陕西盘龙药业集团股份有限公司股东会议事规则 陕西盘龙药业集团股份有限公司 （2025 年 月） 第一章 总则 相关法律、法规及规范性文件的规定，制定本规则。 第二条 公司应当严格按照法律、法规、公司章程及本规则的相关规定召开 股东会，保证股东能够依法行使权利。公司董事会应当切实履行职责，认真、按 时组织股东会。公司全体董事应当勤勉尽责，确保股东会正常召开和依法行使职 权。 公司应当完善股东会运作机制，平等对待全体股东，保障股东依法享有的知 情权、查询权、分配权、质询权、建议权、股东会召集权、提案权、提名权、表 决权等权利，积极为股东行使权利提供便利，切实保障股东特别是中小股东的合 法权益。公司应当积极采用累积投票、网络投票等方式，为股东特别是中小股东 参加股东会及行使表决权提供便利。具体规定详见《股东会网络投票管理制度》、 《累积投票制度实施细则》、《中小投资者单独计票机制实施细则》。 第一条 为维护陕西盘龙药业集团股份有限公司（以下简称"公司"）股东 合法权益，明确股东会的职责权限，保证股东会依法行使职权，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》 第三条 股东会是公 ...

Core Viewpoint - The financial report of Shaanxi Panlong Pharmaceutical Group Co., Ltd. for the first half of 2025 shows significant growth in revenue and net profit compared to the same period in 2024, indicating a positive trend in the company's financial performance [5][7][8]. Financial Performance - Total operating revenue for the first half of 2025 reached CNY 574,023,000.14, an increase from CNY 455,356,633.75 in the same period of 2024, representing a growth of approximately 26.0% [5][7]. - The net profit for the first half of 2025 was CNY 59,979,473.51, slightly up from CNY 59,435,447.41 in the first half of 2024, indicating a stable profit margin [7][8]. - Basic and diluted earnings per share remained consistent at CNY 0.57 for the first half of 2025, unchanged from the previous year [8]. Assets and Liabilities - Total assets increased to CNY 2,362,246,494.51 at the end of the first half of 2025, compared to CNY 2,280,023,009.54 at the beginning of the year, reflecting a growth of approximately 3.6% [3][4]. - Total liabilities rose to CNY 696,000,341.43, up from CNY 642,840,255.08, indicating an increase of about 8.3% [4][5]. - The total equity attributable to shareholders increased to CNY 1,664,436,104.93 from CNY 1,635,217,029.35, showing a growth of approximately 1.8% [4][5]. Cash Flow - The net cash flow from operating activities for the first half of 2025 was CNY 62,620,899.02, down from CNY 111,157,587.41 in the same period of 2024, indicating a decrease in cash generation from operations [9][10]. - Cash and cash equivalents at the end of the first half of 2025 were CNY 1,166,765,970.54, slightly down from CNY 1,169,375,189.16 at the beginning of the year [9][10]. Cost Structure - Total operating costs for the first half of 2025 were CNY 502,134,108.31, compared to CNY 391,905,428.80 in the same period of 2024, reflecting an increase of approximately 28.2% [7][8]. - The cost of goods sold was CNY 280,795,329.78, up from CNY 171,037,480.65, indicating a significant rise in production costs [7][8].

Core Viewpoint - The announcement details the upcoming election of the fifth board of directors for Shanxi Panlong Pharmaceutical Group Co., Ltd., which will consist of 9 members, including 5 non-independent directors, 3 independent directors, and 1 employee representative director [1][3]. Board Election Details - The fifth board of directors will be composed of 9 members: 5 non-independent directors, 3 independent directors, and 1 employee representative director [1]. - The board's election will be conducted through a cumulative voting system for both non-independent and independent directors [3]. Candidate Nomination - The board's nomination committee has approved the following candidates for the fifth board: - Non-independent directors: Xie Xiaolin, Wu Jie, Xie Xiaofeng, Zhang Dezhuz, Huang Jilin - Independent directors: Niu Xiaofeng, Wang Mancang, Wang Peng [2]. Candidate Qualifications - All nominated candidates have been confirmed to meet the qualifications required for directors of a listed company, in accordance with relevant laws and regulations [2]. - The number of directors who are also senior management or employee representatives will not exceed half of the total board members, and independent directors will account for at least one-third of the board [2]. Term and Transition - The term for the new board of directors will be three years, starting from the date of approval at the company's second extraordinary general meeting in 2025 [3]. - Current board members will continue to fulfill their duties until the new board is officially in place [3]. Independent Director Tenure - Independent directors cannot serve more than six consecutive years, and two current independent directors are approaching the end of their terms [3].

| - 款 非经营性往来 | | | | 资金周转 | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 北京实达信科技服务有限公司 | | | 全资孙公司 | | 其他应收款 | 610.00 | | | | 200.00 - | 810.00 | 资金周转 | 非经营性往来 | | | | | | | 过去十二个月内与公司存在关联关系的控 | | | | | | | | | | 陕西盘龙鸿业大药房有限公司 | | | | 应收账款 | 3.83 | | - | | | 0.12 3.71 销售货款 | | 经营性往来 | | | | | | | | 其他关联方及其附 | | | 股公司 | | | | | | | 属企业 过去十二个月内与公司存在关联关系的控 | | | | | | | | | | 陕西盘龙鸿业大药房有限公司 | | | | 其他应收款 | | | | | | 16.50 - | - | 16.50 | 资金周转 | 非经营性往来 | | | | | | 股公司 | | | | | | | | | | 总计 ...

Core Viewpoint - The financial report of Shaanxi Panlong Pharmaceutical Group Co., Ltd. for the first half of 2025 shows an increase in total assets and net profit compared to the same period in 2024, indicating a positive growth trend in the company's financial performance [2][5][6]. Financial Summary Assets - Total assets at the end of the first half of 2025 amounted to CNY 2,362,246,494.51, an increase from CNY 2,280,023,009.54 at the beginning of the year, reflecting a growth of approximately 3.6% [2][3]. - Current assets totaled CNY 1,855,373,268.19, up from CNY 1,771,523,291.39, marking an increase of about 4.7% [2][3]. - Non-current assets slightly decreased to CNY 506,873,226.32 from CNY 508,499,718.15, a decline of approximately 0.3% [2][3]. Liabilities - Total liabilities increased to CNY 696,000,341.43 from CNY 642,840,255.08, representing a rise of about 8.2% [3][4]. - Current liabilities rose to CNY 485,824,666.12, compared to CNY 446,110,297.49, an increase of approximately 8.9% [3][4]. - Non-current liabilities also increased to CNY 210,175,675.31 from CNY 196,729,957.59, reflecting a growth of about 6.8% [3][4]. Equity - Total equity reached CNY 1,666,246,153.08, up from CNY 1,637,182,754.46, indicating an increase of approximately 1.8% [3][4]. - Retained earnings increased to CNY 688,550,110.23 from CNY 659,732,692.20, a growth of about 4.4% [3][4]. Revenue and Profit - Operating revenue for the first half of 2025 was CNY 574,023,000.14, compared to CNY 455,356,633.75 in the same period of 2024, marking an increase of approximately 26% [5][6]. - Net profit for the first half of 2025 was CNY 59,979,473.51, slightly up from CNY 59,435,447.41 in 2024, indicating a marginal growth of about 0.9% [5][6]. - Basic and diluted earnings per share remained stable at CNY 0.57 [5][6]. Cash Flow - Net cash flow from operating activities was CNY 62,620,899.02, down from CNY 111,157,587.41 in the previous year, indicating a decrease of approximately 43.7% [7]. - Cash and cash equivalents at the end of the period were CNY 1,166,765,970.54, slightly down from CNY 1,164,710,997.88 [7].

Core Viewpoint - The company, Shanxi Panlong Pharmaceutical Group Co., Ltd., is revising its Articles of Association and related corporate governance systems to enhance governance efficiency and streamline management processes, including the abolition of the supervisory board and the transfer of its responsibilities to the audit committee of the board of directors [1][2][3]. Summary by Sections Revision of Articles of Association - The company plans to amend its Articles of Association to comply with the latest regulatory framework and improve governance effectiveness [1][2]. - The supervisory board will be dissolved, and its functions will be transferred to the audit committee, pending approval from the shareholders' meeting [1][2]. Specific Amendments - The amendments will include changes to the roles and responsibilities of the board of directors and the legal representative of the company [4][5]. - The new provisions will clarify that the legal representative's civil activities will be the company's responsibility, and the company can seek compensation from the legal representative if damages occur due to their duties [4][5]. Governance Structure Changes - The supervisory board's responsibilities will cease upon the approval of the revised Articles of Association, and the rules governing the supervisory board will be abolished [2][3]. - The company will ensure that the audit committee will diligently perform its supervisory functions until the shareholders' meeting approves the changes [2][3]. Legal Compliance - The revisions are in accordance with the Company Law, Securities Law, and relevant regulations from the Shenzhen Stock Exchange [3][4]. - The company emphasizes that the amendments aim to protect the rights and interests of shareholders, employees, and creditors while ensuring compliance with legal requirements [1][2].

Core Viewpoint - The independent director candidate, Niu Xiaofeng, has been nominated for the fifth board of directors of Shaanxi Panlong Pharmaceutical Group Co., Ltd. by the controlling shareholder, Xie Xiaolin, who has made a public declaration regarding the nomination [1]. Group 1: Nomination Process - The nomination was made after a thorough understanding of the candidate's professional background, education, qualifications, work experience, and any significant dishonesty records [1]. - The candidate has agreed in writing to serve as an independent director [1]. Group 2: Compliance with Regulations - The candidate has passed the qualification review by the company's fourth board of directors' nomination committee [2]. - The candidate does not have any disqualifying conditions as per the Company Law of the People's Republic of China [2]. - The candidate meets the qualifications and conditions for independent directors as stipulated by the China Securities Regulatory Commission and the Shenzhen Stock Exchange [2][3]. Group 3: Independence and Experience - The candidate has participated in training and obtained relevant certification recognized by the stock exchange [2]. - The candidate possesses basic knowledge related to the operation of listed companies and has over five years of relevant work experience in law, economics, management, accounting, or finance [5][10]. - The candidate is not currently serving in any position within the company or its subsidiaries [5]. Group 4: Commitment and Accountability - The nominator guarantees that the declaration is true, accurate, and complete, and is willing to bear legal responsibility for any false statements [10]. - The nominator has authorized the company secretary to submit the declaration to the Shenzhen Stock Exchange and make it public [10]. - If the candidate's independence is compromised during their tenure, the nominator will report this to the board and urge the candidate to resign [10].

Group 1 - The candidate Wang Mancang has been nominated as an independent director for the fifth board of Shaanxi Panlong Pharmaceutical Group Co., Ltd. by the controlling shareholder Xie Xiaolin [1] - The candidate confirms that there are no relationships that could affect his independence and meets the qualifications required by relevant laws and regulations [1][2] - The candidate has undergone qualification review by the nomination committee of the fourth board and has no conflicting interests with the nominator [1][2] Group 2 - The candidate affirms compliance with the requirements set forth by the China Securities Regulatory Commission and the Shenzhen Stock Exchange for independent directors [2][4] - The candidate has completed training and obtained relevant certification recognized by the stock exchange [2][5] - The candidate declares that he does not hold any position in the company or its subsidiaries, nor does he or his immediate family hold more than 1% of the company's shares [5][6][7] Group 3 - The candidate has no significant business dealings with the company or its controlling shareholders [7][8] - The candidate has not been subject to any criminal penalties or administrative sanctions related to securities in the past 36 months [7][8] - The candidate commits to fulfilling the responsibilities of an independent director diligently and independently, without influence from major shareholders or related parties [9]

陕西盘龙药业集团股份有限公司 独立董事提名人声明与承诺 提名人控股股东谢晓林现就提名王满仓为陕西盘龙药业集团股 份有限公司第五届董事会独立董事候选人发表公开声明。被提名人已 书面同意作为陕西盘龙药业集团股份有限公司第五届董事会独立董 事候选人(参见该独立董事候选人声明)。本次提名是在充分了解被提 名人职业、学历、职称、详细的工作经历、全部兼职、有无重大失信 等不良记录等情况后作出的，本提名人认为被提名人符合相关法律、 行政法规、部门规章、规范性文件和深圳证券交易所业务规则对独立 董事候选人任职资格及独立性的要求，具体声明并承诺如下事项: 一、被提名人已经通过陕西盘龙药业集团股份有限公司第四届董 事会提名委员会或者独立董事专门会议资格审查，提名人与被提名人 不存在利害关系或者其他可能影响独立履职情形的密切关系。 是□ 否 如否，请详细说明：______________________________ 二、被提名人不存在《中华人民共和国公司法》第一百七十八条 等规定不得担任公司董事的情形。 是□ 否 如否，请详细说明：______________________________ 三、被提名人符合中国证监会《上市公 ...

Core Viewpoint - The independent director candidate, Niu Xiaofeng, has declared his commitment to the position and confirmed his independence from any relationships that could affect his role [1][9]. Group 1: Candidate Qualifications - The candidate has undergone qualification review by the company's nomination committee and has no conflicting interests with the nominator [1]. - The candidate meets the requirements set forth by the Company Law of the People's Republic of China regarding disqualifications for serving as a director [2]. - The candidate complies with the independent director qualifications as per the China Securities Regulatory Commission and Shenzhen Stock Exchange regulations [2][4]. Group 2: Compliance and Training - The candidate has participated in training and possesses the necessary certification recognized by the stock exchange [2]. - The candidate's role as an independent director will not violate any relevant laws or regulations, including those from the Central Commission for Discipline Inspection [2][3]. Group 3: Independence Assurance - The candidate confirms that neither he nor his immediate family members hold any shares exceeding 1% in the company or are among the top ten shareholders [5][6]. - The candidate has no significant business dealings with the company or its major shareholders [7]. - The candidate has not been subject to any criminal penalties or administrative sanctions related to securities in the past 36 months [7][8]. Group 4: Responsibilities and Reporting - The candidate acknowledges the responsibilities of an independent director and commits to fulfilling these duties diligently [9]. - The candidate will report any changes in his qualification status to the board and resign if he no longer meets the criteria [9].