股票代码：000538 股票简称：云南白药 公告编号：2025-51 云南白药集团股份有限公司 第十一届董事会 2025 年第二次会议决议公告 本公司及董事会全体成员保证信息披露内容的真实、准确、完整，没有虚 假记载、误导性陈述或重大遗漏。 云南白药集团股份有限公司（以下简称"公司"）第十一届董事会 2025 年第二次会议（以下简称"会议"）于 2025 年 12 月 31 日以通讯表决的方 式召开，本次会议通知于 2025 年 12 月 24 日以书面、邮件方式发出，应出 席董事 12 名，实际出席董事 12 名。本次会议的召集、召开程序符合《中 华人民共和国公司法》《公司章程》的相关规定，会议合法有效。会议审 议通过如下议案： 一、审议通过《关于 2026 年度预计日常关联交易的议案》 公司根据 2026 年度日常经营需要，对包括采购、销售商品等与日常经 营相关的其他各项关联交易进行了合理预计，预计公司 2026 年与上海医药 集团股份有限公司（以下简称"上海医药"）发生的日常关联交易合计总 额为 190,000.00 万元，占公司最近一期经审计净资产 3,883,194.64 万元的 4.89%，无需报 ...

股票代码：000538 股票简称：云南白药 公告编号：2025-53 （二）投资范围： 1、银行的存款类产品，包括大额存单、通知存款、协定存款等。 2、各大金融机构的理财产品，包括银行及其理财子公司、券商、基金 公司等。 3、结构性存款、保本收益凭证、货币市场基金、国债逆回购及债券、 债券型基金/资管计划。 云南白药集团股份有限公司 关于 2026 年利用闲置自有资金开展投资理财的公告 本公司及董事会全体成员保证信息披露内容的真实、准确、完整，没有虚 假记载、误导性陈述或重大遗漏。 云南白药集团股份有限公司（以下简称"公司"）第十一届董事会 2025 年第二次会议（以下简称"会议"）于 2025 年 12 月 31 日以通讯表决方式召 开，会议审议通过了《关于 2026 年利用闲置自有资金开展投资理财的议案》。 具体情况如下： 一、投资情况概述 为确保资金安全及保持合理的流动性，并充分满足公司日常经营和战略 投资的资金需求，同时兼顾公司自有闲置资金收益水平，为公司和股东争取 投资回报，公司拟对2026年理财投资范围、额度等进行合理预计，具体如下： （一）资金来源：公司闲置自有资金。 4、其它经董事会批准的理财 ...

Market Overview - The Chinese medicine sector experienced a decline of 0.32% on December 30, with *ST Changyao leading the drop [1] - The Shanghai Composite Index closed at 3965.12, down 0.0%, while the Shenzhen Component Index closed at 13604.07, up 0.49% [1] Stock Performance - Notable gainers in the Chinese medicine sector included: - Taiji Group (600129) with a closing price of 18.25, up 2.07% [1] - Wanbangde (002082) at 13.89, up 1.98% [1] - Fangsheng Pharmaceutical (603998) at 11.29, up 1.62% [1] - Conversely, *ST Changyao (300391) saw a significant drop of 19.49%, closing at 0.95 [2] Trading Volume and Value - The trading volume and value for key stocks were as follows: - Taiji Group: 87,200 shares traded, with a transaction value of 159 million [1] - Wanbangde: 164,400 shares traded, with a transaction value of 227 million [1] - Fangsheng Pharmaceutical: 48,000 shares traded, with a transaction value of 53.82 million [1] Capital Flow - The Chinese medicine sector experienced a net outflow of 231 million from institutional investors, while retail investors saw a net inflow of 280 million [2] - The capital flow for specific stocks included: - Wanbangde with a net inflow of 48.79 million from institutional investors [3] - Taiji Group with a net inflow of 18.53 million from institutional investors [3] - *ST Changyao had a net outflow of 19.49% [2]

Core Viewpoint - Shanghai Pharmaceuticals Group Co., Ltd. plans to renew the "Daily Related Transactions/Continuous Related Transactions Framework Agreement" with Yunnan Baiyao Group Co., Ltd. for the period from January 1, 2026, to December 31, 2026, with a sales cap of RMB 1.2 billion and a procurement cap of RMB 700 million [2][3]. Transaction Overview - The agreement stipulates that Shanghai Pharmaceuticals will sell products to Yunnan Baiyao with a maximum amount of RMB 1.2 billion and purchase products from Yunnan Baiyao with a maximum amount of RMB 700 million during the specified period [2][3]. - Yunnan Baiyao holds 17.95% of Shanghai Pharmaceuticals' shares, making it the second-largest shareholder and an associated party under the Shanghai Stock Exchange rules [2][3]. - The transaction exceeds RMB 3 million and is between 0.5% and 5% of the latest audited net assets, requiring board approval but not shareholder meeting approval [2][3]. Approval Process - The proposal was approved during the 27th meeting of the 8th Board of Directors on December 29, 2025, with independent directors reviewing and endorsing the transaction [3]. - Associated directors recused themselves from the vote, and the remaining non-associated directors unanimously agreed to the proposal [3]. Previous and Current Transaction Estimates - The framework agreement considers factors such as the estimated demand for pharmaceuticals, medical devices, health products, and traditional Chinese medicine from both parties for the year 2026 [5]. - Historical transaction data and anticipated growth due to business development were also taken into account [5]. Related Party Information - Yunnan Baiyao Group Co., Ltd. is a publicly listed company with total assets of RMB 53.343 billion and equity of RMB 39.818 billion as of the end of Q3 2025 [6]. - The company reported a revenue of RMB 30.654 billion and a net profit of RMB 4.789 billion for the first three quarters of 2025 [6]. Agreement Details and Pricing Principles - The agreement allows Shanghai Pharmaceuticals and its subsidiaries to sell and purchase various products from Yunnan Baiyao and its subsidiaries, with sales capped at RMB 1.2 billion and purchases at RMB 700 million for 2026 [8][10]. - Pricing will be determined based on market conditions, order size, and costs, ensuring fairness and alignment with third-party pricing [11]. Internal Monitoring Measures - The company has implemented internal monitoring measures to ensure compliance with the agreement, including regular assessments of pricing principles and transaction amounts [12]. Purpose and Impact on the Company - The related transactions are necessary for the company's daily operations and are structured to protect the interests of all shareholders, ensuring no adverse effects on the company's independence [13].

Core Viewpoint - Yunnan is leveraging its unique geographical and climatic advantages to develop highland特色 agriculture, focusing on quality and efficiency, with an aim to transform its agricultural sector into a significant economic pillar by 2024, targeting a total output value of over 2.7 trillion yuan across 14 key agricultural industries [1][2]. Industry Development - Yunnan's agricultural strategy emphasizes "specialization" and "precision," with a focus on innovative mechanisms to enhance agricultural productivity, particularly in flower, medicinal herbs, and coffee sectors [2][3]. - The province has established 39 GAP bases for medicinal herbs, aiming for a planting area of over 10 million mu and an annual output of 150,000 tons by 2027, with a projected industry value of over 200 billion yuan [3]. - The flower industry is a key highlight, with Yunnan becoming a major flower production area, achieving a planting area of 1.95 million mu and an industry value exceeding 140 billion yuan in 2024 [2]. Technological Innovation - Technological innovation is central to the high-quality development of Yunnan's特色 agriculture, with a focus on breeding innovation and the integration of research and industry [4][6]. - The province has seen significant advancements in coffee processing, with an 80% deep processing rate and a projected industry value of over 80 billion yuan by 2024 [4]. - Yunnan's agricultural research institutions are actively involved in breeding new varieties, with over 1,280 new flower varieties applied for and 800 authorized, leading the nation in this area [6]. Financial Support - Yunnan has established a diversified financial service system to support agricultural development, with a total of 439.89 billion yuan allocated for agricultural and rural development over five years [9][10]. - The province has set up a unified credit service platform to facilitate financing for agricultural enterprises, enhancing efficiency in loan applications [10]. - A 30 billion yuan equity investment fund has been established to support key agricultural industries, attracting external capital and expertise to strengthen the agricultural value chain [11]. Market Expansion - Yunnan's agricultural enterprises have reached 173,000, with a focus on brand development to enhance market presence both domestically and internationally [12]. - Companies like Betaini are expanding into Southeast Asian markets, leveraging Yunnan's resource advantages to create competitive economic benefits [12].

Core Viewpoint - Shanghai Pharmaceuticals Holding Co., Ltd. plans to renew the framework agreement for daily related transactions with Yunnan Baiyao Group Co., Ltd. for the period from January 1, 2026, to December 31, 2026, with a sales cap of RMB 1.2 billion and a procurement cap of RMB 700 million [1] Group 1: Transaction Details - The sales cap for products sold by Shanghai Pharmaceuticals to Yunnan Baiyao is set at RMB 1.2 billion [1] - The procurement cap for products purchased by Shanghai Pharmaceuticals from Yunnan Baiyao is set at RMB 700 million [1] - The transaction involves amounts exceeding RMB 3 million and represents more than 0.5% but less than 5% of the latest audited net assets of Shanghai Pharmaceuticals, thus requiring board approval but not shareholder approval [1] Group 2: Shareholding Information - Yunnan Baiyao holds a 17.95% stake in Shanghai Pharmaceuticals, making it the second-largest shareholder [1] - According to the Shanghai Stock Exchange listing rules, Yunnan Baiyao is considered a related party to Shanghai Pharmaceuticals due to its significant shareholding [1]

Core Viewpoint - Shanghai Pharmaceuticals announced the board's approval to renew the framework agreement for daily related transactions with Yunnan Baiyao, effective from January 1, 2026, to December 31, 2026, with sales and procurement limits set at 1.2 billion and 700 million respectively [1] Group 1 - The agreement will allow Shanghai Pharmaceuticals to sell products to Yunnan Baiyao up to 1.2 billion and purchase products up to 700 million [1] - As of the announcement date, Yunnan Baiyao holds a 17.95% stake in Shanghai Pharmaceuticals, making it the second-largest shareholder [1] - In the first eleven months of 2025, Shanghai Pharmaceuticals reported sales to Yunnan Baiyao amounting to 605 million and purchases totaling 494 million [1]

Group 1 - The core point of the article is that Yunnan Baiyao (000538) reported a total of 166,806 common stock shareholders as of the end of Q3 2025 [1]

Core Insights - Yunnan Baiyao's "Digital Cloud Medicine" platform is projected to achieve a cumulative transaction volume exceeding 2 billion yuan by December 2025, indicating significant progress in the digital transformation of the traditional Chinese medicine industry [1] - The platform has engaged over 400,000 growers, with more than 22,000 registered online farmers, serving as a crucial link between traditional cultivation and modern market demands [1]

Group 1 - The core event of the news is the completion of the "Old People's Traceability - Yunnan Baiyao" initiative, which aims to enhance public trust in the quality of traditional Chinese medicine through a transparent supply chain [1] - A strategic cooperation signing ceremony was held between Yunnan Baiyao and Lao Baixing Pharmacy in Kunming, focusing on creating a new blueprint for the pharmaceutical health industry [1] - The traceability initiative involved a thorough verification of the ecological planting environment and standardized management processes in the core production area of Sanqi in Wenshan [1] Group 2 - The traceability event utilized a Douyin micro-variety live broadcast format, attracting over 100,000 viewers and effectively communicating the value of traceability [1] - Yunnan Baiyao employs a proprietary seed bank to cultivate high-activity seedlings, ensuring the quality of traditional medicine from the source [2] - The partnership aims to expand from Sanqi to other traditional Chinese medicine categories, focusing on high-quality development and innovative pharmaceutical services [2]