YNBY INTL (00030) Signs 2026 Framework Agreement with Controlling Shareholder; Connected Transaction Caps Reach HK$304 Million

YNBY International Limited (00030, “YNBY INTL”) has entered into a new three-year framework agreement with its controlling shareholder, Yunnan Baiyao Group Co., Ltd. (SZSE: 000538), to replace the existing framework that will expire on 14 May 2026. The 2026 Framework Agreement, signed on 18 March 2026, will become effective upon approval by independent shareholders at an upcoming AGM/SGM and will remain in force for three years from that date.

Under the agreement, two reciprocal transaction streams are defined:

1. Framework Sales (services/products to be purchased by Yunnan Baiyao Group) • YNBY Products Registration and Promotion Services • Global Supply Chain Integration Services

2. Framework Purchases (services/products to be purchased by YNBY INTL) • Group Products Registration and Promotion Services • YNBY Products Purchase and Distribution

Historical dealings highlight growing volumes in supply-chain services. For the year ended 31 December 2025, YNBY INTL sold HK$191.62 million of raw materials to Yunnan Baiyao Group, up from HK$182.82 million in 2024.

Annual caps have been set as follows:

• Framework Sales – Effective Date to 31 Dec 2026: HK$152 million – FY 2027: HK$304 million – FY 2028: HK$304 million – 1 Jan 2029 to third anniversary: HK$152 million

• Framework Purchases – Effective Date to 31 Dec 2026: HK$36 million – FY 2027: HK$72 million – FY 2028: HK$72 million – 1 Jan 2029 to third anniversary: HK$36 million

The caps reflect: • Anticipated overseas expansion of Yunnan Baiyao’s product lines, doubling demand for registration and promotion services. • Expected growth in raw-material sourcing to support Yunnan Baiyao’s wider business, estimated at HK$280 million per annum. • YNBY INTL’s projected marketing push for its own products in mainland China and the expected volume of YNBY-branded goods distributed overseas.

Pricing mechanisms remain cost-plus 10–15% for service items and market-based for raw materials and product distribution, with periodic benchmarking against at least two independent third-party quotations. The difference between acquisition cost and resale price on recent third-party raw-material transactions averaged 6%.

Given that one or more percentage ratios exceed the 5% threshold under Chapter 14A of the Hong Kong Listing Rules, the transactions constitute non-exempt continuing connected transactions. Accordingly, they require disclosure, circular issuance (target despatch on or before 24 April 2026) and independent shareholders’ approval at the forthcoming AGM/SGM.

YNBY INTL has established an Independent Board Committee and engaged Red Sun Capital Limited as Independent Financial Adviser. Internal audit, finance and annual external audit reviews will monitor compliance with agreed pricing policies and annual caps. Independent non-executive directors will conduct yearly assessments of fairness and the adequacy of internal controls.

The Board (excluding the independent non-executive directors pending IFA advice) believes the agreement is on normal commercial terms, fair and reasonable, and in the interests of the company and its shareholders as a whole.