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 ...

Core Viewpoint - The legal opinion letter from Guangdong Huashang Law Firm confirms that Guangxi Liuyuan Group Co., Ltd. is qualified to implement its 2025 Employee Stock Ownership Plan (ESOP) and that the plan complies with relevant laws and regulations [1][6][20]. Group 1: Company Qualifications - Guangxi Liuyuan Group Co., Ltd. is a legally established and effectively existing joint-stock company listed on the Shanghai Stock Exchange, with no circumstances requiring termination under applicable laws and regulations [6][18]. - The company holds a valid business license issued by the Liuzhou Administrative Approval Bureau, confirming its operational legitimacy [6][18]. Group 2: Legality and Compliance of the ESOP - The ESOP adheres to the principles of legality, voluntary participation, and risk-bearing, ensuring no forced participation or financial assistance from the company to participants [8][13][19]. - The plan is designed for directors (excluding independent directors), senior management, and core personnel, with all participants required to sign labor or employment contracts during the plan's duration [9][10]. Group 3: Plan Details - The ESOP aims to hold no more than 1.77 million shares, approximately 0.45% of the company's total share capital as of August 28, 2025, with a cap of 10% on the total shares held by all effective employee stock ownership plans [10][19]. - The plan's duration can be extended under specific conditions, such as stock suspension or sensitive information periods, with management committee approval [10][11]. Group 4: Legal Procedures and Disclosure Obligations - The company has completed necessary legal procedures for the ESOP, including obtaining opinions from the remuneration and audit committees, and is set to present the plan for shareholder approval [18][19]. - The company is obligated to disclose relevant information regarding the ESOP following the board's approval, including the legal opinion letter and related documents [19][20].

Core Points - The document outlines the rules for the board of directors of Guangxi Liuyao Group Co., Ltd, aiming to standardize the decision-making process and enhance the board's operational efficiency [2][3][4] Summary by Sections Chapter 1: General Provisions - The rules are established to regulate the board's meeting procedures and decision-making processes, ensuring compliance with relevant laws and the company's articles of association [2] Chapter 2: Composition and Powers of the Board - The board consists of 7 directors, including 3 independent directors and 1 employee representative [3] - The board has various powers, including convening shareholder meetings, executing resolutions, deciding on business plans, and managing internal structures [4][5] Chapter 3: Convening and Notification of Board Meetings - The board must hold at least two meetings annually, with the chairman responsible for convening them [6] - The board can hold temporary meetings under specific circumstances, such as shareholder requests or regulatory requirements [6][7] Chapter 4: Conducting Board Meetings - A quorum requires more than half of the directors to be present, with specific rules for related party transactions [8][9] - Directors are expected to attend in person or delegate their voting rights appropriately [10][11] Chapter 5: Review Procedures and Resolutions - Proposals must be discussed thoroughly before voting, with a majority required for approval [12][13] - Directors must avoid conflicts of interest during voting, especially in related party transactions [14][15] Chapter 6: Miscellaneous - The rules will be interpreted and revised by the board, and any amendments must be approved by the shareholders [18]

广西柳药集团股份有限公司 募集资金管理制度 (2025年8月修订) 第一章 总 则 同一投资项目所需资金原则上应当在同一募集资金专户存储。公司存在两次 以上融资的，应当分别设置募集资金专户。实际募集资金净额超过计划募集资金 金额（以下简称"超募资金"）也应当存放于募集资金专户管理。 第二条 本制度所称募集资金，是指公司通过发行股票或者其他具有股权性 质的证券，向投资者募集并用于特定用途的资金，但不包括公司实施股权激励计 划募集的资金。 第六条 公司应当在募集资金到账后 1 个月内与保荐人或者独立财务顾问、 商业银行签订募集资金专户存储三方监管协议。该协议至少应当包括以下内容： 第一条 为进一步规范广西柳药集团股份有限公司（以下简称"公司"）对募 集资金的使用和管理，提高募集资金的使用效率和效益，维护投资者的合法权益， 根据《中华人民共和国公司法》《中华人民共和国证券法》《上市公司募集资金 监管规则》《上海证券交易所股票上市规则》《上海证券交易所上市公司自律监 管指引第 1 号——规范运作》等相关法律、法规及规范性文件和《广西柳药集团 股份有限公司章程》（以下简称"《公司章程》"）的有关规定，结合公司实际 情况 ...

Group 1 - The core point of the article is the revised articles of association of Guangxi Liuyao Group Co., Ltd. which aim to protect the rights and interests of the company, shareholders, employees, and creditors while regulating the company's organization and behavior [1][2][3] - The company was established as a joint-stock company in accordance with the Company Law and other relevant regulations, with a registered capital of RMB 397,168,905 [2][3] - The company is committed to the health industry, providing professional pharmaceutical distribution services, and aims to become an innovative enterprise in the pharmaceutical circulation field [5][6] Group 2 - The company’s business scope includes wholesale and retail of pharmaceuticals, medical device operations, and various related services [5][6] - The company has issued a total of 397,168,905 shares, all of which are ordinary shares with a par value of RMB 1 per share [7][8] - The company can increase its capital through various methods, including issuing shares to unspecified objects or existing shareholders [10][11] Group 3 - The company’s shareholders have rights to dividends, participate in shareholder meetings, and supervise the company's operations [15][16] - The company must hold an annual general meeting within six months after the end of the previous fiscal year [50][51] - The company’s articles stipulate that any significant transactions must be approved by the board and submitted to the shareholders' meeting for approval [24][26]