Meeting Details - The company will hold its first extraordinary general meeting of shareholders in 2025 on September 22, 2025, at 15:00 [1] - Shareholders can participate through on-site voting or online voting, with specific time slots for online voting provided [2][5] - The deadline for registration for the meeting is September 18, 2025, at 15:00 [4] Voting Procedures - Shareholders can only choose one method of voting: on-site or online, and any duplicate votes will be disregarded [2] - The meeting will require a two-thirds majority of the voting rights held by attending shareholders for special resolutions [3] Registration Requirements - Legal representatives of corporate shareholders must provide specific documentation for registration, while individual shareholders must present their identification and shareholder account cards [3][4] - Remote shareholders can register via mail or email, but phone registrations are not accepted [4] Contact Information - The company has provided contact details for inquiries, including a phone number and email address for shareholder communication [5][6]

Summary of Key Points Core Viewpoint The company, Ruikang Pharmaceutical Group Co., Ltd., has revised its Articles of Association and certain governance systems, which will be submitted for shareholder approval. The revisions are in accordance with relevant laws and regulations, reflecting the company's actual situation. Group 1: Revision of Articles of Association - The company has made amendments to its Articles of Association based on the Company Law of the People's Republic of China and other relevant regulations [1][2][3] - The revised Articles of Association will be submitted for approval at the upcoming shareholders' meeting [1][2] - The updated Articles of Association have been published on the official website for public access [1] Group 2: Governance Structure Changes - The legal representative of the company will be the director responsible for executing company affairs, and the resignation of the legal representative will require the appointment of a new representative within thirty days [2][3] - The company will bear civil liability for the legal activities conducted by its legal representative, and may seek compensation from the representative if there is fault [2][3] - The company’s governance structure aims to ensure compliance and operational efficiency, enhancing shareholder value and corporate responsibility [4][5]

Summary of Key Points Core Viewpoint - 瑞康医药集团股份有限公司 has approved a proposal to provide guarantees for its subsidiaries, with a total guarantee limit not exceeding RMB 2 billion, aimed at ensuring smooth operational financing and enhancing management of external guarantees [1][2]. Group 1: Guarantee Overview - The company plans to provide guarantees for its subsidiaries, with a total limit of RMB 2 billion, including a maximum of RMB 1 billion for subsidiaries with a debt-to-asset ratio above 70% [1]. - The guarantees will cover various financing activities such as comprehensive credit applications, loans, and leasing [2]. - The actual guarantee amounts will be determined based on specific agreements and will not require additional board or shareholder meetings for approval within the set limits [2]. Group 2: Financial Risk Management - All guaranteed entities are within the company's consolidated financial statements, and the financial risks are considered manageable [2][3]. - As of the announcement date, the company has provided guarantees totaling RMB 545.20 million, representing 9.85% of the audited net assets attributable to the parent company for 2024 [3]. - The company has no overdue guarantees or any litigation related to guarantees as of the announcement date [3]. Group 3: Board of Directors' Opinion - The board believes that providing guarantees for wholly-owned and controlled subsidiaries is necessary for the company's operations and business development [3]. - The risks associated with these guarantees are deemed controllable, and there is no harm to the interests of the company or its shareholders, particularly minority shareholders [3].

Core Points - The company, Realcan Pharmaceutical Group Co., Ltd., was established in December 2009 and is registered in Yantai, Shandong Province with a registered capital of RMB 1,504.71 million [2][3][7] - The company aims to enhance health services through innovation and compliance, focusing on a digital, integrated, and intelligent pharmaceutical supply chain [8][9] - The company has undergone several rounds of public and private share issuance, with the latest being a non-public offering in 2016 [3][10] Company Structure - The company operates as a joint-stock limited company, with its legal representative being the chairman of the board [4] - The company has a total of 150,471.0471 million shares issued, all of which are ordinary shares [11][12] - The company is governed by its articles of association, which outline the rights and responsibilities of shareholders, directors, and senior management [4][16] Business Operations - The company's business scope includes the sale of various medical and pharmaceutical products, including medical devices, health foods, and agricultural products [9] - The company is committed to fulfilling its social responsibilities as a key player in the national pharmaceutical supply chain [8] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends, participate in shareholder meetings, and access company documents [16][17] - Shareholders are required to report any changes in their shareholding that exceed 3% [22][23] - The company has provisions to protect shareholder interests and ensure compliance with legal obligations [19][20]

General Principles - The rules are established to regulate the behavior of Ruikang Pharmaceutical Group Co., Ltd. and ensure that the shareholders' meeting exercises its powers in accordance with relevant laws and regulations [3][4] - The company must strictly follow legal and regulatory requirements when convening shareholders' meetings to ensure shareholders can exercise their rights [3][4] Shareholders' Meeting Convening - The shareholders' meeting is categorized into annual and extraordinary meetings, with annual meetings held within six months after the end of the previous fiscal year [3][5] - Extraordinary meetings must be convened within two months under specific circumstances, such as insufficient board members or significant losses [3][5][6] - If the company cannot convene a meeting within the specified time, it must report to the relevant regulatory authorities and disclose the reasons [4] Proposals and Notifications - Proposals must fall within the scope of the shareholders' meeting's authority and comply with legal and regulatory requirements [9][14] - The company must notify shareholders of the meeting at least 20 days in advance for annual meetings and 15 days for extraordinary meetings [16][17] - Notifications must include details such as meeting time, location, agenda, and the rights of shareholders to attend and vote [17][18] Meeting Procedures - The shareholders' meeting should be held at the company's registered address or another location specified in the articles of association, and it can also utilize electronic communication methods [21][22] - Shareholders can attend in person or appoint proxies to vote on their behalf, with each share carrying one vote [24][25] - The meeting must be recorded, and the minutes should include details such as attendees, proposals discussed, and voting results [35][36] Voting and Resolutions - Resolutions can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring two-thirds approval from attending shareholders [38][39] - Certain matters, such as capital changes or amendments to the articles of association, require special resolutions [40][41] - Voting results must be disclosed promptly, including details of the number of votes and the outcome of each proposal [53][54] Legal Compliance - The company must ensure that the resolutions passed at the shareholders' meeting comply with laws and regulations, and shareholders can challenge invalid resolutions within a specified timeframe [58][26] - The company is responsible for disclosing information related to any legal judgments or regulatory requirements that may affect its operations [26]

General Principles - The audit committee of Ruikang Pharmaceutical Group Co., Ltd. is established to enhance the supervision of financial information, internal control, and auditing processes, ensuring effective internal oversight [1][2] - The audit committee operates independently under the board of directors, without interference from other departments or individuals [1][2] Composition of Members - The audit committee consists of three directors who are not senior management, including two independent directors, with at least one being a professional in accounting [2][3] - The chairperson of the audit committee is an independent director with accounting expertise, responsible for leading the committee's activities [2][3] Responsibilities and Powers - The main responsibilities of the audit committee include supervising external and internal audits, reviewing financial information, and ensuring compliance with laws and regulations [4][5] - The committee has the authority to propose the hiring or replacement of external auditors and to oversee the internal audit department [6][7] Meeting Procedures - The audit committee is required to hold at least one regular meeting each quarter, with additional meetings called as necessary [13][14] - Meetings can be conducted in person or through other communication methods, ensuring all members can participate effectively [14][15] Reporting and Accountability - The audit committee must report its findings and recommendations to the board of directors, and any disagreements must be disclosed with explanations [12][22] - The committee is responsible for ensuring that any identified issues, such as financial fraud or significant accounting errors, are addressed promptly [10][11]

General Principles - The rules aim to standardize the decision-making process and operational procedures of the board of directors of Ruikang Pharmaceutical Group Co., Ltd. to enhance effective governance and scientific decision-making [2][3] - The board is accountable to the shareholders' meeting and must operate within the scope defined by the Company Law and the company's articles of association [2] Composition of the Board - The board consists of nine directors, including three independent directors and one employee representative director, with a chairman and possibly a vice-chairman [4] - Directors are elected for a term of three years and can be re-elected; the employee representative director is elected by the employees without shareholder meeting approval [4][5] Meeting Procedures - Board meetings can be regular or temporary, with at least two regular meetings held annually [4][6] - Notice for regular meetings must be sent ten days in advance, while temporary meetings require three days' notice [4][5] - Shareholders holding more than 10% of voting rights or one-third of the directors can propose a temporary meeting [6] Voting and Resolutions - Each proposal requires a majority vote from the attending directors to pass, with specific rules for abstentions and conflicts of interest [8][9] - Directors must avoid voting on proposals where they have a conflict of interest, and decisions must adhere strictly to the authority granted by the shareholders' meeting [9][10] Record Keeping - The board secretary is responsible for maintaining records of meetings, including notices, minutes, and resolutions, which must be preserved for at least ten years [11][29] - Directors must sign off on meeting records and resolutions, and any dissent must be documented [11][12] Amendments and Effectiveness - The rules will be effective upon approval by the shareholders' meeting and can be amended as necessary [12][12]

瑞康医药集团股份有限公司董事会审计委员会议事规则 （二〇二五年九月） 第一章 总则 第一条 为充分发挥审计委员会对瑞康医药集团股份有限公司（以下简称 "公司"）财务信息、内部控制、内外部审计等工作的监督作用，健全公司内部 监督机制，确保董事会审计委员会规范、高效地开展工作，根据《中华人民共和 国公司法》（以下简称《公司法》）《上市公司独立董事管理办法》《上市公司治理 准则》《上市公司审计委员会工作指引》《瑞康医药集团股份有限公司章程》（以 下简称《公司章程》）等有关规定，公司设立董事会审计委员会（以下简称"审 计委员会"），并制定本议事规则。 第二章 人员构成 第四条 审计委员会成员（委员）由三名不在公司担任高级管理人员的董事 组成，其中二名为独立董事，且至少应有一名独立董事是会计专业人士。公司董 事会成员中的职工代表可以成为审计委员会成员。审计委员会委员由董事长、三 分之一以上独立董事或者三分之一以上董事提名，由董事会选举产生。 第五条 审计委员会设主任委员（召集人）一名，由独立董事中的会计专业 人士担任，负责主持审计委员会工作。主任委员由董事会从审计委员会委员中选 举产生。会计专业人士应具备较丰富的会计专 ...

瑞康医药集团股份有限公司董事会议事规则 （二〇二五年九月） 第一章 总则 第二条 公司董事会的提议、召集、通知、召开、表决、记录等事项适用本 规则。 第三条 董事会对股东会负责，董事会应当在《公司法》和《公司章程》规 定的范围内行使职权。 第二章 董事会的组成 第四条 董事会由九名董事组成，其中包括三名独立董事、一名职工代表 董事。董事会设董事长一人，可以设副董事长。董事长和副董事长由董事会以全 体董事的过半数选举产生。 非职工代表董事由股东会选举或者更换，并可在任期届满前由股东会解除其 职务。职工代表董事由公司职工通过职工代表大会选举产生，无需提交股东会审 议。董事任期三年，任期届满可连选连任。 董事任期从就任之日起计算，至本届董事会任期届满时为止。董事任期届满 未及时改选，在改选出的董事就任前，原董事仍应当依照法律、行政法规、部门 规章和《公司章程》的规定，履行董事职务。 董事可以由高级管理人员兼任，但兼任高级管理人员职务的董事以及由职工 代表担任的董事，总计不得超过公司董事总数的二分之一。 第五条 董事会下设董事会办公室，处理董事会日常事务。 第一条 为进一步规范瑞康医药集团股份有限公司（以下简称"公司 ...

瑞康医药集团股份有限公司 第一条 为维护瑞康医药集团股份有限公司（以下简称"公司"或"本公 司"）、股东和债权人的合法权益，规范公司的组织和行为，根据《中华人民共 和国公司法》（以下简称"《公司法》"）、《中华人民共和国证券法》（以下 简称"《证券法》"）、《上市公司章程指引》和其他有关规定，制订本章程。 章程 第二条 公司系依照《公司法》、《关于设立外商投资股份有限公司若干 问题的暂行规定》和其他有关规定成立的股份有限公司。 （二〇二五年九月） 公司经山东省商务厅以"鲁商务外资字[2009]390 号"文批复，由山东瑞康 药品配送有限公司整体变更设立，于 2009 年 12 月 15 日在山东省工商行政管理 局注册登记，取得营业执照，统一社会信用代码：91370000766690447B。 1 第三条 公司于 2011 年 5 月 23 日经中华人民共和国证券监督管理委员会 （以下简称"中国证监会"）"证监许可【2011】779 号"文批准，首次向社会 公众发行人民币普通股 2380 万股；并经深圳证券交易所"深证上【2011】174 号"文批准，公司股票于 2011 年 6 月 10 日在深圳证券交易所上 ...