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Overseas regulatory announcement

This announcement is made in accordance with Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

This is to publish the information published by Guangzhou Baiyunshan Pharmaceutical Group Co., Ltd. (the "Company") on the website of the Shanghai Stock Exchange (www.sse.com.cn)

The full Chinese text of the Implementation Rules of the Strategic Development and Investment Committee of the Board of Directors of Guangzhou Baiyunshan Pharmaceutical Group Co., Ltd. is for reference only.

Guangzhou Baiyunshan Pharmaceutical Group Co., Ltd.

board of directors

Guangzhou, China, July 9, 2026

As of the date of this announcement, the Company’s Board of Directors includes (i) Executive Directors Mr. Chen Jiehui, Mr. Yuan Cheng, Mr. Cheng Hongjin, Mr. Tang Heping;

Sheng, Ms. Liu Miao and Mr. Liu Hong; (ii) Non-executive Director Mr. Huang Jiyuan; and (iii) Independent non-executive Directors Mr. Huang Longde and Sun Baoqing Madam, Mr. Wu Xiangneng and Mr. Yang Yinbao.

Guangzhou Baiyunshan Pharmaceutical Group Co., Ltd.

Implementation Rules of the Strategic Development and Investment Committee of the Board of Directors

(Deliberated and approved at the third meeting of the tenth board of directors of the company held on July 9, 2026)

Chapter 1 General Provisions

Article 1 In order to adapt to Guangzhou Baiyunshan Pharmaceutical Group Co., Ltd. (hereinafter referred to as

(referred to as the "Company" or "the Company") strategic development needs, improve the company's investment decision-making procedures, Improve the efficiency and quality of major investment decisions, improve the corporate governance structure, and fundamentally

According to the "Company Law of the People's Republic of China", "Code of Governance of Listed Companies" and "Guangzhou Baiyunshan Articles of Association of Pharmaceutical Group Co., Ltd. (hereinafter referred to as "Articles of Association") and others

According to relevant regulations, the company further regulates the Strategic Development and Investment Committee (hereinafter referred to as the "Committee"). "Committee") work process and formulate these implementation rules.

Article 2 The committee is a special committee under the board of directors and is responsible to the board of directors. Mainly responsible for:

(1) Research and propose the company’s long-term development strategies and major investment decisions

make suggestions; (2) Under the authorization of the board of directors, be responsible for the review of the company’s proposed investment projects or

Approval; (3) Review, approval and management of other investment projects authorized by the board of directors.

Chapter 2 Composition

Article 3 The committee members shall consist of five directors, including at least two independent Li Fei is an executive director. Committee members are appointed by the Board of Directors.

Article 4 The committee shall have a committee director, who shall be the chairman of the company. Article 5 The term of office of committee members is three years, which is consistent with the term of office of the current directors.

Committee members may be re-elected or re-elected upon expiration of their term. If a member ceases to serve during his term of office If you hold the position of director of the company, you will automatically lose your membership qualifications and be determined by the board of directors according to the above

Articles 3 to 4 above provide for supplementing the number of members. Article 6 The committee shall set up a working group, consisting of the committee director, general manager, branch

Senior management personnel, board secretaries and business management departments in charge of corresponding business management departments

Composed of door managers. The working group is the daily working body of the committee and is mainly responsible for Prepare for the committee’s decision-making and provide relevant information on decision-making matters.

Prepare for committee meetings and implement relevant resolutions of the committee.

Chapter 3 Responsibilities and Permissions

Article 7 The main responsibilities and authorities of the committee are as follows:

(1) Strategic development:

1. Conduct research and make suggestions on the company's long-term development strategy;

2. Review the company’s medium- and long-term development strategic plans and goals, and monitor the implementation of the strategy, And propose strategic adjustment plans in a timely manner;

3. According to the "Rules of Procedure of the Board of Directors of Guangzhou Baiyunshan Pharmaceutical Group Co., Ltd." Other matters authorized.

(2) Investment and development:

1. The company shall comply with the provisions of the Articles of Association and the Foreign Investment Management System.

Research and submit annual comprehensive investment plans and investment plans that must be approved by the board of directors

make suggestions; 2. The company and its subsidiaries shall comply with the "Articles of Association" and "Foreign Investment Management System"

It stipulates that major capital operations, asset management projects and investment projects must be approved by the board of directors. Conduct research and make recommendations on projects, and supervise the allocation of project funds;

3. Review and approve the following transaction matters: (1) Direct equity investment

①The individual amount (including debts and expenses assumed) reaches 800 million yuan (RMB, The same below) or above, and accounting for less than 3% of the company’s latest audited net assets

This department (including branches) focuses on equity investment matters within the industry; ②The individual amount (including debts and expenses assumed) reaches the amount of the subsidiary in the previous year

More than 10% of the audited consolidated net assets or more than 800 million yuan, and accounted for the company's most recent

Equity investment matters within the main industry of subsidiaries with audited net assets of less than 3% for the period; ③The individual amount (including debts and expenses assumed) exceeds 50 million yuan,

The main business of companies and subsidiaries that account for less than 3% of the company’s latest audited net assets Foreign equity investment matters.

(2) Fund investment The individual funds actually controlled by the company amount to more than 100 million yuan, accounting for the company's recent

External investment matters with an audited net asset value of less than 3% in the first phase; (3) Fixed asset investment

①The individual amount (including debts and expenses assumed) reaches more than 100 million yuan, and accounts for The company's latest audited net assets are less than 3% of the company's headquarters (excluding branches)

institutions) fixed asset investment matters;

②The individual amount (including debts and expenses assumed) reaches the branch/subsidiary’s level in the previous year more than 10% of the company's audited consolidated net assets or more than 800 million yuan, and accounted for the company's most recent

Investments in fixed assets of branches/subsidiaries with an audited net asset of less than 3% in the first period; (4) Scientific research investment

The individual amount (including debts and expenses assumed) reaches more than 300 million yuan, and accounts for Scientific research investments in companies and subsidiaries whose latest audited net assets are less than 3%

Projects (including scientific research intangible asset investment projects), enterprise-school co-construction matters; (5) Others

In addition to the provisions in items (1) to (4) above, the individual amounts (including debts assumed)

(services and expenses) reaches more than 10 million yuan and accounts for the company’s latest audited net assets Transactions below 3%, including external investments (acquisitions, mergers, short-term investment projects,

investing in subsidiaries, etc.), purchasing or selling assets, leasing or leasing assets, entrusting or accepting Trusted management of assets and businesses, gifts or recipients of assets, creditor's rights or debt restructuring, signing of licenses

Usable agreement, waiver of rights (including waiver of right of first refusal, right of first subscription of capital contribution, etc.), Enter into important contracts (loans, contracts, etc.), etc.

4. Review and approve a single transaction amount exceeding 30 million yuan but not exceeding 100 million yuan yuan or the cumulative transaction amount in 6 months exceeds 30 million yuan but does not exceed 100 million yuan.

Futures trading of auxiliary materials (limited to the purchase of raw materials and auxiliary materials necessary for production, and the purchase amount must not be Exceeding the production usage in the next six months from the date of physical delivery);

5. Review and approve the total amount of funds occupied exceeds 30 million yuan, but the occupation of a single item

The funds shall not exceed 3% of the company’s latest audited net assets, and shall be accumulated cumulatively throughout the year The purchase of financial products with funds not exceeding 3% of the company’s latest audited net assets;

6. Review, approval and management of other investment projects authorized by the board of directors;
7. Inspect and supervise the implementation of the above matters.

When exercising the authority set out in this article, the Committee shall strictly abide by applicable laws, regulations and Policies and regulations, the relevant provisions of the securities regulatory authority or stock exchange where the listing is located

(including but not limited to the Listing Rules), the Articles of Association and company information disclosure, relevant relevant provisions of joint transactions and other internal governance systems.

If in accordance with applicable laws, administrative regulations, and the securities regulatory authority of the place where listing is made, According to the relevant regulations of the institution or stock exchange and the Articles of Association, the above matters need to be submitted

If it is reviewed and approved by the board of directors and/or shareholders’ meeting, or information disclosure obligations need to be fulfilled, the Perform corresponding procedures in accordance with regulations. The authorization in this article does not constitute an exemption from the aforementioned statutory and regulatory requirements.

Free.

Article 8 The committee shall formulate relevant plans based on the different authorizations of the board of directors. A written report needs to be submitted to the board of directors and/or shareholders meeting for approval.

Chapter 4 Working Procedures

Article 9 The decision-making procedure of the committee is as follows: (1) The relevant functional departments of the company or the person in charge of the holding (share-holding) enterprise shall report to

The working group reports the investment project’s intention, preliminary feasibility report and the partner’s foundation This situation and other information;

(2) The working group will conduct a preliminary review of the proposed investment and financing projects or plans, and Submit a formal proposal to the committee;

(3) The committee convenes a meeting based on the proposal of the working group to discuss and progress make resolutions or make recommendations;

(4) The committee shall submit the meeting resolutions or discussion results to the board of directors in written form.

Chapter 5 Rules of Procedure

Article 10 Committee meetings shall be convened and chaired by the chairman of the committee. The meeting should be at

Notify all members three days before the meeting and distribute relevant meeting materials to all members. If the chairman of the committee is unable to attend, he may entrust another member to chair the meeting. The situation is urgent and requires

If you want to convene an extraordinary meeting as soon as possible, you can send a message by phone or other verbal means at any time. Notice of meeting shall be issued, but the convener shall make an explanation at the meeting and shall not be subject to the aforementioned time limit.

system. Article 11 Committee meetings must be attended by at least two-thirds of the members

Held; each member has one vote; resolutions made at the meeting must be approved by all It must be approved by more than half of the body members.

Article 12 The voting method of the committee meeting is to fill in the voting ticket and communication form on site. vote or written vote.

Article 13 When the committee considers matters involving related party transactions, those with related party Committee members of the department shall implement the avoidance system and shall not participate in voting or act as an agent for other members.

When voting rights are exercised, their voting rights will not be counted in the total number of voting rights. The committee meeting consists of more than half of the

It can be held if a number of non-affiliated committee members are present, and the resolutions passed by the committee meeting must be approved by non-affiliated committee members. Approved by more than half of the related committee members. If the number of unrelated members present on the committee is less than three,

The matter should be brought to the attention of the Board of Directors. The related committee members mentioned in the preceding paragraph include the following committee members or those with the following

A member of one of the situations: (1) Be the counterparty;

(2) Having direct or indirect control over the counterparty;

(3) Holding a position in the counterparty, or being able to directly or indirectly control the counterparty The legal person or other organization of the other party, the legal person directly or indirectly controlled by the counterparty or other

He serves in organizations; (4) Close relationship with the counterparty of the transaction or its direct or indirect controller

family members; (5) Directors and supervisors who are the counterparty to the transaction or its direct or indirect controller

or a close family member of a senior executive;

(6) Relevant regulations of the securities regulatory authority or stock exchange in the place of listing or the company’s independent business judgment may be based on the principle of substance over form.

Affected members. Article 14 Members of the working group may attend committee meetings. If necessary, the committee

You can also invite the company’s directors, board secretary, financial director, and other senior managers members or relevant personnel to attend the meeting.

Article 15 If necessary, the committee may hire an intermediary agency to provide guidance for its decision-making. Provide professional advice at the company’s expense.

Article 16 The procedures for convening committee meetings, voting methods and the resolutions adopted at the meeting Proposals must comply with relevant laws and regulations, the Articles of Association and these Implementing Rules.

Article 17 Committee meetings shall be recorded, and members present at the meeting shall Sign the meeting minutes; the meeting minutes shall be kept by the Secretary's Office of the Board of Directors of the Company for at least ten years.

Article 18 The proposals and voting results passed by the committee meeting shall be in writing.

Report to the company's board of directors for record. Article 19 All members who attend the meeting or persons who attend the meeting as non-voting persons are responsible for the meeting.

They are responsible for keeping confidential matters discussed and shall not disclose relevant information without authorization.

Chapter 6 Supplementary Provisions

Article 20 These Implementing Rules shall come into effect on the date of review and approval by the Company’s Board of Directors. effective and implemented.

Article 21 These Implementing Rules apply to companies and their direct or indirect investment Wholly-owned, holding and actually controlled enterprises and their branches.

Article 22 Matters not covered in these implementation rules shall be handled in accordance with relevant national laws and administrative regulations. regulations, relevant provisions of the securities regulatory authority or stock exchange where the listing is located and

The provisions of the "Articles of Association" shall be implemented; these implementation rules shall be consistent with laws and regulations promulgated by the country in the future.

Administrative regulations, relevant regulations of the securities regulatory authority or stock exchange in the place of listing If it conflicts with the Articles of Association stipulated or modified through legal procedures, the relevant laws of the country shall

laws, administrative regulations, securities regulatory authorities or relevant stock exchanges in the place of listing.

The relevant regulations and the Articles of Association shall be implemented, revised and reported to the directors of the company. will be reviewed and approved.

Article 23 The term "above" in these Implementing Rules includes the original number, and "below" "Exceed" and "under" do not include the original number.

Article 24 The right to interpret these implementation rules belongs to the company's board of directors.