutical Group Co., Ltd. | House | 1,108,799.34 | 22,761.60 | 44,623.38 | -835,516.44 | ||||||
| Kaiyuan Sanfa Pharmaceutical Trade Co., Ltd. | Vehicle and equipment | 125,840.71 | 248,495.58 |
Explanations on leasing between related parties: None.
221
- (4) Related party guarantees: None.
- (5) Borrowings with related parties: None.
- (6) Asset transfer and debt restructuring of related parties: None.
- (7) Remuneration to key management personnel Unit: RMB
| Item | Amount for the current period | Amount for the previous period |
|---|---|---|
| Remuneration to key management personnel | 10,262,778.50 | 17,481,615.90 |
Note: The current‑period and previous‑period amounts of remuneration paid to key management personnel represent the basic compensation received by directors and senior management from the Company for the first half‑year, including base salaries, post allowances and other items.
- (8) Other related party transactions: None.
- 6. Amounts receivable from and payable to related parties
- (1) Receivables Unit: RMB
| Item name | Related party<br><br> | Closing balance | Opening balance | ||
|---|---|---|---|---|---|
| Book balance | Provision for bad debt<br><br> | Book balance | Provision for bad debt<br><br> | ||
| Accounts receivable | Shanghai Pharmaceuticals Holding Co., Ltd and its subsidiaries | 11,879,812.33 | 593,915.40 | 15,165,860.65 | 758,293.03 |
| Accounts receivable | Lijiang Changgengming Trading Co., Ltd. | 2,849,942.43 | 2,675,994.41 | 2,849,942.43 | 2,302,794.52 |
| Accounts receivable | Yunnan Jingxing Pharmaceutical Group Co., Ltd. | 384,707.89 | 18,877.75 | ||
| Accounts receivable | Yunnan Drug Technology Development and Operation Co., Ltd. | 3,000,328.57 | 150,016.43 | 100,454.55 | 5,022.73 |
| Notes receivable | Shanghai Pharmaceuticals Holding Co., Ltd and its subsidiaries | 834,828.38 | 8,377,326.34 | ||
| Accounts receivable financing | Shanghai Pharmaceuticals Holding Co., Ltd and its subsidiaries | 3,531,101.31 | |||
| Dividends receivable | Shanghai Pharmaceuticals Holding Co., Ltd. | 232,969,378.60 | 79,875,215.52 | ||
| Prepayment | Shanghai Pharmaceuticals Holding Co., Ltd and its subsidiaries | 17,046.50 | |||
| Prepayment | Yunnan Medical Investment Management Group Kunming Technology Co., Ltd. | 28,871.00 | 28,871.00 | ||
| Prepayment | Qiubei County Wanhe Pharmaceutical Co., Ltd | 72,206.41 | |||
| Prepayment | Yunnan Salt Industry Dianzhong Co., Ltd. | 3,500.00 | |||
| Other receivables | Yunnan Kunhua Hospital Investment Management Co., Ltd. | 200,000.00 | 60,000.00 | 200,000.00 | 60,000.00 |
- (2) Payables
Unit: RMB
| Item name | Related party | Book balance at the end of the period<br><br> | Book balance at the beginning of the period<br><br> |
|---|---|---|---|
| Accounts payable | Shanghai Pharmaceuticals Holding Co., Ltd and its subsidiaries | 84,118,197.66 | 71,609,299.66 |
| Accounts payable | MB Packaging Limited | 862,711.03 | |
| Accounts payable | Yunnan Drug Technology Development Operation Co., Ltd. | 2,961,463.68 | 92,915.38 |
| Accounts payable | Yunnan Salt Industry Wenshan Co., Ltd. | 23,362.83 | |
| Accounts payable | Yunnan Salt Rixin Co., Ltd. | 8,403.60 | 8,403.60 |
| Accounts payable | Yunnan Jingxing Pharmaceutical Group Co., Ltd. | 7,152.62 | |
| Accounts payable | Kunming Dehe Canned Food Co., Ltd. | 5,655.00 | 5,655.00 |
| Accounts payable | Yunnan Geotechnical Engineering Survey and Design Research Institute Co., Ltd. | 167,338.81 | 167,338.81 |
| Notes payable | Shanghai Pharmaceuticals Holding Co., Ltd and its subsidiaries | 974,298.00 | 1,101,228.80 |
| Contractual liabilities | Tibet Jiushi Zhihe Marketing Co., Ltd. | 19,233,009.57 | 17,545,544.65 |
| Contractual liabilities | Shanghai Pharmaceuticals Holding Co., Ltd and its subsidiaries | 4,182,926.90 | 11,316,812.74 |
| Contractual liabilities | Yunnan Tianma Pharmaceutical Co., Ltd. | 14,832.33 | 13,125.96 |
| Other payables | Yunnan Labor Force Center Market Co., Ltd. | 82,130.72 | 94,981.90 |
| Other payables | Shanghai Pharmaceuticals Holding Co., Ltd and its subsidiaries | 42,600.00 | 317,419.54 |
| Other payables | Yunnan Salt Rixin Co., Ltd. | 5,000.00 | 5,000.00 |
| Other payables | Yunnan Medical Investment Management Group Kunming Technology Co., Ltd. | 4,229.99 | 4,229.99 |
| Other payables | Ma Xinhong | 46,200,000.00 | 46,200,000.00 |
| Other payables | Ma Zhanjiang | 26,400,000.00 | 26,400,000.00 |
| Other payables | Shi Guang | 18,480,000.00 | 18,480,000.00 |
| Lease liabilities | Yunnan Jianshui County Xingda Medicine Co., Ltd. | 3,212,218.84 | 3,165,586.27 |
| Noncurrent liabilities due within one year | Yunnan Baoshan Medicine Co., Ltd. | 3,679,384.19 | |
| Noncurrent liabilities due within one year | Yunnan Jianshui County Xingda Medicine Co., Ltd. | 1,521,623.88 | 1,492,074.97 |
| Noncurrent liabilities due within | YEIG Power Assembly Park Development Co., Ltd. | 1,419,089.96 | 1,382,344.99 |
| one year | |||
|---|---|---|---|
| Noncurrent liabilities due within one year | Yunnan Tianma Pharmaceutical Co., Ltd. | 1,456,597.43 | |
| Accounts payable | Yunnan Medical Investment Management Group Co., Ltd. | 151,810.00 | |
| Accounts payable | Yunnan Jianshui County Xingda Medicine Co., Ltd. | 540.03 | |
| Other payables | Yunnan Drug Technology Development Operation Co., Ltd. | 2,850,000.00 | |
| Accounts payable | Kunming Dehe Economic and Trade Co., Ltd. | 29,527.63 | |
| Noncurrent liabilities due within one year | Yunnan Jingxing Pharmaceutical Group Co., Ltd. | 1,257,355.18 | |
| Contractual liabilities | Yunnan Jingxing Pharmaceutical Group Co., Ltd. | 1,278.23 | |
| Dividends payable | Chuxiong Yunzhu Trading Co., Ltd. | 743,156.77 | 743,156.77 |
| Dividends payable | Kunming Nuo’an Enterprise Management Co., Ltd. | 574,231.96 | 574,231.96 |
- 7. Related party commitments: None.
- 8. Others: None.
XV. Share-based Payment
- 1. General information about share-based payment
□Applicable ☑Not applicable
- 2. Equity-settled share-based payment
□Applicable ☑Not applicable
- 3. Cash-settled share-based payment
□Applicable ☑Not applicable
- 4. Share payments during the period
□Applicable ☑Not applicable
- 5. Amendment and termination of share-based payment: None.
- 6. Others: None.
XVI. Commitment and Contingencies
- 1. Significant commitments
Significant commitments on the balance sheet date: None.
- 2. Contingencies
- (1) Significant contingencies on the balance sheet date: None.
- (2) Where the Company had no significant contingencies to disclose, explanation is also required
The Company had no significant contingencies to disclose.
- 3. Others: None.
XVII. Events Subsequent to the Balance Sheet Date
- 1. Important non-adjusting events: None.
- 2. Profit distribution
| Proposed dividend per 10 shares (RMB) | 10.38 |
|---|---|
| Proposed bonus shares per 10 shares (shares) | 0.00 |
| Proposed capitalization‑issue shares per 10 shares (shares)<br><br> | 0.00 |
| Approved and declared dividend per 10 shares (RMB)<br><br> | 10.38 |
| Approved and declared bonus shares per 10 shares (shares)<br><br> | 0.00 |
| Approved and declared capitalization‑issue shares per 10 shares (shares)<br><br> | 0.00 |
| Profit distribution plan | Based on the Company’s total issued share capital of 1,784,262,603 shares as of the first half of 2026, the plan proposes to distribute a cash dividend of RMB 10.38 (tax inclusive) per 10 shares to all shareholders, with no bonus shares (tax inclusive). The total amount of this cash dividend is RMB 1,852,064,581.91, and no capital reserves will be used to increase share capital. The total amount of the 2026 special dividend represents 50.04% of the net profit attributable to the parent company for the first half of 2026. |
- 3. Sales return: None.
- 4. Explanation on other events subsequent to the balance sheet date: None.
XVIII. Other Significant Events
- 1. Correction of previous accounting errors
- (1) Retrospective restatement method: None.
- (2) Prospective application method: None.
- 2. Debt restructuring: None.
- 3. Assets exchange
- (1) Exchange of non-cash and bank balance: None.
- (2) Exchange of other assets: None.
- 4. Annuity plan
- (1) The Company has established an enterprise annuity plan in accordance with the Trial Measures for
Enterprise Annuity, the Trial Measures for Enterprise Annuity Fund Management and other regulations issued by
the Ministry of Labor and Social Security. The enterprise annuity plan was submitted to the Department of Labor and Social Security of Yunnan Province, and the Company obtained the Reply on the Filing of the Enterprise Annuity Plan of Yunnan Baiyao Group Co., Ltd (Yun Lao She Han [2006] No. 267). Amendments to the annuity plan were submitted to the Department of Human Resources and Social Security of Yunnan Province, and the Company obtained the Letter on Amendments to the Enterprise Annuity Plan of Yunnan Baiyao Group Co., Ltd (Yun‑Ren‑She‑Han [2023] No. 207). Employees of the Company who meet the criteria under the plan may participate on a voluntary basis. The annual enterprise contribution is 5% of the Company’s total payroll of the previous year, while individual employee contributions equal 10% of the enterprise’s contribution amount. Individual contributions are withheld by the Company from employees’ salaries. The account manager for the annuity plan has been changed to Bank of China Limited. Guotai Asset Management Co., Ltd and Ping An Annuity Insurance Company Of China, Ltd have been added as investment managers. The trustee and custodian remain unchanged.
- (2) Yunnan Pharmaceutical Co., Ltd, a subsidiary of the Company, has established an enterprise annuity plan
in accordance with the Trial Measures for Enterprise Annuity, the Trial Measures for Enterprise Annuity Fund Management and other regulations issued by the Ministry of Labor and Social Security. The enterprise annuity plan was submitted to the Department of Human Resources and Social Security of Yunan Province and the Kunming Municipal Bureau of Labor and Social Security, and the Company obtained the Confirmation Letter on the Enterprise Annuity Plan of Yunnan Pharmaceutical Co., Ltd issued by the Department of Human Resources and Social Security of Yunan Province (Yun Ren She Han [2009] No. 79) and the Reply on the Filing of the Enterprise Annuity Plan of Yunnan Pharmaceutical Co., Ltd issued by the Kunming Municipal Bureau of Labor and Social Security (Kun Lao She Han [2008] No. 204). Amendments to the annuity plan were submitted to the Kunming Municipal Bureau of Human Resources and Social Security, and the Company obtained the Letter on Filing of Amendments to the Enterprise Annuity Plan of Yunnan Pharmaceutical Co., Ltd (Kun Ren She Han [2019] No. 2). Employees of the Company who meet the criteria under the plan may participate on a voluntary basis. The annual enterprise contribution is 5% of Yunnan Pharmaceutical Co., Ltd’s total payroll of the previous year, while individual employee contributions equal 10% of the enterprise’s contribution amount. Individual contributions are withheld by the Company from employees’ salaries. The account manager of the enterprise annuity plan remains unchanged.
- (3) Yunnan Institute of Materia Medica, a subsidiary of the Company, has established an enterprise annuity
plan in accordance with the Reply Letter on the Implementation Plan for the Enterprise Annuity of Yunnan Institute of Materia Medica issued by the Department of Human Resources and Social Security of Yunnan Province (Yun Ren She Han [2009] No. 79) and the Kunming Municipal Bureau of Labor and Social Security (Kun‑Ren‑She‑Han [2016] No. 21). Adjustments to the annuity plan were submitted to the Kunming Municipal Bureau of Human Resources and Social Security, and the Company obtained the Reply Letter on Adjustment to the Enterprise Annuity Plan of Yunnan Institute of Materia Medica (Kun Ren She Han [2024] No. 105). Employees of the Company who meet the criteria under the plan may participate on a voluntary basis. The annual enterprise contribution is 5% of Yunnan Institute of Materia Medica’s total payroll of the previous year, while individual employee contributions equal 10% of the enterprise’s contribution amount. Individual contributions are withheld by the Company from
employees’ salaries. The manager of the enterprise annuity plan remains unchanged.
- (4) Yunnan Baiyao Group Wuxi Pharmaceutical Co., Ltd, a subsidiary of the Company, has established an enterprise annuity plan in accordance with the Reply on the Establishment of the Enterprise Annuity Plan for Yunnan Baiyao Group (Xi Ren She Fu [2018] No. 27) issued by the Wuxi Municipal Bureau of Human Resources and Social Security. Amendments to the annuity plan were submitted to the Wuxi Municipal Bureau of Human Resources and Social Security, and the Company obtained the Reply on Re‑filing of the Enterprise Annuity Plan of Yunnan Baiyao Group Wuxi Pharmaceutical Co., Ltd (Xi Ren She Fu [2025] No. 14). Employees of the Company who meet the criteria under the plan may participate on a voluntary basis. The annual enterprise contribution is 5% of Yunnan Baiyao Group Wuxi Pharmaceutical Co., Ltd’s total payroll of the previous year, while individual employee contributions equal 10% of the enterprise’s contribution amount. Individual contributions are withheld by the Company from employees’ salaries. The manager of the enterprise annuity plan remains unchanged.
- 5. Discontinuation of operation: None.
- 6. Segment information
- (1) Determination basis and accounting policy of reporting segments: None.
- (2) Financial information of reporting segments: None.
- (3) If the Company has no reporting segment or the total assets and total liabilities of the reporting segments cannot be disclosed, please explain the reason: None.
- (4) Other explanations: None.
- 7. Other significant transactions and matters that have an impact on investors’ decision-making: None.
- 8. Others: None.
XIX. Notes to Major Items of Financial Statements of the Parent Company
- 1. Accounts receivable
- (1) Disclosure by aging
Unit: RMB
| Aging | Closing balance | Opening balance |
|---|---|---|
| Within 1 year (inclusive of 1 year) | 1,538,783,326.64 | 1,244,764,619.52 |
| 1 to 2 years | 10,627,149.53 | 8,224,921.66 |
| 2 to 3 years | 3,256,443.61 | 1,685,144.62 |
| Above 3 years | 728,405,904.55 | 726,736,143.29 |
| Total | 2,281,072,824.33 | 1,981,410,829.09 |
- (2) Disclosure by the method of provision for bad debts
2026 Interim Report of Yunnan Baiyao Group Co., Ltd.
Unit: RMB
| Category<br><br> | Closing balance | Opening balance | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Book balance | Provision for bad debt | Book value | Book balance | Provision for bad debt | Book value | |||||
| Amount | Proportion | Amount | Provision proportion<br><br> | Amount | Proportion | Amount | Provision proportion<br><br> | |||
| Account receivables with provision for bad debt on portfolio basis<br><br> | 2,281,072,824.33 | 100.00% | 20,952,950.95 | 0.92% | 2,260,119,873.38 | 1,981,410,829.09 | 100.00% | 21,541,975.87 | 1.09% | 1,959,868,853.22 |
| Including: | ||||||||||
| Related party portfolio<br><br> | 2,219,125,757.38 | 97.28% | 2,219,125,757.38 | 1,882,817,812.89 | 95.02% | 1,882,817,812.89 | ||||
| Age-based portfolio<br><br> | 61,947,066.95 | 2.72% | 20,952,950.95 | 33.82% | 40,994,116.00 | 98,593,016.20 | 4.98% | 21,541,975.87 | 21.85% | 77,051,040.33 |
| Total | 2,281,072,824.33 | 100.00% | 20,952,950.95 | 0.92% | 2,260,119,873.38 | 1,981,410,829.09 | 100.00% | 21,541,975.87 | 1.09% | 1,959,868,853.22 |
228
Provision for bad debts made on a portfolio basis:
Unit: RMB
| Name | Closing balance | ||
|---|---|---|---|
| Book balance | Provision for bad debts | Provision proportion | |
| Related party portfolio | 2,219,125,757.38 | ||
| Age-based portfolio | 61,947,066.95 | 20,952,950.95 | 33.82% |
| Total | 2,281,072,824.33 | 20,952,950.95 |
Explanation on the basis for determining the portfolio: None. If provision was made for bad debts of accounts receivable in accordance with the general expected credit loss model:
Applicable Not applicable
- (3) Provision for bad debts accrued, recovered or reversed during the period: None.
- (4) Actual write-off of accounts receivable for the period
Unit: RMB
| Item | Amount of write-off |
|---|---|
| Actual write-off of accounts receivable | 130,978.95 |
Significant write-off of accounts receivable: None. Explanation on write-off of accounts receivable: None.
- (5) Top five customers in closing balance of accounts receivable and contractual assets summarized by debtor Unit: RMB
| Customer name | Closing balance of accounts receivable<br><br> | Closing balance of contractual assets<br><br> | Closing balance of accounts receivable and contractual assets<br><br> | Percentage of total of closing balance of accounts receivable and contractual assets<br><br> | Closing balance of provision for bad debts of accounts receivable and provision for impairment of contractual assets<br><br> |
|---|---|---|---|---|---|
| Customer A | 922,765,374.00 | 922,765,374.00 | 13.12% | ||
| Customer B | 823,175,632.58 | 823,175,632.58 | 11.70% | ||
| Customer C | 242,319,413.31 | 242,319,413.31 | 3.45% | ||
| Customer D | 143,722,655.80 | 143,722,655.80 | 2.04% | ||
| Customer E | 35,865,651.89 | 35,865,651.89 | 0.51% | ||
| Total | 2,167,848,727.58 | 2,167,848,727.58 | 30.82% |
- 2. Other receivables
Unit: RMB
| Item | Closing balance | Opening balance |
|---|---|---|
| Dividends receivable | 232,969,378.60 | 79,875,215.52 |
| Other receivables | 6,882,371,527.77 | 6,552,212,996.22 |
| Total | 7,115,340,906.37 | 6,632,088,211.74 |
- (1) Interest receivable: None.
- (2) Dividends receivable
- 1) Category of dividends receivable
Unit: RMB
| Item (or investee) | Closing balance | Opening balance |
|---|---|---|
| Shanghai Pharmaceuticals Holding Co., Ltd.<br><br> | 232,969,378.60 | 79,875,215.52 |
| Total | 232,969,378.60 | 79,875,215.52 |
- 2) Significant dividends receivable aged above 1 year: None.
- 3) Disclosure by the method of provision for bad debts
Applicable Not applicable
- 4) Provision for bad debts accrued, recovered or reversed during the period: None.
- 5) Actual write-off of dividends receivable during this reporting period: None.
- (3) Other receivables
1) Other receivables by nature
Unit: RMB
| Nature | Book balance at the end of the reporting period<br><br> | Book balance at the beginning of the reporting period<br><br> |
|---|---|---|
| Amounts due from/to related‑parties within the consolidation scope<br><br> | 7,013,260,766.49 | 6,686,598,659.88 |
| Deposits and guarantees | 2,867,232.36 | 4,639,663.00 |
| Petty cash and others | 17,585,499.12 | 12,713,170.32 |
| Total | 7,033,713,497.97 | 6,703,951,493.20 |
2) Disclosure by aging
Unit: RMB
| Aging | Book balance at the end of the period | Opening balance at the end of the period |
|---|
| Within 1 year (inclusive of 1 year) | 3,184,081,801.79 | 2,754,961,521.16 |
|---|---|---|
| 1 to 2 years | 775,777,592.02 | 801,370,373.68 |
| 2 to 3 years | 1,042,537,442.61 | 1,596,345,756.81 |
| Above 3 years | 2,031,316,661.55 | 1,551,273,841.55 |
| Total | 7,033,713,497.97 | 6,703,951,493.20 |
3) Disclosure by the method of provision for bad debts
Unit: RMB
| Category | Closing balance | Opening balance | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Book balance | Provision for bad debts | Book value | Book balance | Provision for bad debts | Book value<br><br> | |||||
| Amount | Proportion | Amount | Provision proportion<br><br> | Amount | Proportion | Amount | Provision proportion<br><br> | |||
| Provision for bad debts by portfolio<br><br> | 7,033,713,497.97 | 100.00% | 151,341,970.20 | 2.15% | 6,882,371,527.77 | 6,703,951,493.20 | 100.00% | 151,738,496.98 | 2.26% | 6,552,212,996.22 |
| Including: | ||||||||||
| Age-based portfolio<br><br> | 20,452,731.48 | 0.29% | 5,367,300.66 | 26.24% | 15,085,430.82 | 17,352,833.32 | 0.26% | 5,763,827.44 | 33.22% | 11,589,005.88 |
| Related party portfolio<br><br> | 7,013,260,766.49 | 99.71% | 145,974,669.54 | 2.08% | 6,867,286,096.95 | 6,686,598,659.88 | 99.74% | 145,974,669.54 | 2.18% | 6,540,623,990.34 |
| Total | 7,033,713,497.97 | 100.00% | 151,341,970.20 | 2.15% | 6,882,371,527.77 | 6,703,951,493.20 | 100.00% | 151,738,496.98 | 2.26% | 6,552,212,996.22 |
Provision for bad debts made on a portfolio basis:
Unit: RMB
| Name | Closing balance | ||
|---|---|---|---|
| Book balance | Provision for bad debts | Provision proportion | |
| Age-based portfolio | 20,452,731.48 | 5,367,300.66 | 26.24% |
| Related party portfolio | 7,013,260,766.49 | 145,974,669.54 | 2.08% |
| Total | 7,033,713,497.97 | 151,341,970.20 |
Explanation on the basis for determining the portfolio: None. Provision for bad debts in accordance with the general expected credit loss model:
Unit: RMB
| Provision for bad debts | Phase I | Phase II | Phase III | Total<br><br> |
|---|---|---|---|---|
| Expected credit losses for the next 12 months<br><br> | Lifetime ECL (not creditimpaired)<br><br> | Lifetime ECL (creditimpaired)<br><br> | ||
| Balance as of January 1, 2026 | 151,738,496.98 | 151,738,496.98 | ||
| Balance as of January 1, 2026 in the current period<br><br> | ||||
| Current reversal | 396,526.78 | 396,526.78 | ||
| Balance as of June 30, 2026 | 151,341,970.20 | 151,341,970.20 |
Division base for each phase and proportion of provision for bad debts: None. Changes in book balance with significant changes in loss reserves in the current period
Applicable Not applicable
- 4) Provision for bad debts accrued, recovered or reversed during the period
Provision for bad debts for the period:
Unit: RMB
| Category | Opening balance<br><br> | Change in the current period | Closing balance | |||
|---|---|---|---|---|---|---|
| Provision | Recovery or reversal<br><br> | Transfer or write-off<br><br> | Others | |||
| Age-based portfolio | 5,763,827.44 | 396,526.78 | 5,367,300.66 | |||
| Related party portfolio | 145,974,669.54 | 145,974,669.54 | ||||
| Total | 151,738,496.98 | 0.00 | 396,526.78 | 151,341,970.20 |
Provision for bad debt with important amount of recovery or reversal during the period: None.
- 5) Actual write-off of other receivables during this reporting period: None.
- 6) Top five customers in closing balance of other receivables summarized by debtor
Unit: RMB
| Entity name | Nature | Closing balance | Aging | Percentage of total of closing balance of other receivables<br><br> | Closing balance of provision for bad debts<br><br> |
|---|---|---|---|---|---|
| Customer A | Amounts due from/to related‑parties within the consolidation scope | 2,110,054,946.99 | Within 1 year, 1 to 2 years, 2 to 3 years, above 3 years | 30.00% | |
| Customer B | Amounts due from/to related‑parties within the consolidation scope | 1,010,474,351.77 | Within 1 year, 1 to 2 years, 2 to 3 years, above 3 years | 14.37% | |
| Customer C | Amounts due from/to related‑parties within the consolidation scope | 986,717,000.79 | Within 1 year | 14.03% | |
| Customer D | Amounts due from/to related‑parties within the consolidation scope | 823,745,699.09 | Within 1 year, 1 to 2 years, 2 to 3 years, above 3 years | 11.71% | |
| Customer E | Amounts due from/to related‑parties within the consolidation scope | 522,943,846.89 | Within 1 year, 1 to 2 years, 2 to 3 years, above 3 years | 7.43% | |
| Total | 5,453,935,845.53 | 77.54% |
- 7) Reported as other receivables due to centralized fund management: None.
3. Long-term equity investment
Unit: RMB
| Item | Closing balance | Opening balance | ||||
|---|---|---|---|---|---|---|
| Book balance | Impairment provision<br><br> | Book value | Book balance | Impairment provision<br><br> | Book value | |
| Investments in subsidiaries<br><br> | 2,603,195,450.92 | 244,474,941.95 | 2,358,720,508.97 | 2,603,195,450.92 | 244,474,941.95 | 2,358,720,508.97 |
| Investments in associates and joint ventures<br><br> | 13,668,515,021.93 | 0.00 | 13,668,515,021.93 | 13,247,345,923.78 | 0.00 | 13,247,345,923.78 |
| Total | 16,271,710,472.85 | 244,474,941.95 | 16,027,235,530.90 | 15,850,541,374.70 | 244,474,941.95 | 15,606,066,432.75 |
(1) Investments in subsidiaries
Unit: RMB
| Investee<br><br> | Opening balance (book value)<br><br> | Opening balance of impairment provision<br><br> | Increase or decrease in the current period | Closing balance (book value)<br><br> | Closing balance of impairment provision<br><br> | |||
|---|---|---|---|---|---|---|---|---|
| Additional investment<br><br> | Decreased investment<br><br> | Provision for impairment<br><br> | Others | |||||
| Yunnan Pharmaceutical Co., Ltd. | 765,533,647.30 | 765,533,647.30 | 0.00 | |||||
| Yunnan Baiyao Group Health Products Co., Ltd. | 168,297,661.03 | 168,297,661.03 | 0.00 | |||||
| Yunnan Baiyao Group TCM Resources Co., Ltd. | 130,894,518.14 | 130,894,518.14 | 0.00 | |||||
| Yunnan Baiyao Group Wuxi Pharmaceutical Co., Ltd. | 39,627,253.25 | 39,627,253.25 | 0.00 | |||||
| Yunnan Baiyao Group Dali Pharmaceutical Co., Ltd. | 16,489,200.00 | 16,489,200.00 | 0.00 | |||||
| Yunnan Baiyao Group (Hainan) Co., Ltd. | 457,198,438.74 | 457,198,438.74 | 0.00 | |||||
| Yunnan Baiyao Group Shanghai Co., Ltd. | 11,350,000.00 | 11,350,000.00 | 0.00 | |||||
| Yunnan Digital-Intelligent TCM Materials Development Co., Ltd. | 56,059,850.00 | 56,059,850.00 | 0.00 | |||||
| Yunnan Baiyao Teayield Co., Ltd. | 3,701,960.00 | 20,000,000.00 | 3,701,960.00 | 20,000,000.00 | ||||
| Shanghai Yunzhen Medical Technology Co., Ltd. | 200,572,858.37 | 200,572,858.37 | 0.00 | |||||
| Yunnan Baiyao Holding Investment Co., Ltd. | 193,992,837.67 | 193,992,837.67 | 0.00 | |||||
| Yunnan Institute of Materia Medica | 101,075,329.94 | 101,075,329.94 | 0.00 | |||||
| Yunnan Baiyao Group Medical Technology Hefei Co., Ltd. | 85,700,000.00 | 85,700,000.00 | 0.00 | |||||
| YNBY International Limited | 98,226,954.53 | 224,474,941.95 | 98,226,954.53 | 224,474,941.95 | ||||
| Yunhe Pharmaceutical (Tianjin) Co., Ltd. | 20,000,000.00 | 20,000,000.00 | 0.00 | |||||
| Yunnan Baiyao Group Digital-Intelligent Technology Co., Ltd. | 10,000,000.00 | 10,000,000.00 | ||||||
| Total | 2,358,720,508.97 | 244,474,941.95 | 2,358,720,508.97 | 244,474,941.95 |
(2) Investments in associates and joint ventures
Unit: RMB
| Investee | Opening balance (book value)<br><br> | Opening balance of impairment provision<br><br> | Increase and decrease in the current period | Closing balance (book value)<br><br> | Closing balance of impairment provision<br><br> | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Additional investment<br><br> | Decreased investment<br><br> | Profit and loss on investments recognized under the equity method<br><br> | Adjustment of other comprehensive income<br><br> | Change in other equities<br><br> | Cash dividends or profit declared to distribute<br><br> | Provision for impairment<br><br> | Others | |||||
| I. Joint ventures | ||||||||||||
| II. Associates | ||||||||||||
| Shanghai Pharmaceuticals Holding Co., Ltd. | 12,729,067,728.22 | 607,479,774.72 | -5,939,236.52 | 50,831,858.74 | 232,969,378.60 | 13,148,470,746.56 | ||||||
| Yunnan TCM Comprehensive Health Innovation Equity Investment Fund Partnership (Limited Partnership) | 499,823,509.04 | 709,281.14 | 500,532,790.18 | |||||||||
| Yunnan Tianzheng Testing Technology Co., Ltd. | 18,454,686.52 | 1,056,798.67 | 19,511,485.19 | |||||||||
| Subtotal | 13,247,345,923.78 | 609,245,854.53 | -5,939,236.52 | 50,831,858.74 | 232,969,378.60 | 13,668,515,021.93 | ||||||
| Total | 13,247,345,923.78 | 0.00 | 609,245,854.53 | -5,939,236.52 | 50,831,858.74 | 232,969,378.60 | 13,668,515,021.93 | 0.00 |
The recoverable amount is determined based on the net amount obtained by fair value less the disposal expense.
- □Applicable Not applicable The recoverable amount is determined based on the present value of estimated future cash flows.
- □Applicable Not applicable Reasons for significant differences between the foregoing information and information used for impairment testing in previous
years or external information: None.
Reasons for significant differences between the information used in the Company’s impairment tests in previous years and the actual situation in the corresponding years: None.
(3) Other explanations: None.
- Operating revenue and operating cost
236
Unit: RMB
| Item | Amount for the current period | Amount for the previous period | ||
|---|---|---|---|---|
| Income | Cost | Income | Cost | |
| Principal business | 4,820,988,776.92 | 1,969,426,499.88 | 4,870,362,127.22 | 1,839,210,250.39 |
| Other business | 679,503,106.88 | 51,582,789.42 | 665,537,183.51 | 53,814,200.58 |
| Total | 5,500,491,883.80 | 2,021,009,289.30 | 5,535,899,310.73 | 1,893,024,450.97 |
Breakdown information of operating revenue and operating cost:
Unit: RMB
| Contract classification<br><br> | Drug sales | TCM resources | Others | Total | ||||
|---|---|---|---|---|---|---|---|---|
| Operating revenue | Operating cost | Operating revenue | Operating cost | Operating revenue | Operating cost | Operating revenue | Operating cost | |
| Business type | 4,772,938,933.99 | 1,929,954,380.69 | 48,001,095.46 | 39,472,119.19 | 679,551,854.35 | 51,582,789.42 | 5,500,491,883.80 | 2,021,009,289.30 |
| Including: | ||||||||
| Industry sales income | 4,772,938,933.99 | 1,929,954,380.69 | - | - | 4,772,938,933.99 | 1,929,954,380.69 | ||
| Commercial sales income | 48,001,095.46 | 39,472,119.19 | 48,001,095.46 | 39,472,119.19 | ||||
| Technical services income | 48,747.47 | 48,747.47 | - | |||||
| Others | 679,503,106.88 | 51,582,789.42 | 679,503,106.88 | 51,582,789.42 | ||||
| By operating areas | 4,772,938,933.99 | 1,929,954,380.69 | 48,001,095.46 | 39,472,119.19 | 679,551,854.35 | 51,582,789.42 | 5,500,491,883.80 | 2,021,009,289.30 |
| Including: | ||||||||
| In Yunnan province | 560,483,171.10 | 197,907,019.61 | 47,933,803.01 | 39,400,823.49 | 679,551,854.35 | 49,450,591.52 | 1,287,968,828.46 | 286,758,434.62 |
| Outside Yunnan province (excluding overseas)<br><br> | 4,212,455,762.89 | 1,732,047,361.08 | 67,292.45 | 71,295.70 | 2,132,197.90 | 4,212,523,055.34 | 1,734,250,854.68 | |
| Overseas |
237
Information on performance obligations: None. Other explanations: None. Information on the transaction price allocated to the remaining performance obligations: As of the end of this reporting period, the income corresponding to the performance obligations that have been contracted but
not yet fulfilled or completed is RMB 0.00. Significant contractual changes or significant transaction price adjustments: None. Other explanations: None.
5. Investment income
Unit: RMB
| Item | Amount for the current period | Amount for the previous period |
|---|---|---|
| Income from long-term equity investment under the equity method<br><br> | 609,245,854.53 | 772,957,330.00 |
| Investment income from disposal of financial assets held for trading<br><br> | 17,162,500.72 | 26,695,771.21 |
| Others | -14,953,626.17 | 14,319,630.38 |
| Total | 611,454,729.08 | 813,972,731.59 |
- Others: None.
XX. Supplementary Information
1. Breakdown of non-recurring profits and losses for the current period
☑Applicable Not applicable
Unit: RMB
| Item | Amount | Description |
|---|---|---|
| Profits and losses from disposal of non-current assets | 3,357,305.66 | |
| Government subsidies included in the current profits and losses (excluding the government subsidies closely related to regular businesses of the Company in line with national policies and received by a determined standard, with a continuous impact on the Company’s profits and losses)<br><br> | 55,632,035.55 | |
| Profits and losses from changes in fair value of financial assets and liabilities held for trading by non-financial enterprises, and from disposal of such financial assets and liabilities, except for effective hedging operations related to regular businesses of the Company<br><br> | 129,325,396.89 | |
| Profits and losses from entrusted investment or asset management | 17,162,500.72 | |
| Reversal of impairment provision of accounts receivable subject to individual impairment test | 764,946.00 | |
| Non-operating revenue and expenses other than the above | 8,365,551.93 | |
| Other profits and losses satisfying the definition of non-recurring profits and losses | 2,706,934.78 | |
| Less: Amount affected by the income tax | 34,145,671.34 | |
| Amount affected by minority interests (after tax) | 413,923.88 | |
| Total | 182,755,076.31 | -- |
Details of other profits and losses satisfying the definition of non-recurring profits and losses:
☑Applicable Not applicable
Other profit and loss items that meet the definition of non-recurring profit and loss mainly include other non-recurring profit and loss such as interest on time deposits and value-added tax reduction and exemption.
Note for the definition of non-recurring profits and losses set out in the No.1 Explanatory Announcement on Information Disclosure for Companies Offering Their Securities to the Public - Non-recurring Profits and Losses, as recurring profits and losses
□Applicable Not applicable
2. Return on equity and earnings per share
| Profits during the reporting period<br><br> | Weighted average return on equity<br><br> | Earnings per share | |
|---|---|---|---|
| Basic earnings per share (RMB/share)<br><br> | Diluted earnings per share (RMB/share)<br><br> | ||
| Net profits attributable to ordinary shareholders of the Company<br><br> | 9.04% | 2.07 | 2.07 |
| Net profits attributable to ordinary shareholders of the Company after deducting non-recurring profits and losses<br><br> | 8.61% | 1.97 | 1.97 |
3. Differences in Accounting Data under Chinese Accounting Standards (CAS) and Overseas Accounting Standards
- (1) Differences in the net profits and net assets in financial statements disclosed respectively under International Financial Reporting Standards (IFRS) and CAS
□Applicable Not applicable
- (2) Differences in the net profits and net assets in financial statements disclosed respectively under overseas accounting standards and CAS
□Applicable Not applicable
- (3) Explanations of the causes to differences in accounting data under CAS and overseas accounting standards; if a difference adjustment is made to data audited by an overseas audit institution, the name of the institution shall be provided: None.
4. Others: None.
Yunnan Baiyao Group Co., Ltd.
Board of Directors August 28, 2026
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