Group 1 - The company, Liu Pharmaceutical Group (603368.SH), announced a share buyback program, with a total of 5.0745 million shares repurchased as of August 31, 2025 [1] - The repurchased shares account for 1.28% of the company's total share capital [1] - The highest price for the repurchased shares was 18.60 yuan per share, while the lowest price was 18.08 yuan per share, with a total expenditure of 93.5503 million yuan (excluding transaction fees) [1]

| 证券代码：603368 | 证券简称：柳药集团 | 公告编号：2025-073 | | --- | --- | --- | | 转债代码：113563 | 转债简称：柳药转债 | | 广西柳药集团股份有限公司 关于以集中竞价交易方式股份回购的进展公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者 重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： | 回购方案首次披露日 | 2025/7/26 | | | | | | --- | --- | --- | --- | --- | --- | | 回购方案实施期限 | 2025 年 7 月 7 月 | 25 | 日~2026 | 年 | 24 日 | | 预计回购金额 | 10,000万元~20,000万元 | | | | | | 回购用途 | □减少注册资本 √用于员工持股计划或股权激励 | | | | | | | □用于转换公司可转债 | | | | | | | □为维护公司价值及股东权益 | | | | | | 累计已回购股数 | 507.45万股 | | | | | | 累计已回购股数占总股本比例 | ...

Financial Performance - The company reported a net profit of 429 million yuan for the first half of 2025, a year-on-year decrease of 7.52% [1] - Total operating revenue for the same period was 10.301 billion yuan, down 3.21% year-on-year [1] - The gross profit margin was 11.07%, a decrease of 6.28% compared to the previous year [1] - The net profit margin was 4.26%, down 7.72% year-on-year [1] - Earnings per share decreased by 12.9% to 1.08 yuan [1] Cash Flow and Debt - The company has a healthy cash position, with cash assets being robust [2] - The estimated dividend yield is 4.27% [3] - The cash flow situation is a point of concern, with cash assets to current liabilities ratio at 39.9% and the average operating cash flow to current liabilities ratio at 7.8% over the past three years [5] - The interest-bearing debt ratio has reached 22.27% [5] Business Model and Market Position - The company's performance is primarily driven by marketing efforts, necessitating a deeper analysis of the underlying drivers [4] - The company’s return on invested capital (ROIC) was 8.85% last year, indicating average capital returns [1] - Analysts expect the company's performance for 2025 to be around 849 million yuan, with an average earnings per share forecast of 2.14 yuan [6] Shareholder Information - The largest fund holding the company’s shares is the Hongtu Innovation Stable Mixed A fund, with a holding of 112,200 shares [7] - The fund's current scale is 0.75 billion yuan, with a recent net value of 1.6008, reflecting a 4.18% increase over the past year [7]

Core Viewpoint - The board of directors of Guangxi Liuyuan Pharmaceutical Group Co., Ltd. held its 28th meeting, approving several key proposals including the half-year report and various governance changes aimed at enhancing operational efficiency and corporate governance [1][2][3]. Meeting Details - The board meeting was held on August 28, 2025, with all 7 directors present, ensuring compliance with legal and procedural requirements [1]. Financial Reports - The board approved the 2025 half-year report and its summary, with unanimous support from all directors [2]. - A special report on the use of raised funds was also approved, reflecting accurate management of funds during the reporting period [2]. Governance Changes - The board approved a proposal to change the registered capital and abolish the supervisory board, transferring some supervisory functions to the audit committee [3][4]. - A comprehensive revision of the company's articles of association was proposed to align with governance and regulatory requirements [3][4]. Risk Management - The board proposed purchasing liability insurance for directors and senior management to mitigate operational risks, with the proposal to be submitted to the shareholders' meeting due to conflicts of interest [7]. Incentive Plans - The board approved a draft for the 2025 stock option incentive plan aimed at attracting and retaining talent, which will also be submitted for shareholder approval [10][11]. - A management method for the stock option incentive plan was also approved, ensuring alignment with corporate goals [11][12]. Employee Stock Ownership Plan - The board approved a draft for the 2025 employee stock ownership plan to enhance employee engagement and align interests with shareholders, pending shareholder approval [15][16]. - A management method for the employee stock ownership plan was also established, ensuring compliance with relevant regulations [16][17]. Upcoming Meetings - The board scheduled the second extraordinary shareholders' meeting for September 15, 2025, to review the approved proposals [18].

Core Viewpoint - The company has conducted a necessary review of its 2025 Employee Stock Ownership Plan (ESOP) and has confirmed that the plan complies with relevant laws and regulations, aiming to enhance corporate governance and employee engagement [1][2]. Group 1: Compliance and Legal Framework - The review by the company's Compensation and Assessment Committee indicates that the ESOP adheres to the Company Law, Securities Law, and other regulatory guidelines [1]. - The plan's content is in line with the prohibitions outlined in the self-regulatory guidelines, ensuring that there are no circumstances that would prevent the implementation of the ESOP [1][2]. Group 2: Employee Participation and Benefits - The ESOP does not involve any forced participation or financial assistance from the company to the plan participants, ensuring voluntary engagement [2]. - The plan is designed to improve corporate governance, attract and retain talented management and key personnel, and enhance employee cohesion and company competitiveness [2].

Core Viewpoint - The board's remuneration and assessment committee of Guangxi Liuyuan Group Co., Ltd. has conducted a necessary review of the 2025 stock option incentive plan and agrees to implement it, ensuring compliance with relevant laws and regulations [2][4]. Summary by Relevant Sections - **Regulatory Compliance**: The incentive plan adheres to the provisions of the Company Law, Securities Law, and the Management Measures for Incentive Plans, confirming that there are no prohibitive circumstances for implementing the stock option plan [2][3][4]. - **Eligibility of Incentive Objects**: The incentive objects include company directors, senior management, and core personnel, excluding independent directors and shareholders holding more than 5% of the company's shares. The selection criteria comply with the Management Measures [3][4]. - **Public Disclosure**: The company is required to publicly disclose the names and positions of the incentive objects for at least 10 days before the shareholders' meeting, ensuring transparency in the selection process [3][4]. - **Granting and Exercise Arrangements**: The plan outlines the granting and exercise arrangements for stock options, including the number of options, grant date, exercise price, waiting period, and conditions, all in compliance with legal regulations and without harming the interests of the company and its shareholders [4]. - **Committee Agreement**: The remuneration and assessment committee unanimously agrees to the implementation of the incentive plan, emphasizing its potential to enhance management efficiency and promote sustainable development of the company [4][5].

Core Viewpoint - The company has conducted a necessary review of the 2025 stock option incentive plan and has determined that it meets the legal and regulatory requirements for implementation [1][5][6] Group 1: Eligibility and Compliance - The company is qualified to implement the incentive plan as it does not fall under any disqualifying conditions outlined in relevant laws and regulations [1][2] - The incentive plan's targets include company directors, senior management, and core personnel, excluding independent directors and major shareholders [3][5] Group 2: Implementation Process - The company will publicly disclose the names and positions of the incentive plan participants for a minimum of 10 days before the shareholders' meeting [3][5] - The board's remuneration and assessment committee will provide a review of the participant list and public feedback five days prior to the shareholders' meeting [3][5] Group 3: Benefits and Strategic Alignment - The incentive plan is designed to enhance the motivation and creativity of the management team, contributing to the long-term healthy development of the company [5][6] - The assessment management measures are aligned with legal requirements and the company's actual situation, ensuring the effective implementation of the incentive plan [5]

Core Viewpoint - The company is moving forward with its 2025 Employee Stock Ownership Plan (ESOP), which aims to align employee interests with the long-term development of the company, enhance governance structure, and boost employee morale and creativity for sustainable growth [2][3]. Summary by Relevant Sections - **Legal Compliance**: The 2025 Employee Stock Ownership Plan draft complies with relevant laws and regulations, including the Company Law and Securities Law, and the procedures for reviewing the plan are legal and effective [2][3]. - **Employee Participation**: The plan has been developed with input from employees through representative meetings, ensuring no coercion or forced participation in the ESOP [2][3]. - **Governance and Decision-Making**: Due to conflicts of interest, certain supervisors recused themselves from voting on the plan, leading to the decision to submit the plan directly to the shareholders' meeting for approval [3].

Meeting Overview - The fifth session of the Supervisory Board of Guangxi Liuyuan Group Co., Ltd. was held on August 28, 2025, and was deemed legally valid with three supervisors present [1][2]. Resolutions Passed - The Supervisory Board approved the 2025 semi-annual report and summary, affirming that the report accurately reflects the company's operational results and financial status as of June 30, 2025 [2][3]. - The board also approved a special report on the storage and actual use of raised funds, confirming that it truthfully reflects the management and usage of funds [2][3]. - A resolution to cancel the Supervisory Board and amend the Articles of Association was passed, with the responsibilities being transferred to the Audit Committee of the Board [3][4]. - The board approved the purchase of liability insurance for directors and senior management, which is expected to enhance compliance and risk management without significantly impacting the company's financial status [3][4]. - The 2025 stock option incentive plan draft was approved, aimed at improving the incentive and restraint mechanism for the core team, promoting long-term healthy development [4][5]. - The management measures for the implementation of the stock option incentive plan were also approved, ensuring a balanced long-term incentive and restraint mechanism [5][6]. - The board conducted a preliminary review of the list of incentive objects for the stock option plan, confirming their eligibility under relevant laws and regulations [6][7]. - The 2025 employee stock ownership plan draft was approved, which aims to align employee interests with the company's long-term development [8][9]. - The management measures for the employee stock ownership plan were approved, ensuring its smooth implementation and compliance with regulations [9][10].

关于 广西柳药集团股份有限公司 法律意见书 深圳市福田区深南大道 4011 号香港中旅大厦 21-26 层 邮政编码（Postcode）：518048 电话（Tel.）：0086-755-83025555 传真（Fax.）：0086-755-83025068 网址（Website）：www.huashanglawyer.com 法律意见书 目 录 法律意见书 广东华商律师事务所 关于广西柳药集团股份有限公司 法律意见书 致：广西柳药集团股份有限公司 广东华商律师事务所（以下简称"本所"）接受贵公司的委托，担任贵公司 实施 2025 年股票期权激励计划的专项法律顾问。根据《中华人民共和国公司法》 《中华人民共和国证券法》《上市公司股权激励管理办法》等有关法律、法规及 规范性文件和《广西柳药集团股份有限公司章程》的规定，就贵公司拟实施的 限公司 2025 年股票期权激励计划（草案）的法律意见书》。 ii 法律意见书 释 义 在《广东华商律师事务所关于广西柳药集团股份有限公司 2025 年股票期权 激励计划（草案）的法律意见书》中，除上下文另有解释或说明外，下列使用的 简称分别代表如下全称或含义： 简称 全称或含义 ...