BAIYUNSHAN PH: Guangzhou Pharmaceutical's second-phase fund plans to acquire 11.04% equity in NPC for 748.8 million yuan

According to the announcement from Baiyunshan (00874), on September 26, 2025, the buyer (Guangyao Phase II Fund, a partnership controlled by the company) and the seller (AHAPL) entered into a share transfer agreement. Under the share transfer agreement, the buyer agrees to acquire, and the seller agrees to sell, 11.04% equity of the target company (Nanjing Pharmaceutical Co., Ltd.) for a purchase price of RMB 748.8 million. Upon completion of the acquisition, the buyer will hold 11.04% equity of the target company. At the same time, to strengthen the strategic cooperation between the company and the target company, the company, the buyer, and the target company simultaneously signed a strategic investment agreement. The cooperation content includes: (i) Capital cooperation The company supports Guangyao Phase II Fund's strategic investment in the target company by acquiring the shares held by AHAPL through an agreement, and will hold 145 million shares of the target company, which is 11.04% equity of the target company. The parties to the strategic investment agreement will, based on business cooperation and capital operation needs, conduct cooperation at the appropriate time through means including but not limited to establishing joint ventures, strategic investments, and equity investment funds, while complying with relevant laws and regulations. (ii) Cooperation in distribution channels for self-owned industrial products The company and the target company actively formulate market expansion and pipeline sharing plans, integrate and optimize supply chain resources and logistics distribution networks, and establish a stable and efficient supply chain system; for self-owned industrial products, they will carry out market access and pipeline sales through effective mechanisms, mutually enhancing the cooperation level in the industrial chain, focusing on the efficiency of main business operations, and enhancing the competitiveness of the products and services of both the company and the target company. (iii) Cooperation in the field of traditional Chinese medicine Both the company and the target company actively support the cooperation of their respective subsidiaries in traditional Chinese medicine to promote the transformation and upgrading of the traditional Chinese medicine industry, accelerating the standardization and modernization of traditional Chinese medicine production processes; collaboratively building a modern circulation system for traditional Chinese medicinal materials, establishing a full-chain traceability system from planting, processing to sales of traditional Chinese medicinal materials, vigorously promoting traditional Chinese medicine culture, and strengthening the traditional Chinese medicine cultural industry. It is reported that Nanjing Pharmaceutical is a pharmaceutical distribution enterprise under the jurisdiction of Nanjing City, which was publicly listed on the Shanghai Stock Exchange in 1996. Nanjing Pharmaceutical's main businesses include pharmaceutical wholesale, retail, "Internet+" pharmaceutical services, and third-party logistics, making it a regionally well-known enterprise in the domestic pharmaceutical distribution industry, with a market network covering Jiangsu, Anhui, Hubei, Fujian provinces, and Kunming City in the southwest region, possessing rich experience, resources, and brand recognition in pharmaceutical commercial operations in the regional market. Nanjing New Industry Group holds 44.17% equity of Nanjing Pharmaceutical and is the controlling shareholder of Nanjing Pharmaceutical. Nanjing New Industry Group's main businesses include pharmaceuticals, equipment manufacturing, chemical fiber, jewelry, and other businesses. The Nanjing State-owned Assets Supervision and Administration Commission holds 90.90% equity of Nanjing New Industry Group, making it the actual controller of Nanjing Pharmaceutical. The buyer's acquisition of the 11.04% shares of the target company held by the seller and the establishment of a strategic cooperation relationship between the company, the buyer, and the target company will help the company further strengthen its business cooperation with the target company. Through cooperation in various aspects such as capital, self-owned pharmaceutical distribution channel construction, and traditional Chinese medicine, it will optimize the company's industrial layout in the East China region, enhance the competitive advantage of the company's pharmaceutical distribution business, and drive the growth of the pharmaceutical manufacturing business, continuously promoting the company's business development