国药控股与控股股东旗下国药数字科技订立三年期IT服务框架协议，持续关连交易年度上限最高1.66亿元，体量微小

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(A joint stock limited company incorporated in the People’s Republic of China with limited liability and
carrying on business in Hong Kong as 國控股份有限公司 )
(Stock Code: 01099)

ANNOUNCEMENT
CONTINUING CONNECTED TRANSACTIONS: 2026 INFORMATION TECHNOLOGY SERVICES
FRAMEWORK AGREEMENT


The Board hereby announces that, in consideration of the Group’s business development needs and the
strategic planning for digital transformation, the Company and Sinopharm Digital Technology entered
into the 2026 Information Technology Services Framework Agreement on 27 October 2026. The term of
the 2026 Information Technology Services Framework Agreement shall be three years from 27 October
2026 to 26 October 2029.

CNPGC is the ultimate controlling shareholder of the Company, therefore, CNPGC and its subsidiar y,
Sinopharm Digital Technology, are connected persons of the Company under the Hong Kong Listing
Rules. The 2026 Information Technology Services Framework Agreement and the transactions contemplated
thereunder constitute continuing connected transactions of the Company pursuant to Chapter 14A of the
Hong Kong Listing Rules.

As one or more of the applicable percentage ratios in respect of the proposed annual caps for the continuing
connected transactions contemplated under the 2026 Information Technology Services Framework
Agreement exceed 0.1% but are less than 5%, such transactions are only subject to the reporting,
announcement and annual review requirements, but are exempt from the independent shareholders’ approval
requirement under Chapter 14A of the Hong Kong Listing Rules.




* 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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I. BACKGROUND

The Board hereby announces that, in consideration of the Group’s business development needs and
the strategic planning for digital transformation, the Company and Sinopharm Digital Technology
entered into the 2026 Information Technology Services Framework Agreement on 27 October 2026.
The term of the 2026 Information Technology Services Framework Agreement shall be three years
from 27 October 2026 to 26 October 2029.

II. 2026 INFORMATION TECHNOLOGY SERVICES FRAMEWORK AGREEMENT

In consideration of the Group’s business development needs and the strategic planning for digital
transformation, the Company and Sinopharm Digital Technology entered into the 2026 Information
Technology Services Framework Agreement on 27 October 2026 for a term of three years from 27
October 2026 to 26 October 2029.

1. 2026 Information Technology Services Framework Agreement

Details of the 2026 Information Technology Services Framework Agreement are as follows:

Date: 27 October 2026

Parties: (i) the Company
(ii) Sinopharm Digital Technology

Term of the Agreement: The term will be three years from 27 October 2026 to 26
October 2029. Upon its expiry, the agreement may, subject to
compliance with the relevant laws and regulations and the Hong
Kong Listing Rules, be extended or renewed with the consent of
the parties.

Nature of the Transactions: Pursuant to the 2026 Information Technology Services
Framework Agreement, the Group has agreed to procure cloud-
network infrastructure and model computing power services,
and other types of information technology services (including
but not limited to technical services, technical development,
technical consulting, technical transfer, technical promotion,
software development, information consulting services,
information system integration services, big data services and
business training) from Sinopharm Digital Technology, and
Sinopharm Digital Technology has agreed to provide such
services to the Group.

Principle of the Transactions: The transactions under the 2026 Information Technology
Services Framework Agreement shall follow the principle of
fairness, and the terms and conditions of the transactions,
including but not limited to the price, shall be conducted on
normal commercial terms or better and the quality and
conditions of the same or similar services and products shall be
no less favourable than those sold or offered by independent
third parties to the Group or by Sinopharm Digital
Technology to other members of CNPGC.

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The 2026 Information Technology Services Framework
Agreement is non-exclusive, and the Group is entitled to
procure such services and products from any other third parties.

The Group may, from time to time, enter into specific
agreements with Sinopharm Digital Technology to specify
the details such as product requirements, scope of services,
delivery term, transaction amount and other specifications,
provided that the principles and terms in the 2026 Information
Technology Services Framework Agreement must be followed.

Pricing Policy: The prices at which the Group procures the relevant
services and products from Sinopharm Digital Technology
under the 2026 Information Technology Services
Framework Agreement are determined solely on the basis
of the corresponding costs of Sinopharm Digital
Technology, with primary reference given to the total costs
and associated labour costs incurred by Sinopharm Digital
Technology in supplying the relevant services and
products, including the amortization of hardware and
software, technical upgrades and associated operation and
maintenance, etc. The Company has also taken into
account current market prices for the procurement of
similar services and products, and selected the publicly
available market quotations for similar services or
products provided by (i) public cloud platforms operated
by no less than three central state-owned enterprise (SOE)
operators (all of which are independent third parties) and
(ii) private cloud platforms built and operated by no less
than three digital technology subsidiaries of central SOE
groups (all of which are independent third parties) as a
reference. The aforementioned pricing criteria were
determined by the parties through arm’s length negotiation
and have been subject to the completion of each party’s
respective internal review and approval procedures.

2. Annual Caps

Historical figures

Historical transaction amounts between the Group and Sinopharm Digital Technology in respect of the
procurement of cloud-network infrastructure and model computing power services, and other types of
information technology services are as follows:




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Year ended 31 Year ended 31 Nine months ended 30
December 2024 December 2025 September 2026

(RMB million) (RMB million) (RMB million)
Amounts paid by the
Group to Sinopharm
Digital Technology in
respect of the
procurement of cloud-
network infrastructure 5.4 24.5 11.9
and model computing
power services, and
other types of
information technology
services


Proposed annual caps for the period ending 26 October 2029

The Directors propose the annual caps for the continuing connected transactions contemplated
under the 2026 Information Technology Services Framework Agreement for the period ending 26
October 2029 to be as follows:

Period from 27 Year ending 31 Year ending Period from 1
October 2026 to December 31 December January 2029 to
31 December 2026 2027 2028 26 October 2029
(RMB million) (RMB million) (RMB million) (RMB million)
Proposed annual
caps for the 2026
Information
Technology 74 129 166 173
Services
Framework
Agreement

Basis of determination of the annual caps

The above-mentioned proposed annual caps for continuing connected transactions contemplated under the
2026 Information Technology Services Framework Agreement are determined after taking into account the
following factors:

(i) in accordance with the Company’s digital construction plan for the 15th Five-Year Plan period, the
principal transactions between the Group and Sinopharm Digital Technology cover cloud-network
infrastructure, model computing power services, system construction and implementation services, and
services related to industrial digitalization. The period ending 26 October 2029 represents a phase of
rapid advancement in the Company’s digital transformation construction and integrated operations. It is
anticipated that the Group’s demand for the aforementioned information technology services will
increase significantly;


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(ii) the amount of connected transactions that have already taken place between the Group and Sinopharm
Digital Technology during the two years of 2024 and 2025 amounted to approximately RMB29.9
million in aggregate, and the amount of connected transactions that have already taken place for the nine
months ended 30 September 2026 amounted to approximately RMB11.9 million. Based on the
implementation plan for the Group’s digital transformation construction planning and the status of
proposed projects, the Group estimates that the transaction amounts for the procurement of information
technology services from Sinopharm Digital Technology for the period ending 31 December 2026, the
year ending 31 December 2027, the year ending 31 December 2028 and the period from 1 January 2029
to 26 October 2029 will be approximately RMB67.1 million, RMB117.1 million, RMB150.6 million
and RMB157.6 million, respectively, amounting to approximately RMB492 million in aggregate during
the term of the agreement. The business types covered by the above estimated transaction amounts
mainly include (a) cloud-network infrastructure and model computing power services (including
infrastructure and AI computing power, etc.), which are expected to account for over 90% of the total
transaction amount during the term of the agreement; and (b) other information technology services
(mainly the application of systems centrally developed by CNPGC). The estimated transaction amounts
represent a significant increase compared with the historical transaction amounts, mainly because the
Group will focus on advancing the construction of projects relating to digital infrastructure and
computing power during the term of the agreement. In particular, the estimated transaction amounts for
2028 and 2029 are expected to increase further, mainly because the Group expects to further expand the
deployment of computing power resources and advance the construction of patient services, business-
finance integration, financial shared services and other projects during such period, and the demand for
the relevant cloud-network infrastructure and model computing power services will continue to grow;
and

(iii) taking into account current market price dynamics and development trends for cloud-network
infrastructure and model computing power services, a 10% buffer has been added to the estimated
transaction amount for each of the above periods to accommodate any unexpected growth in the
aforementioned transaction amounts during the term of the 2026 Information Technology Services
Framework Agreement, and the proposed annual caps above were arrived at after rounding.

3. Reasons for and Benefits of Entering into the 2026 Information Technology Services Framework
Agreement

Sinopharm Digital Technology is a technology enterprise under CNPGC specializing in the
digitalization of the pharmaceutical and healthcare industries. It possesses extensive experience and
professional technical capabilities in cloud-network infrastructure, model computing power services,
system construction and implementation services, and services related to industrial digitalization. In
accordance with the Company’s digital construction plan for the 15th Five-Year Plan period, the
Group’s principal transactions with Sinopharm Digital Technology cover cloud-network infrastructure,
model computing power services, system construction and implementation services, and services related
to industrial digitalization. As an information technology service provider within the CNPGC system,
Sinopharm Digital Technology understands and is familiar with the Group’s business and operational
requirements, and can provide the Group with stable, efficient and tailored information technology
services, thereby helping promote the Group’s digital transformation and integrated development. In
view of the high sensitivity and security requirements of pharmaceutical distribution data, the Group
selected Sinopharm Digital Technology to provide basic information technology services to the Group,
which helps ensure the security of the Group’s data and the controllability of its information systems.

To the best of the Directors’ knowledge, Sinopharm Digital Technology has established stringent
internal control measures to ensure effective risk management and compliance with relevant laws and
regulations of the PRC. Meanwhile, the Group will also adopt reasonable internal control procedures
and corporate governance measures in utilizing the products and/or services provided by Sinopharm

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Digital Technology to the Group.

III. MEASURES OF INTERNAL CONTROL

In respect of the continuing connected transactions contemplated under the 2026 Information Technology
Services Framework Agreement, the Company has adopted and will continue to strengthen the following
internal control policies:

(i) the digital management department of the Group shall regularly review the pricing of the
transactions under the 2026 Information Technology Services Framework Agreement, so as to
ensure that such transactions are conducted in accordance with the pricing terms thereof;

(ii) the departments of the Group responsible for the execution of connected transactions will
generally, under comparable conditions, compare the terms and conditions of the specific
agreements with those offered by at least two comparable independent third parties through price
inquiry or comparison prior to the entering into of the specific agreements, so as to ensure that the
pricing policies of the relevant products or services offered by Sinopharm Digital Technology to
the Group under the same or similar business model are fair and reasonable;

(iii) the Group shall regularly monitor the transaction amounts under the 2026 Information Technology
Services Framework Agreement. When the transaction amounts reach 70% of the annual cap for
the current year, or are expected to potentially exceed the annual cap as set, the relevant functional
departments of the Group shall promptly report and respond in accordance with the Group’s
regulatory policy on continuing connected transactions, so as to ensure that the Company complies
with all applicable requirements under the Hong Kong Listing Rules for revising the relevant
annual caps; and

(iv) the legal and compliance department of the Group shall review the terms of the 2026 Information
Technology Services Framework Agreement and, in case of any proposed change to the major
terms of the transactions, ensure that the Company complies with all applicable requirements
under the Hong Kong Listing Rules, including but not limited to publishing an announcement.


The Directors consider that such internal policies and procedures can ensure the continuing
connected transactions contemplated under the 2026 Information Technology Services Framework
Agreement will be conducted on normal commercial terms, are fair and reasonable, and are carried
out pursuant to the terms of such agreement.

In addition, the independent non-executive Directors of the Company will review the continuing
connected transactions contemplated under the 2026 Information Technology Services Framework
Agreement on an ongoing basis to ensure that such agreement is entered into on normal commercial
terms, is fair and reasonable, and is carried out pursuant to the terms of such agreement.

The auditors of the Company will also conduct an annual review on the pricing terms and annual caps of
such continuing connected transactions. When conducting the annual review, the Company will provide the
auditors with all required data and information of the continuing connected transactions. The Company and
its subsidiaries will also promptly cooperate with the auditors for inspection and verification and provide the
relevant implementation agreements for the auditors to review whether such implementation agreements
comply with the terms of the framework agreement in material respects. The finance and treasury department
of the Company will also maintain close communication with the auditors to answer relevant questions raised
by the auditors in course of the annual review in a timely manner.


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IV. DIRECTORS’ INTERESTS IN THE TRANSACTIONS AND THEIR OPINIONS

The Directors (including the independent non-executive Directors, but excluding the Directors who
shall abstain from voting on the relevant resolution) are of the view that the 2026 Information
Technology Services Framework Agreement was entered into in the ordinary and usual course of
business of the Group and on normal commercial terms, and the terms and conditions therein as well
as the proposed annual caps for such transaction are fair and reasonable and in the interests of the
Company and its shareholders as a whole.

Mr. Jin Bin, Mr. Zu Jing, Mr. Xing Yonggang and Mr. Ma Yue hold management, full-time external
director or other positions in CNPGC. Therefore, they are deemed to have material interests in the
transactions contemplated under the 2026 Information Technology Services Framework Agreement, and
thus have abstained from voting on the relevant resolution at the Board meeting. Save as mentioned
above, none of the other Directors has a material interest in such transactions and is required to
abstain from voting on the relevant resolution at the Board meeting.

V. HONG KONG LISTING RULES IMPLICATIONS

CNPGC is the ultimate controlling shareholder of the Company, therefore, CNPGC and its
subsidiary, Sinopharm Digital Technology, are connected persons of the Company under the Hong
Kong Listing Rules. The 2026 Information Technology Services Framework Agreement and the
transactions contemplated thereunder constitute continuing connected transactions of the Company
pursuant to Chapter 14A of the Hong Kong Listing Rules.

As one or more of the applicable percentage ratios in respect of the proposed annual caps for the
continuing connected transactions contemplated under the 2026 Information Technology Serv ices
Framework Agreement exceed 0.1% but are less than 5%, such transactions are only subject to the
reporting, announcement and annual review requirements, but are exempt from the independent
shareholders’ approval requirement under Chapter 14A of the Hong Kong Listing Rules.

VI. GENERAL INFORMATION OF THE PARTIES

The Company

The Company is principally engaged in the distribution of pharmaceutical products, medical devices and
health products, operation of retail pharmacies and production and sale of chemical reagents.

Sinopharm Digital Technology

Sinopharm Digital Technology is a company established on 18 December 2023 under the laws of the PRC
with limited liability and is a wholly-owned subsidiary of CNPGC with the registered capital of RMB80
million. Sinopharm Digital Technology is principally engaged in cloud-network infrastructure and model
computing power services, and other types of information technology services (including but not limited to
technical services, technical development, technical consulting, technical transfer, technical promotion,
software development, information consulting services, information system integration services, big data
services and business training).




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VII. DEFINITIONS

In this announcement, unless the context otherwise requires, the following words and expressions shall have the
meanings ascribed to them below:

“2026 Information Technology the information technology services framework agreement
Services Framework Agreement” entered into between the Company and Sinopharm Digital
Technology on 27 October 2026 in relation to the provision of
cloud-network infrastructure and model computing power
services, and other types of information technology services by
Sinopharm Digital Technology to the Group

“applicable percentage ratio(s)” has the meaning ascribed to it under the Hong Kong Listing Rules

“Board” the board of directors of the Company

“CNPGC” China National Pharmaceutical Group Corporation (中國醫藥集團有

限公司), a state wholly-owned enterprise incorporated in the PRC and
the ultimate controlling shareholder 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


“Group” the Company and its subsidiaries or (where the context requires) any
of them

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

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

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


“PRC” the People’s Republic of China, which for the purpose of this
announcement only (unless otherwise indicated) excludes Hong Kong,
the Macau Special Administrative Region of the PRC and Taiwan
Province

“RMB” Renminbi, the lawful currency of the PRC

“Shareholders” the shareholders of the Company



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“Sinopharm Digital Technology” Sinopharm Digital Technology (Beijing) Co., Ltd. (國藥數字科技(北
京)有限公司), a company incorporated under the laws of the PRC
with limited liability


By order of the Board
Sinopharm Group Co. Ltd.
Jin Bin
Chairman
Shanghai, the PRC
27 October 2026

As at the date of this announcement, the executive Directors are Mr. Lian Wanyong and Mr. Yang Binghua; the
non-executive Directors 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 are Mr. Li Peiyu, Mr. Wu
Tak Lung, Mr. Yu Weifeng, Mr. Shi Shenghao and Mr. Chen Weiru.




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