国药控股拟在临时股东大会重选第七届董事会成员

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about any aspect of this circular, you should obtain independent professional advice.
If you have sold or transferred all your H Shares in Sinopharm Group Co. Ltd., you should at once hand this
circular together with the form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent
through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for
the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any
liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this
circular.




SINOPHARM GROUP CO. LTD.*
(A joint stock limited company incorporated in the People’s Republic of China with limited liability
and carrying on business in Hong Kong as )
(Stock Code: 01099)

PROPOSED RE-ELECTION OF DIRECTORS
AND
NOTICE OF EGM


A letter from the Board is set out on pages 2 to 5 of this circular. A notice convening the EGM to be held at Meeting
Room 1401, Sinopharm Group Building, No. 385, East Longhua Road, Huangpu District, Shanghai, the PRC, at
9:00 a.m. on Tuesday, 15 September 2026, is being dispatched to the Shareholders together with this circular.

Shareholders who intend to appoint a proxy to attend the EGM shall complete and return the proxy form in accordance
with the instructions printed thereon. The proxy form must be signed by you or your attorney duly authorized in writing
or, in case of a legal person, must either be executed under its seal or under the hand of its director or other attorney
duly authorized to sign the same. If the proxy form is signed by an attorney of the appointor, the power of attorney
authorizing the attorney to sign, or other document of authorization, must be notarially certified.
In the case of joint holders of the shares of the Company, only the holder whose name stands first in the register of
members of the Company shall alone be entitled to vote at the EGM, either in person or by proxy in respect of such
shares.

For holders of H Shares, please return the proxy form together with any documents of authority to the H Share registrar
of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s
Road East, Wanchai, Hong Kong as soon as possible, and in any event not later than 24 hours before the time appointed
for holding the EGM or any adjournment thereof. For holders of Domestic Shares, please return the proxy form together
with any documents of authority to the Office of the Company in the PRC at Room 1413, Sinopharm Group Building,
No. 385, East Longhua Road, Huangpu District, Shanghai, the PRC as soon as possible, and in any event not later than
24 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the
proxy form will not preclude you from attending and voting at the EGM, or any adjournment thereof should you so
wish.

31 August 2026

* The Company is registered as a non-Hong Kong company under the Hong Kong Companies Ordinance under its
Chinese name and the English name “Sinopharm Group Co. Ltd.”.
CONTENTS


Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

I. INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

II. PROPOSED RE-ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . 3

III. EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

IV. RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

APPENDIX I BIOGRAPHIES OF THE DIRECTOR CANDIDATES FOR
THE SEVENTH SESSION OF THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12




- i -
DEFINITIONS


In this circular, unless the context otherwise requires, the following expressions have the following
meanings:

“Articles of Association” the articles of association of the Company

“Board” the board of directors of the Company

“Company” Sinopharm Group Co. Ltd. (國藥控股股份有限公司), a joint stock
company incorporated under the laws of the PRC with limited
liability and whose H shares are listed and traded on the Hong
Kong Stock Exchange

“Director(s)” the director(s) of the Company

“Domestic Share(s)” ordinary share(s) in the share capital of the Company with a
nominal value of RMB1.00 each, which is/are subscribed for and
fully paid up in Renminbi by PRC nationals and/or PRC
incorporated entities

“EGM” the extraordinary general meeting of the Company to be convened
at Meeting Room 1401, Sinopharm Group Building, No. 385, East
Longhua Road, Huangpu District, Shanghai, the PRC at 9:00 a.m.
on Tuesday, 15 September 2026

“Hong Kong” the Hong Kong Special Administrative Region of the PRC

“Hong Kong Listing Rules” the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited

“Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited

“H Share(s)” overseas-listed foreign invested ordinary share(s) with a nominal
value of RMB1.00 each in the share capital of the Company, which
is/are listed and traded on the Hong Kong Stock Exchange

“Nomination Committee” the nomination committee of the Board

“PRC” the People’s Republic of China which, for the purpose of this
circular, excludes Hong Kong, Macau Special Administrative
Region and Taiwan Province

“RMB” Renminbi, the lawful currency of the PRC

“Shareholder(s)” the shareholder(s) of the Company

“Share(s)” Domestic Share(s) and/or H Share(s) of the Company


- 1 -
LETTER FROM THE BOARD




SINOPHARM GROUP CO. LTD.*
(A joint stock limited company incorporated in the People’s Republic of China with limited liability
and carrying on business in Hong Kong as )
(Stock Code: 01099)

Members of the Board: Registered office in the PRC:
1st and 11th to 15th Floors
Non-executive Directors: No. 385 East Longhua Road
Mr. Jin Bin (Chairman) Huangpu District
Mr. Chen Qiyu Shanghai, 200023
Mr. Zu Jing the PRC
Mr. Xing Yonggang
Mr. Ma Yue Principal place of business in Hong Kong:
Mr. Chen Yuqing Room 1601,
Mr. Wen Deyong Emperor Group Center,
Ms. Li Ying 288 Hennessy Road,
Wanchai,
Executive Directors: Hong Kong
Mr. Lian Wanyong
Mr. Yang Binghua

Independent non-executive Directors:
Mr. Li Peiyu
Mr. Wu Tak Lung
Mr. Yu Weifeng
Mr. Shi Shenghao
Mr. Chen Weiru

31 August 2026

To the Shareholders

Dear Sir or Madam,

PROPOSED RE-ELECTION OF DIRECTORS
AND
NOTICE OF EGM
* The Company is registered as a non-Hong Kong company under the Hong Kong Companies Ordinance under its
Chinese name and the English name “Sinopharm Group Co. Ltd.”.


- 2 -
LETTER FROM THE BOARD


I. INTRODUCTION

Reference is made to the announcement of the Company dated 21 August 2026, in relation to (among
others) the proposed re-election of Directors.

The purpose of this circular is to provide you with detailed information regarding (i) the proposed re-
election of Directors; and (ii) a notice convening the EGM, to enable you to make an informed
decision on whether to vote for or against the proposed resolutions at the EGM.

II. PROPOSED RE-ELECTION OF DIRECTORS

As the term of office of the sixth session of the Board will expire on 14 September 2026, the Board
has passed relevant resolutions on 21 August 2026 to make recommendations on the Director
candidates for the seventh session of the Board.

Proposed Re-election of Directors

The Board proposed to re-elect Mr. Lian Wanyong and Mr. Yang Binghua as executive Directors of
the seventh session of the Board; to re-elect Mr. Jin Bin, Mr. Chen Qiyu, Mr. Zu Jing, Mr. Xing
Yonggang, Mr. Ma Yue, Mr. Chen Yuqing, Mr. Wen Deyong and Ms. Li Ying as non-executive
Directors of the seventh session of the Board; and to re-elect Mr. Li Peiyu, Mr. Wu Tak Lung, Mr.
Yu Weifeng, Mr. Shi Shenghao and Mr. Chen Weiru as independent non-executive Directors of the
seventh session of the Board.

In accordance with the Articles of Association, the above proposed re-election of Directors is subject
to the approval by the Shareholders at the general meeting of the Company. Relevant proposals will
be submitted to the EGM for the Shareholders’ consideration and approval.

Upon the above proposed re-election of Directors of the seventh session of the Board being approved
by the Shareholders, the Company will enter into service contract with each of them. The term of
office of each of them as a Director of the seventh session of the Board will be three years from the
date of approval by the Shareholders. Pursuant to the Articles of Association, each of the above
proposed re-elected Directors will be subject to retirement by rotation and re-election upon the expiry
of his/her term of office. The remuneration of each of them for serving as an executive Director, non-
executive Director or independent non-executive Director of the seventh session of the Board will be
determined by the Board according to the authorisation granted by the Shareholders at the annual
general meeting of the Company held on 18 June 2026 and in accordance with the Company’s
remuneration policy regarding Directors. At present, according to the Company’s 2026 remuneration
standards, the remuneration of independent non-executive Directors will be RMB350,000 per annum
(before tax); non-executive Directors will not receive any remuneration from the Company; executive
Directors will receive remuneration based on the performance appraisal, incentive measures and
annual salary standard settlement.

Biographies of the Director candidates for the seventh session of the Board are set out in Appendix I
to this circular.




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LETTER FROM THE BOARD


Recommendation of the Nomination Committee

The above proposed re-election of Directors was proposed by the Nomination Committee according
to the nomination procedures for Directors of the Company and based on the needs of the Company
and has been submitted to the Board for review after considering the Director candidates’ relevant
qualifications by the Nomination Committee, and will then be submitted by the Board to the EGM for
final approval.

The examination procedures of the candidates for Directors are: (1) to collect, or require relevant
department of the Company to collect the particulars of the occupation, education, designation,
detailed work experience and part-time jobs of the candidates and summarize the same in written
materials; (2) to hold the Nomination Committee meetings to examine the qualifications of the
candidates in accordance with the requirements applicable to a Director of the Company and to state
the opinion and recommendations on appointments in the form of proposals; and (3) to carry out other
relevant work arrangement according to decisions of or feedback from the Board.

Mr. Li Peiyu, Mr. Wu Tak Lung, Mr. Yu Weifeng, Mr. Shi Shenghao and Mr. Chen Weiru have all
confirmed their compliance with the independence guidelines as set out in Rule 3.13 of the Hong
Kong Listing Rules. The Nomination Committee had assessed and reviewed the written confirmation
of independence of each of Mr. Li Peiyu, Mr. Wu Tak Lung, Mr. Yu Weifeng, Mr. Shi Shenghao and
Mr. Chen Weiru based on the independence criteria as set out in Rule 3.13 of the Hong Kong Listing
Rules, and is satisfied that each of them is independent under Rule 3.13 of the Hong Kong Listing
Rules.

In addition, when considering the candidates of independent non-executive Directors for the seventh
session of the Board, the Nomination Committee and the Board have considered the independence
confirmations of Mr. Li Peiyu, Mr. Wu Tak Lung, Mr. Yu Weifeng, Mr. Shi Shenghao and Mr. Chen
Weiru and their skills, background, knowledge and experience. In particular, Mr. Li Peiyu has
extensive experience in corporate management and macroeconomic research, Mr. Wu Tak Lung has
extensive experience in finance, Mr. Yu Weifeng has extensive experience in law, Mr. Shi Shenghao
has extensive experience in medical health industry, industry operation and investment and Mr. Chen
Weiru has extensive experience in strategy formulation and corporate management. Their different
education, background, professional experience and practice enable them to provide relevant valuable
insights and contribute to the diversity of the Board.

III. EGM

A notice convening the EGM to be held at 9:00 a.m. on Tuesday, 15 September 2026 at Meeting
Room 1401, Sinopharm Group Building, No. 385, East Longhua Road, Huangpu District, Shanghai,
the PRC is set out at the end of this circular.

In accordance with the Articles of Association, for the purpose of holding the EGM, the register of
members of the Company (the “Register”) will be closed from Thursday, 10 September 2026 to
Tuesday, 15 September 2026 (both days inclusive) during which period no transfer of Shares of the
Company will be registered.




- 4 -
LETTER FROM THE BOARD


In order to be qualified to attend and vote at the EGM, for holders of H Shares of the Company, all
transfer documents accompanied by the relevant share certificates must be lodged with the H Shares
registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712-1716,
17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as practicable,
and in any event no later than 4:30 p.m. on Wednesday, 9 September 2026.

The Shareholders whose names appear on the Register on Thursday, 10 September 2026 are entitled
to attend and vote at the EGM.

A proxy form to be used at the EGM is also enclosed herein and published on the website of the
Hong Kong Stock Exchange (www.hkexnews.hk). Shareholders who intend to appoint a proxy to
attend the EGM shall complete, sign and return the appropriate proxy form in accordance with the
instructions printed thereon.

For holders of H Shares, the proxy form, and if the proxy form is signed by a person under a power
of attorney or other authority on behalf of the appointor, a notarially certified copy of that power of
attorney or other authority, must be delivered to the Company’s H Share Registrar, Computershare
Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East,
Wanchai, Hong Kong, not less than 24 hours before the time for holding the EGM or any
adjournment thereof in order for such documents to be valid. For holders of Domestic Shares, the
proxy form, and if the proxy form is signed by a person under a power of attorney or other authority
on behalf of the appointor, a notarially certified copy of that power of attorney or other authority,
must be delivered to the Office of the Company in the PRC at Room 1413, Sinopharm Group
Building, No. 385, East Longhua Road, Huangpu District, Shanghai, 200023, the PRC, not less than
24 hours before the time for holding the EGM or any adjournment thereof in order for such
documents to be valid.

Pursuant to Rule 13.39(4) of the Hong Kong Listing Rules, any vote of Shareholders at a general
meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution
which relates purely to a procedural or administrative matter to be voted on by a show of hands. The
chairman of the meeting will therefore demand a poll for every resolution put to vote at the EGM in
accordance with the Articles of Association. An announcement on the poll vote results will be made
by the Company after the EGM in the manner prescribed under Rule 13.39(5) of the Hong Kong
Listing Rules.

IV. RECOMMENDATION

The Directors consider that all of the aforesaid resolutions are in the interests of the Company and the
Shareholders as a whole, and accordingly, recommend the Shareholders to vote in favor of the
relevant resolutions to be proposed at the EGM.

Yours faithfully,
By Order of the Board
Sinopharm Group Co. Ltd.
Jin Bin
Chairman


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APPENDIX I BIOGRAPHIES OF THE DIRECTOR CANDIDATES
FOR THE SEVENTH SESSION OF THE BOARD


The biographies of the Director candidates for the seventh session of the Board are as follows:

EXECUTIVE DIRECTORS

Mr. Lian Wanyong, aged 55, is currently an executive Director, president and deputy secretary of the Party
Committee of the Company. Mr. Lian holds a master’s degree in medicine from Zhongshan Medical
Sciences University and a master’s degree in business administration from the University of Miami and is an
associate chief pharmacist. Mr. Lian successively served as the deputy director of the financial assets
management department, a director of the investment management department and the deputy director of
policy research office of China National Pharmaceutical Group Co., Ltd. (中國醫藥集團有限公司)
(“CNPGC”). Mr. Lian successively served as a Director, a supervisor and a Director of the Company from
December 2008 to January 2018, and served as a vice president of the Company from January 2018 to
September 2022. Mr. Lian served as a director, the president and the deputy secretary of the Party
Committee of Shanghai Shyndec Pharmaceutical Co., Ltd. (a company listed on the Shanghai Stock
Exchange, stock code: 600420) (“SSPC”) from September 2022 to August 2024. Mr. Lian has been the
President and deputy secretary of the Party Committee of the Company since August 2024 and an executive
Director of the Company since September 2024. Mr. Lian is currently also a director and the general
manager of Sinopharm Industrial Investment Co., Ltd. (國藥產業投資有限公司) (“Sinopharm
Investment”).

Mr. Yang Binghua, aged 46, is currently an executive Director and a deputy secretary of the Party
Committee of the Company. Mr. Yang holds a master’s degree in Public Administration from School of
Government of Peking University. Mr. Yang previously served as the deputy department head of the second
secretarial department of the State-owned Assets Supervision and Administration Commission of State
Council (“SASAC”), a deputy director of the Party Committee for offices directly under SASAC, the deputy
department head and the department head of the communication department of the Party Committee for
offices directly under SASAC, the deputy secretary of the Party Committee of SSPC, and the director of the
work department of the Party Committee (the organization department of the Party Committee and the
communication department of the Party Committee) of CNPGC. In the past three years, Mr. Yang served as
a non-executive director of China Traditional Chinese Medicine Holdings Co. Limited (中國中藥控股有限
公司) (a company listed on the Hong Kong Stock Exchange, stock code: 00570) (“China TCM”) and a
director of Chongqing Taiji Industry (Group) Co., Ltd. (重慶太極實業（集團）股份有限公司) (a company
listed on the Shanghai Stock Exchange, stock code: 600129). Mr. Yang has served as a deputy secretary of
the Party Committee of the Company since October 2025 and an executive Director of the Company since
December 2025.

NON-EXECUTIVE DIRECTORS

Mr. Jin Bin, aged 53, is currently the chairman, a non-executive Director and the secretary of the Party
Committee of the Company. Mr. Jin holds a master’s degree in business administration from Beijing
Jiaotong University. Mr. Jin joined China National Medicines Corporation Ltd. (國藥集團藥業股份有限公
司) (“Sinopharm (CNCM LTD)”) in 2005, and served as the business supervisor of the office of
Sinopharm (CNCM LTD). Mr. Jin joined CNPGC in 2008, successively holding positions including the
deputy director of the administrative department, the deputy director of the office and the director of the
office. Mr. Jin has served as the deputy general manager of CNPGC since November 2022 and has served as


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APPENDIX I BIOGRAPHIES OF THE DIRECTOR CANDIDATES
FOR THE SEVENTH SESSION OF THE BOARD


the general legal counsel and the chief compliance officer of CNPGC since April 2025. Mr. Jin has served
as the secretary of the Party Committee of the Company since November 2025 and the chairman and a non-
executive Director of the Company since December 2025. Mr. Jin is currently also the chairman of
Sinopharm Investment.

Mr. Chen Qiyu, aged 54, is currently a non-executive Director and vice chairman of the Company. He
obtained a bachelor’s degree in genetics from Fudan University in July 1993 and an executive master’s
degree in business administration from China Europe International Business School in September 2005. Mr.
Chen is currently the executive director and joint chief executive officer of Fosun International Limited (復
星國際有限公司) (a company listed on the Hong Kong Stock Exchange, stock code: 00656) (“Fosun
International”). Mr. Chen has joined Fosun Pharma Group (Shanghai Fosun Pharmaceutical (Group) Co.,
Ltd. (上海復星醫藥（集團）股份有限公司) (a company listed on the Hong Kong Stock Exchange and the
Shanghai Stock Exchange, stock codes: 02196 (H shares)/600196 (A shares)) (“Fosun Pharma”) and its
subsidiaries) since 1994, and currently serves as the non-executive director of Fosun Pharma and a non-
executive director of Shanghai Henlius Biotech, Inc. (上海復宏漢霖生物技術股份有限公司) (a company
listed on the Hong Kong Stock Exchange, stock code: 02696) (“Henlius”). Mr. Chen served as the co-
chairman of New Frontier Health Corporation (a company delisted from the NYSE in January 2022) and a
director of Beijing Sanyuan Food Co., Ltd. (a company listed on the Shanghai Stock Exchange, stock code:
600429), and a non-executive director of Gland Pharma Limited (a company listed on Bombay Stock
Exchange and National Stock Exchange of India, stock code: GLAND). Mr. Chen has joined the Company
since January 2003, and served as the chairman of the Supervisory Committee, and is currently a non-
executive Director and vice chairman of the Company and the deputy chairman of Sinopharm Investment.
Mr. Chen is currently the honorary chairman of China Medical Pharmaceutical Material Association, vice
chairman of China Pharmaceutical Innovation and Research Development Association, honorary chairman
and chairman of the supervisory committee of Shanghai Biopharmaceutics Industry Association, the standing
member of the 14th Shanghai Committee of the Chinese People’s Political Consultative Conference and the
chairman of Shanghai Federation of Industry and Commerce Biomedical Chamber.

Mr. Zu Jing, aged 56, is currently a non-executive Director of the Company. Mr. Zu is a holder of
bachelor’s degree in economics and a senior accountant. Mr. Zu previously served as the deputy general
manager of the finance department of China National Service Corporation For Chinese Personnel Working
Abroad, the deputy general manager and the financial director of Zhongfu Jiayuan Trade Co. (中服嘉遠貿易
公司), the general manager of the finance department, the deputy financial director and the financial director
of China Sinopharm International Corporation, the financial director of SSPC, and the director of the
international cooperation department of CNPGC. Mr. Zu has been serving as a full-time external director of
CNPGC since October 2024, and has served as a non-executive director of China TCM since January 2025.
Mr. Zu has been a non-executive Director of the Company since February 2025. Mr. Zu is currently also the
director of Sinopharm Investment.

Mr. Xing Yonggang, aged 49, is currently a non-executive Director of the Company. Mr. Xing is a holder
of doctor’s degree in law, a senior economist and a lawyer. Mr. Xing previously served as a cadre of
Sinopharm (CNCM LTD), the deputy head and the head of the legal department and the supervisor of the
Company, the business supervisor and a senior business supervisor of the office and the legal affairs
department, an assistant to director, the deputy director and the director of the legal affairs department of
CNPGC, the secretary of the discipline inspection commission of China National Biotec Group Co., Ltd., the


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APPENDIX I BIOGRAPHIES OF THE DIRECTOR CANDIDATES
FOR THE SEVENTH SESSION OF THE BOARD


deputy general manager and the general legal counsel of China National Pharmaceutical Investment Co.,
Ltd., and the chairman of the board of supervisors of SSPC. Mr. Xing has served as a full-time external
director of CNPGC since October 2024. Mr. Xing currently serves as a director of SSPC, and has been a
non-executive Director of the Company since February 2025.

Mr. Ma Yue, aged 44, is currently a non-executive Director of the Company. Mr. Ma holds a master’s
degree in science in microbiology from College of Life Sciences, Nankai University and a master’s degree
in management in accounting from Chinese Academy of Fiscal Sciences. He is a professor-level senior
economist and practicing pharmacist. Mr. Ma currently serves as the director of the operation management
department (safety, environmental protection and quality management division) of CNPGC. Mr. Ma joined
CNPGC in October 2009 and has successively held various positions including the senior business
supervisor of the international cooperation department, the assistant to the director of the international
cooperation department, the deputy director of the office, the head of the operation management department
and the director of the office (the office of the Party Committee and the board office) of CNPGC, and Mr.
Ma has concurrently served as a director of Suzhou Capsugel Co., Ltd. (蘇州膠囊有限公司) and a
supervisor of Sino Pharmengin Corporation during the period. Mr. Ma has served as the director of the
operation management department (safety, environmental protection and quality management division) of
CNPGC since May 2025. Mr. Ma has served as a non-executive Director of the Company since December
2025.

Mr. Chen Yuqing, aged 50, is currently a non-executive Director of the Company. Mr. Chen obtained a
bachelor’s degree in engineering from Shanghai University. Mr. Chen joined Fosun Pharma Group in
January 2010 and successively served as an assistant to the president and the general manager of the human
resources department, a vice president, a senior vice president, the co-president, the co-chief executive
officer, a non-executive director and other positions of Fosun Pharma. Mr. Chen has served as an executive
director and the chairman of the board of directors of Fosun Pharma since April 2025 and a non-executive
director of Henlius since August 2025, and holds directorships and management positions in certain
subsidiaries of Fosun Pharma. Mr. Chen served as a vice president of Fosun International from July 2023 to
April 2025 and has served as a senior vice president of Fosun International since April 2025. Mr. Chen has
previously held human resources management positions in various companies, and has substantial experience
in human resources management. Mr. Chen has served as a non-executive Director of the Company since
June 2025.

Mr. Wen Deyong, aged 54, is currently a non-executive Director of the Company. Mr. Wen graduated from
Donghua University and received a master’s degree in business administration in December 2007. Mr. Wen
joined Fosun Pharma Group in May 2002, and is currently the executive director and the vice chairman of
Fosun Pharma. Mr. Wen worked at Chongqing Yaoyou Pharmaceutical Co., Ltd. and Chongqing Healthman
Pharma Co., Ltd. from September 1995 to May 2016. Mr. Wen has served as a non-executive Director of the
Company since September 2017. Mr. Wen is currently also a director of Sinopharm Investment. Mr. Wen
was also a director of Anhui Sunhere Pharmaceutical Excipients Co., Ltd. (a company listed on the
Shenzhen Stock Exchange, stock code: 300452) and Sinopharm (CNCM LTD), a non-executive director of
Henlius and the chairman of the board of supervisors of China National Accord Medicines Corporation Ltd..




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APPENDIX I BIOGRAPHIES OF THE DIRECTOR CANDIDATES
FOR THE SEVENTH SESSION OF THE BOARD


Ms. Li Ying, aged 52, is currently a non-executive Director of the Company. Ms. Li obtained a master’s
degree in agricultural economics and management from the School of Economics and Management of
Northeast Agricultural University in 2000. Ms. Li possesses extensive experience in equity investment
within the pharmaceutical industry, and has served as the director of the Beijing Bureau of China Banking
and Insurance Regulatory Commission, the deputy general manager of the equity business department of
China Huarong Financial Asset Management Co., Ltd., and a member of the party committee and deputy
general manager of Huarong Ruitong Equity Investment Management Co., Ltd.. Ms. Li is currently the
deputy general manager of the first asset management department of China CITIC Financial Asset
Management Co., Ltd.. Ms. Li has served as a non-executive Director of the Company since December
2025.

INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. Li Peiyu, aged 63, is currently an independent non-executive Director of the Company. Mr. Li obtained
a PhD of management in Management Science and Engineering from School of Economics and
Management, Tsinghua University and a Master of Public Administration (MPA) from Harvard
University in June 1998. Mr. Li has worked in the areas of economics, finance and management for
more than 30 years. From July 1987 to September 2000, he held positions in the Development Research
Center of the State Council. From September 2000 to December 2007, Mr. Li successively served as the
deputy director of Henan Provincial Development Planning Committee and the mayor of Hebi City in Henan
Province. From December 2007 to February 2023, Mr. Li successively served as director of alternative
investment department of China Investment Corporation, inspector of the research office of the State
Council, chairman of China Reinsurance (Group) Corporation, and managing director of Beijing Zhongyu
Green Investment Management Co., Ltd., managing director of CASIC Investment Fund Management
(Beijing) Limited Company (航天科工投資基金管理（北京）有限公司), the partner of the Beijing
Qiyuanhouji Investment Management Co., Ltd. (北京啟源厚積投資管理有限公司) and the managing
director of Lotus Lake Venture Capital Management (Beijing) Co., Ltd. (荷塘創業投資管理（北京）有限公
司). Mr. Li has served as an independent non-executive Director of the Company since September 2020.

Mr. Wu Tak Lung, aged 61, is currently an independent non-executive Director of the Company. Mr. Wu
received a bachelor’s degree in Business Administration from the Hong Kong Baptist University and a
master’s degree in business administration jointly from the University of Manchester and the University of
Wales, respectively. In addition, Mr. Wu also obtained certification for the Environmental, Social and
Governance Reporting Certification Course organized by the Hong Kong Chartered Governance Institute.
Mr. Wu currently serves as an independent non-executive director of Kam Hing International Holdings
Limited (a company listed on the Hong Kong Stock Exchange, stock code: 2307), Zhongguancun Science-
Tech Leasing Co., Ltd. (a company listed on the Hong Kong Stock Exchange, stock code: 1601) and Asiaray
Media Group Limited (a company listed on the Hong Kong Stock Exchange, stock code: 1993). In the last
three years, Mr. Wu was an independent non-executive director of Henan Jinma Energy Company Limited.
Mr. Wu previously served as an independent non-executive director of Beijing Media Corporation Limited
(“Beijing Media”). Details in relation to the criticization of the current and retired directors of Beijing
Media by the Hong Kong Stock Exchange are set out in the announcements of the Hong Kong Stock
Exchange and the Company dated 10 February 2022 and 14 February 2022, respectively. Mr. Wu had
worked in Deloitte Touche Tohmatsu, an international accounting firm, for five years. Mr. Wu has served as
an independent non-executive Director of the Company since September 2020. Mr. Wu is currently an


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APPENDIX I BIOGRAPHIES OF THE DIRECTOR CANDIDATES
FOR THE SEVENTH SESSION OF THE BOARD


accounting consultant of the Ministry of Finance of the State Council, a member of Hong Kong Institute of
Certified Public Accountants, a senior fellow member of Hong Kong Securities and Investment Institute and
a fellow member of the Association of Chartered Certified Accountants, the Taxation Institute of Hong
Kong, and The Hong Kong Chartered Governance Institute, a member of the Hospital Governing Committee
and the trustee of the Charitable Trust Fund of Pamela Youde Nethersole Eastern Hospital and a member of
the Audit and Risk Committee of Chinese Medicine Hospital of Hong Kong Baptist University.

Mr. Yu Weifeng, aged 54, is currently an independent non-executive Director of the Company. Mr. Yu is a
lawyer with more than 30 years of working experience as a practicing lawyer. Mr. Yu obtained a bachelor’s
degree in laws from Fudan University in June 1995 and then obtained a master’s degree in business
administration from China Europe International Business School. From July 1995 to December 1998, Mr.
Yu served as a paralegal and lawyer in Shanghai Pu Dong International Law Office (now renamed as
Shanghai Pu Dong Law Office). Mr. Yu has served as a partner in Llinks Law Offices since December
1998, and served as a director thereof from January 2014 to June 2020. Mr. Yu currently serves as an
independent director of Shanghai M& G Stationery Inc. (a company listed on the Shanghai Stock Exchange,
stock code: 603899). Mr. Yu served as an independent director of Shenergy Company Limited and Deppon
Logistics Co., Ltd. and an external director of Shaanxi Jingxiaohe Commerce and Trade Co., Ltd., Jiahua
Chemicals Inc. and Shanghai Life Science & Technology Co., Ltd. Mr. Yu has served as an independent
non-executive Director of the Company since September 2020. Currently, Mr. Yu is also the chairman of
Foreign-related Legal Services Committee of the All China Lawyers Association, president of Shanghai
Arbitration Association, a member of Shanghai Arbitration Commission, and an arbitrator of Shanghai
Arbitration Commission, Shanghai International Economic and Trade Arbitration Commission (Shanghai
International Arbitration Center) and other arbitration institution and a mediator of Shanghai Commercial
Mediation Center.

Mr. Shi Shenghao, aged 58, is currently an independent non-executive Director of the Company. Mr. Shi
graduated from Capital Normal University with a bachelor’s degree and obtained an EMBA degree from
China Europe International Business School. Mr. Shi has more than 30 years of experience in the medical
and health industry. He has served as a senior executive and general manager in Greater China for a number
of multinational medical companies, and has extensive experience in industry operation and mergers and
acquisitions. Mr. Shi is currently the managing partner of Riverhead Capital Investment Management Co.,
Ltd., which is a private equity investment institution funded by insurance capital. Mr. Shi has held senior
executive positions at multinational companies including GE Healthcare, Medtronic, Bayer and Dentsply
Sirona. Mr. Shi has served as the independent non-executive Director of the Company since June 2023.

Mr. Chen Weiru, aged 55, is currently an independent non-executive Director of the Company. Mr. Chen
holds a doctor of philosophy in strategic management from Purdue University in the United States. Mr. Chen
currently serves as a professor of strategy at China Europe International Business School (中歐國際工商學
院). Prior to that, he served as the chief strategy officer of Cainiao Network and the director of Industry
Internet Center of Alibaba Group from July 2017 to July 2020. Mr. Chen currently serves as an independent
non-executive director of Country Garden Services Holdings Company Limited (碧桂園服務控股有限公司)
(a company listed on the Hong Kong Stock Exchange, stock code: 06098), an independent director of Opple
Lighting Co., LTD. (歐普照明股份有限公司) (a company listed on the Shanghai Stock Exchange, stock
code: 603515), and an independent director of Universal Vision Biotechnology Co., Ltd. (大學光學科技股
份有限公司) (a company listed on the Taipei Exchange, stock code: 3218). In the past three years, Mr. Chen


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APPENDIX I BIOGRAPHIES OF THE DIRECTOR CANDIDATES
FOR THE SEVENTH SESSION OF THE BOARD


previously served as an independent director of Jack Technology Co., Ltd. (傑克科技股份有限公司)
(formerly known as Jack Sewing Machine Co., Ltd. (傑克縫紉機股份有限公司), a company listed on the
Shanghai Stock Exchange, stock code: 603337), an independent director of TAL Education Group (好未來
教育集團) (a company listed on the New York Stock Exchange, stock code: TAL), an independent non-
executive director of Vision Deal HK Acquisition Corp. (a special purpose acquisition company listed on the
Hong Kong Stock Exchange, stock code: 07827), an independent director of WPG Holdings Limited (大聯
大控股股份有限公司) (formerly known as 大聯大投資控股股份有限公司, a company listed on the Taiwan
Stock Exchange, stock code: 3702) and an independent director of Dian Diagnostics Group Co., Ltd. (迪安
診斷技術集團股份有限公司) (a company listed on the Shenzhen Stock Exchange, stock code: 300244). Mr.
Chen has served as the independent non-executive Director of the Company since June 2025.

Save as disclosed above, none of the above Director candidates for the seventh session of the Board has any
relationship with any Director, senior management or substantial or controlling Shareholder of the Company,
or have any interest in the shares of the Company within the meaning of Part XV of the Securities and
Futures Ordinance (Chapter 571 of the Laws of Hong Kong). Save as disclosed above, none of the above
Director candidates for the seventh session of the Board held any other position in the Company or any of
its subsidiaries, or any directorship in other listed companies in the last three years.

Save as disclosed above, the Company is not aware of any other matter that needs to be brought to the
attention of the Shareholders or any information in relation to the re-election of the above Director
candidates for the seventh session of the Board that needs to be disclosed pursuant to the requirements of
Rules 13.51(2)(h) to (v) of the Hong Kong Listing Rules.




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NOTICE OF EGM




SINOPHARM GROUP CO. LTD.*
(A joint stock limited company incorporated in the People’s Republic of China with limited liability
and carrying on business in Hong Kong as )
(Stock Code: 01099)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of Sinopharm Group
Co. Ltd. (the “Company”) will be held at 9:00 a.m. on Tuesday, 15 September 2026 at Meeting Room 1401,
Sinopharm Group Building, No. 385, East Longhua Road, Huangpu District, Shanghai, the People’s
Republic of China (the “PRC”), for the purpose of considering, and if thought fit, passing the following
resolutions:

ORDINARY RESOLUTIONS

1. To consider and approve (if thought fit) the re-election of Mr. Lian Wanyong as an executive Director
of the seventh session of the board of the Company (the “Board”), and to authorize the Board to
determine his remuneration and to authorize the chairman of the Board (the “Chairman”) or any
executive Director of the Company to enter into the service contract or such other documents or
supplemental agreements or deeds with him.

2. To consider and approve (if thought fit) the re-election of Mr. Yang Binghua as an executive Director
of the seventh session of the Board, and to authorize the Board to determine his remuneration and to
authorize the Chairman or any executive Director of the Company to enter into the service contract or
such other documents or supplemental agreements or deeds with him.

3. To consider and approve (if thought fit) the re-election of Mr. Jin Bin as a non-executive Director of
the seventh session of the Board, and to authorize the Board to determine his remuneration and to
authorize the Chairman or any executive Director of the Company to enter into the service contract or
such other documents or supplemental agreements or deeds with him.

4. To consider and approve (if thought fit) the re-election of Mr. Chen Qiyu as a non-executive Director
of the seventh session of the Board, and to authorize the Board to determine his remuneration and to
authorize the Chairman or any executive Director of the Company to enter into the service contract or
such other documents or supplemental agreements or deeds with him.




* The Company is registered as a non-Hong Kong company under the Hong Kong Companies Ordinance under its
Chinese name and the English name “Sinopharm Group Co. Ltd.”.


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NOTICE OF EGM


5. To consider and approve (if thought fit) the re-election of Mr. Zu Jing as a non-executive Director of
the seventh session of the Board, and to authorize the Board to determine his remuneration and to
authorize the Chairman or any executive Director of the Company to enter into the service contract or
such other documents or supplemental agreements or deeds with him.

6. To consider and approve (if thought fit) the re-election of Mr. Xing Yonggang as a non-executive
Director of the seventh session of the Board, and to authorize the Board to determine his
remuneration and to authorize the Chairman or any executive Director of the Company to enter into
the service contract or such other documents or supplemental agreements or deeds with him.

7. To consider and approve (if thought fit) the re-election of Mr. Ma Yue as a non-executive Director of
the seventh session of the Board, and to authorize the Board to determine his remuneration and to
authorize the Chairman or any executive Director of the Company to enter into the service contract or
such other documents or supplemental agreements or deeds with him.

8. To consider and approve (if thought fit) the re-election of Mr. Chen Yuqing as a non-executive
Director of the seventh session of the Board, and to authorize the Board to determine his
remuneration and to authorize the Chairman or any executive Director of the Company to enter into
the service contract or such other documents or supplemental agreements or deeds with him.

9. To consider and approve (if thought fit) the re-election of Mr. Wen Deyong as a non-executive
Director of the seventh session of the Board, and to authorize the Board to determine his
remuneration and to authorize the Chairman or any executive Director of the Company to enter into
the service contract or such other documents or supplemental agreements or deeds with him.

10. To consider and approve (if thought fit) the re-election of Ms. Li Ying as a non-executive Director of
the seventh session of the Board, and to authorize the Board to determine her remuneration and to
authorize the Chairman or any executive Director of the Company to enter into the service contract or
such other documents or supplemental agreements or deeds with her.

11. To consider and approve (if thought fit) the re-election of Mr. Li Peiyu as an independent non-
executive Director of the seventh session of the Board, and to authorize the Board to determine his
remuneration and to authorize the Chairman or any executive Director of the Company to enter into
the service contract or such other documents or supplemental agreements or deeds with him.

12. To consider and approve (if thought fit) the re-election of Mr. Wu Tak Lung as an independent non-
executive Director of the seventh session of the Board, and to authorize the Board to determine his
remuneration and to authorize the Chairman or any executive Director of the Company to enter into
the service contract or such other documents or supplemental agreements or deeds with him.

13. To consider and approve (if thought fit) the re-election of Mr. Yu Weifeng as an independent non-
executive Director of the seventh session of the Board, and to authorize the Board to determine his
remuneration and to authorize the Chairman or any executive Director of the Company to enter into
the service contract or such other documents or supplemental agreements or deeds with him.




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NOTICE OF EGM


14. To consider and approve (if thought fit) the re-election of Mr. Shi Shenghao as an independent non-
executive Director of the seventh session of the Board, and to authorize the Board to determine his
remuneration and to authorize the Chairman or any executive Director of the Company to enter into
the service contract or such other documents or supplemental agreements or deeds with him.

15. To consider and approve (if thought fit) the re-election of Mr. Chen Weiru as an independent non-
executive Director of the seventh session of the Board, and to authorize the Board to determine his
remuneration and to authorize the Chairman or any executive Director of the Company to enter into
the service contract or such other documents or supplemental agreements or deeds with him.

By Order of the Board
Sinopharm Group Co. Ltd.
Jin Bin
Chairman

Shanghai, the PRC
31 August 2026

As at the date of this notice, the executive Directors of the Company are Mr. Lian Wanyong and Mr. Yang
Binghua; the non-executive Directors of the Company are Mr. Jin Bin, Mr. Chen Qiyu, Mr. Zu Jing, Mr.
Xing Yonggang, Mr. Ma Yue, Mr. Chen Yuqing, Mr. Wen Deyong and Ms. Li Ying; and the independent
non-executive Directors of the Company are Mr. Li Peiyu, Mr. Wu Tak Lung, Mr. Yu Weifeng, Mr. Shi
Shenghao and Mr. Chen Weiru.

Notes:

1. In accordance with the Articles of Association, for the purpose of holding the EGM, the register of members of the
Company will be closed from Thursday, 10 September 2026 to Tuesday, 15 September 2026 (both days inclusive),
during which no transfer of Shares of the Company can be registered.

In order to be qualified to attend and vote at the EGM, for holders of H Shares, all transfer documents accompanied by
the relevant share certificates must be lodged with the H Shares registrar of the Company, Computershare Hong Kong
Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong
Kong as soon as practicable, and in any event no later than 4:30 p.m. on Wednesday, 9 September 2026.

Shareholders whose names appear on the register of members on Thursday, 10 September 2026 are entitled to attend
and vote at the EGM.

2. Shareholders who are entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote on
their behalves. A proxy need not be a Shareholder of the Company.

3. The instrument appointing a proxy must be in writing under the hand of a Shareholder or his attorney duly authorised in
writing. If the Shareholder is a legal person, that instrument must be executed either under its seal or under the hand of
its director or other attorney duly authorised to sign the same.

4. In order to be valid, the proxy form must be deposited, for the holders of H Shares, to the H Shares registrar of the
Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road
East, Wanchai, Hong Kong, or for the holders of Domestic Shares, to the office of the Company in the PRC not less
than 24 hours before the time appointed for holding the EGM or any adjourned thereof. If the proxy form is signed by a
person under a power of attorney or other authority, a notarially certified copy of that power of attorney or other



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NOTICE OF EGM

authority shall be deposited at the same place as mentioned in the proxy form. Completion and return of the proxy form
will not preclude Shareholders from attending and voting in person at the EGM or any adjourned meetings should you
so wish.

5. Individual Shareholders shall produce their identity documents and supporting documents in respect of the shares of the
Company held when attending the EGM. If corporate Shareholders appoint authorised representative to attend the
EGM, the authorised representative shall produce his/her identity documents and a notarially certified copy of the
relevant authorisation instrument signed by the board of directors or other authorised parties of the corporate
Shareholders or other notarially certified documents allowed by the Company. Proxies shall produce their identity
documents and the proxy form signed by the Shareholders or their attorney when attending the EGM.

6. The EGM is expected to take less than half a day. Shareholders attending the EGM shall be responsible for their own
travel and accommodation expenses.

7. Contact details of the office of the Company in the PRC are as follows:

Address: Room 1413, Sinopharm Group Building, No. 385, East Longhua Road, Huangpu District, Shanghai, 200023,
the PRC
Telephone No.: (86 21) 2305 2147
Fax No.: (86 21) 2305 2146




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