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]

广西柳药集团股份有限公司 董事会薪酬与考核委员会工作细则 （2025 年 8 月修订） 第一章 总则 第一条 为进一步建立健全广西柳药集团股份有限公司（以下简称"公司"） 董事、高级管理人员的薪酬与考核管理制度，完善公司治理结构，有效实施公司 人才发展战略，根据《中华人民共和国公司法》 经董事长提议并经董事会讨论通过，可对委员会委员在任期内进行调整。 《上市公司治理准则》 《上海证券 交易所上市公司自律监管指引第 1 号——规范运作》等法律、法规和规范性文件 及《广西柳药集团股份有限公司章程》（以下简称"《公司章程》"）等有关规定， 公司设立董事会薪酬与考核委员会（以下简称"薪酬与考核委员会"），并结合公 司实际情况，制订本细则。 第二条 薪酬与考核委员会是董事会下设的专门委员会，主要负责制定公司 董事、高级管理人员的考核标准并进行考核；制定、审查公司董事、高级管理人 员的薪酬决定机制、决策流程、支付与止付追索安排等薪酬政策与方案，并提出 建议。 第三条 本细则所称董事是指在公司领取薪酬的非独立董事；高级管理人员 是指董事会聘任的总裁、副总裁、董事会秘书、财务总监及由总裁提请董事会认 定的其他高级管理人员。 ...

Core Points - The article outlines the establishment and operational guidelines of the Strategic Committee of Guangxi Liuyuan Pharmaceutical Group Co., Ltd. to enhance the company's core competitiveness and improve decision-making processes [1][2] - The Strategic Committee is responsible for researching and proposing suggestions on the company's long-term development strategies and major investment decisions [1][2] Group 1: General Provisions - The Strategic Committee is established to meet the strategic development needs of the company and to enhance its core competitiveness [1] - The committee is a specialized body under the board of directors, focusing on long-term strategies and significant investment decisions [1][2] Group 2: Composition of the Committee - The Strategic Committee consists of three directors, including at least one independent director [2] - The committee members are nominated by the chairman, a majority of independent directors, or at least one-third of all directors, and elected by the board [2] Group 3: Responsibilities and Authority - The main responsibilities of the Strategic Committee include researching long-term development strategies, evaluating major investment decisions, and checking the implementation of these matters [3][4] - The committee is accountable to the board of directors and must report its work and proposals for board review [3] Group 4: Decision-Making Procedures - The Investment Review Group, led by the company's president, prepares the necessary materials for the Strategic Committee's decisions [4][5] - The committee must hold meetings to discuss proposals from the Investment Review Group and submit the results to the board [4][5] Group 5: Meeting Rules - The Strategic Committee must hold at least one regular meeting annually, with provisions for additional meetings as needed [5][6] - Meetings require the presence of at least two-thirds of the committee members to be valid, and decisions must be approved by a majority [6][7] Group 6: Confidentiality and Record-Keeping - All participants in the committee meetings are bound by confidentiality regarding the discussed matters [7][8] - Meeting records must be maintained for at least ten years, and the committee's proposals must be submitted in writing to the board [7][8]

广西柳药集团股份有限公司 董事会提名委员会工作细则 （2025 年 8 月修订） 第一章 总则 第一条 为完善广西柳药集团股份有限公司（以下简称"公司"）的法人治 理结构，规范董事会成员和高级管理人员的产生，优化董事会组成，根据《中华 人民共和国公司法》《上市公司治理准则》《上海证券交易所上市公司自律监管 指引第 1 号——规范运作》等法律、法规和规范性文件及《广西柳药集团股份有 限公司章程》（以下简称"《公司章程》"）等有关规定，公司设立董事会提名 委员会（以下简称"提名委员会"），并结合公司实际情况，制订本细则。 第二条 提名委员会是董事会下设的专门委员会，主要负责拟定董事、高级 管理人员的选择标准和程序，对董事、高级管理人员人选及其任职资格进行遴选、 审核并提出建议。 第二章 人员组成 第三条 提名委员会由三名董事组成，其中独立董事应当过半数。 第四条 提名委员会委员由董事长、1/2 以上独立董事或者全体董事的 1/3 以 上提名，并由董事会选举产生。 第五条 提名委员会设主任委员（召集人）一名，由独立董事担任，负责主 持委员会工作。提名委员会主任委员由董事长提名，并经全体董事过半数选举产 生。 第七条 ...

Core Viewpoint - The document outlines the establishment and operational guidelines of the Audit Committee of Guangxi Liuyuan Pharmaceutical Group Co., Ltd, emphasizing its role in enhancing corporate governance and ensuring effective oversight of financial reporting and internal controls [1][2]. Group 1: General Provisions - The Audit Committee is established to improve the company's governance structure and ensure effective supervision of management [1]. - The committee is responsible for reviewing financial information, supervising internal and external audits, and evaluating internal controls [2]. Group 2: Composition of the Committee - The committee consists of at least three directors, with a majority being independent directors, and is chaired by an independent director with accounting expertise [3][4]. - The term of committee members aligns with their term as directors, and they can be re-elected [3][4]. Group 3: Responsibilities and Authority - The main responsibilities include reviewing financial reports, supervising management actions, proposing meetings, and evaluating external audit work [5][6]. - The committee must approve significant financial disclosures and the hiring or dismissal of external auditors [6][7]. Group 4: Internal Audit Oversight - The committee guides and supervises the internal audit department, reviews audit plans, and evaluates the effectiveness of internal controls [8][9]. - It is required to conduct checks on high-risk activities and report any violations to the relevant authorities [9]. Group 5: Meeting Procedures - The committee must hold at least one meeting per quarter, with provisions for special meetings as needed [12][13]. - A quorum of two-thirds of members is required for meetings, and decisions are made by majority vote [13][14]. Group 6: Information Disclosure - The company must disclose the composition and activities of the Audit Committee in its annual reports, including any significant issues identified during its oversight [16][17]. - Any recommendations made by the committee that are not adopted by the board must be disclosed with explanations [17].

Core Viewpoint - Guangxi Liuyuan Group Co., Ltd. is undergoing significant changes in its corporate governance structure, including a capital reduction, the cancellation of the supervisory board, and amendments to its articles of association to enhance governance efficiency and compliance with regulations [1][3][4]. Capital Change Summary - The company has approved a capital reduction from RMB 398,863,861 to RMB 397,168,905 due to the repurchase and cancellation of 1,695,050 restricted shares [2][4]. - The conversion of convertible bonds has resulted in a total of 94 shares being converted from the "Liuyuan Convertible Bonds" since their issuance [1]. Cancellation of Supervisory Board - The decision to cancel the supervisory board is based on the need to align corporate governance with regulatory requirements and the company's operational realities, with the audit committee of the board taking over its responsibilities [3][4]. - The supervisory board will continue to fulfill its duties until the shareholders' meeting approves the cancellation [3]. Amendments to Articles of Association - The articles of association will be comprehensively revised to reflect the changes in capital structure and the cancellation of the supervisory board, including the removal of references to the supervisory board and the strengthening of responsibilities for controlling shareholders and independent directors [4][5]. - Specific amendments include the unification of terms related to the shareholders' meeting and the removal of the supervisory board section, along with adjustments to enhance governance effectiveness [4][5]. Other Governance System Revisions - The company plans to revise and establish several governance systems to improve operational standards, which will require shareholder approval for certain amendments [4][5]. - The proposed changes include updates to the management of shares held by directors and senior management, which will take effect upon board approval for most items [4].

Core Viewpoint - The document outlines the internal reporting system for significant information at Guangxi Liuyuan Group Co., Ltd, ensuring timely, accurate, and fair disclosure of information that may impact the company's brand, operations, or stock prices [1][2]. Group 1: General Provisions - The internal reporting system is established to enhance the management and disclosure of significant information within the company [1]. - The system applies to the company, its departments, subsidiaries, and any associated companies that may significantly impact the company [2]. Group 2: Scope of Significant Information - Significant information includes various matters such as meeting matters, major transactions, related party transactions, major litigation and arbitration, major risks, and other significant events [6][7]. - Specific thresholds for reporting major transactions include asset totals exceeding 10% of total audited assets or transaction amounts exceeding 1 million [4][5]. Group 3: Reporting Obligations - Information report obligors must report significant information to the board chairman and the board secretary, including relevant documentation [2][3]. - The board secretary is responsible for managing significant information and disclosure matters [2]. Group 4: Reporting Procedures - Obligors must report significant information immediately upon awareness, with written documentation submitted within 24 hours [11]. - The board secretary must analyze reported information and organize necessary disclosures [12]. Group 5: Responsibilities and Management - Information report obligors are responsible for the truthfulness and completeness of the reported information [17]. - The board secretary is tasked with training obligors on governance and disclosure to ensure timely and accurate reporting [13][14].

Core Points - The document outlines the management system for the shares held by the board members and senior management of Guangxi Liuyuan Group Co., Ltd, ensuring compliance with relevant laws and regulations [1][2][3] Section Summaries General Principles - The system is established to regulate the management of shares held by the company's directors and senior management, based on various laws and the company's articles of association [1] - It applies to all shares held by directors and senior management, including those held in others' accounts and through margin trading [1][2] Information Declaration - The company secretary is responsible for managing the data of directors and senior management regarding their shareholdings and must ensure timely online declarations [2][3] - Directors and senior management must report changes in their shareholdings within specified timeframes, including new appointments and changes in personal information [2][3] Shareholding Management and Disclosure - Any changes in shareholdings must be reported to the company secretary on the same day and disclosed on the stock exchange within two trading days [3][4] - Directors and senior management must be aware of and comply with laws regarding insider trading and market manipulation before trading shares [4][5] Trading Restrictions - Specific periods are defined during which directors and senior management are prohibited from trading shares, such as before the announcement of financial reports [5][6] - There are restrictions on transferring shares under certain conditions, including resignation and ongoing investigations [5][6] Transfer Limits - Directors and senior management can only transfer a maximum of 25% of their shares annually, with exceptions for certain circumstances [6][7] - Shares held by directors and senior management that do not exceed 1,000 shares can be transferred in full without restriction [6] Compliance and Accountability - Violations of trading regulations will result in the company recovering any profits made from illegal trades, and the board must disclose relevant information regarding such violations [7][8] - Directors and senior management are responsible for managing their stock accounts and ensuring that insider information is not misused [8][9] Final Provisions - The document will be interpreted and revised by the board of directors and will take effect upon approval [9]

广西柳药集团股份有限公司 信息披露暂缓与豁免业务管理制度 （2025 年 8 月修订） 第一章 总 则 第一条 为规范广西柳药集团股份有限公司（以下简称"公司"）信息披露暂 缓与豁免行为，确保公司依法合规履行信息披露义务，保护投资者的合法权益， 根据《中华人民共和国证券法》 《上市公司信息披露暂缓与豁免管理规定》 《上海 证券交易所股票上市规则》（以下简称"《股票上市规则》"）《上海证券交易所上 市公司自律监管指引第 2 号——信息披露事务管理》等法律、法规、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》"）等有关规定， 结合公司实际情况，制定本制度。 第二条 公司和其他信息披露义务人暂缓、豁免披露临时报告，在定期报告、 临时报告中豁免披露中国证券监督管理委员会和上海证券交易所（以下简称"证 券交易所"）规定或者要求披露的内容，适用本制度。 第三条 公司和其他信息披露义务人应当真实、准确、完整、及时、公平地 披露信息，不得滥用暂缓或者豁免披露规避信息披露义务、误导投资者，不得实 施内幕交易、操纵市场等违法行为。 第四条 公司应当披露的信息存在《股票上市规则》及证券交易所其他相关 业务规 ...

Core Viewpoint - The document outlines the management system for the resignation of directors and senior management at Guangxi Liuyao Group Co., Ltd, aiming to ensure stable corporate governance and protect the rights of the company and its shareholders [1]. Summary by Sections General Principles - The system applies to all directors and senior management who resign voluntarily, upon term expiration, or due to dismissal [1]. - The regulations are based on relevant laws, regulations, and the company's articles of association [1]. Resignation Circumstances and Effectiveness - Directors and senior management can resign before their term ends by submitting a written resignation report, which becomes effective upon receipt by the company [3]. - If a director resigns, they must continue to fulfill their duties until a new director is elected if the board's composition falls below the legal minimum [4]. Disclosure and Replacement - The company must disclose the resignation details within two trading days, including the resignation time, reasons, and any ongoing commitments [2]. - A replacement for a resigning director must be completed within 60 days to ensure compliance with legal requirements [2]. Responsibilities and Obligations - Directors and senior management must complete a handover of responsibilities within 30 days after resignation, ensuring business continuity [12]. - They are required to cooperate with any exit audits related to significant decisions made during their tenure [13]. Shareholding Management - Resigning directors and senior management cannot transfer their shares for six months post-resignation [20]. - Any share reduction during their term or within six months post-resignation is limited to 25% of their total shareholding [20]. Final Provisions - The system will be executed in accordance with national laws and regulations, and the board of directors is responsible for its interpretation and revision [22].