YNBY International Sets HK$304 Million Annual Cap for 2026–28 Connected Deal with Yunnan Baiyao, Seeks Shareholder Approval

YNBY International (stock short name: YNBY International) has issued a circular dated 15 May 2026 to convene a special general meeting (SGM) on 5 June 2026. Shareholders will vote on the renewal of continuing connected transactions with controlling shareholder Yunnan Baiyao Group under a new three-year “2026 Framework Agreement” signed on 18 March 2026. The agreement will take effect on the SGM date and run for three years.

The framework covers four categories: 1) YNBY Products Registration & Promotion Services and 2) Global Supply Chain Integration Services to be provided by YNBY International to Yunnan Baiyao Group; 3) Group Products Registration & Promotion Services to be provided by Yunnan Baiyao Group to YNBY International; and 4) Overseas purchase and distribution of YNBY products by YNBY International.

Proposed annual caps for services/products supplied to Yunnan Baiyao Group: • Effective Date–31 Dec 2026: HK$152 million • FY 2027: HK$304 million • FY 2028: HK$304 million • 1 Jan 2029–third anniversary of Effective Date: HK$152 million

Proposed annual caps for services/products procured by YNBY International: • Effective Date–31 Dec 2026: HK$36 million • FY 2027: HK$72 million • FY 2028: HK$72 million • 1 Jan 2029–third anniversary of Effective Date: HK$36 million

Historical utilisation (HK$191.62 million in 2025 and HK$182.82 million in 2024 for supply-chain services) indicates rising demand, while earlier caps for product registration and distribution were under-utilised due to geopolitical and tariff factors that management expects to ease.

Pricing will follow cost-plus or market-referenced methodologies, with at least two independent quotations used for benchmarking. Internal audit reviews, quarterly price checks and annual audits are in place to ensure compliance with Listing Rules and cap limits.

Yunnan Baiyao Group and its wholly owned unit Yunbaiyao Hong Kong collectively hold 72.85% of YNBY International’s shares and will abstain from voting. An Independent Board Committee and independent adviser Red Sun Capital Limited have both concluded that the terms and caps are fair and reasonable and in the interests of independent shareholders.

The SGM will be held on 5 June 2026 at 3:30 p.m. in Quarry Bay, Hong Kong. Shareholders registered by 29 May 2026 are eligible to vote by proxy or in person.