Zhong Guo Zheng Quan Bao - Zhong Zheng Wang·2025-12-30 07:55Core 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].