/FOSUN PHARMA - Guoco Law Firm (Shanghai) Legal Opinion on the 2025 Annual Shareholders' Meeting of Shanghai Fosun Pharmaceutical (Group) Co., Ltd., the 2026 Second A Shareholders' Class Meeting and the 2026 Second H Shareholders' Class Meeting
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FOSUN PHARMA - Guoco Law Firm (Shanghai) Legal Opinion on the 2025 Annual Shareholders' Meeting of Shanghai Fosun Pharmaceutical (Group) Co., Ltd., the 2026 Second A Shareholders' Class Meeting and the 2026 Second H Shareholders' Class Meeting

HKEXnews
2026/06/16[Overseas Regulatory Announcement - Other]

FOSUN PHARMA - An announcement has just been published by the issuer in the Chinese section of this website, a corresponding version of which may or may not be published in this section

make any statement and expressly disclaim any liability for any damages whatsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

assumes no responsibility for any failure.

Shanghai Fosun Pharmaceutical (Group) Co., Ltd.

Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* (a joint stock limited company incorporated in the People's Republic of China)

(Stock code: 02196)

Overseas regulatory announcement

This announcement is made in accordance with Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

This is to set forth the "Guoco

Lawyer (Shanghai) Firm regarding Shanghai Fosun Pharmaceutical (Group) Co., Ltd.’s 2025 Annual Shareholders’ Meeting, 2026 Second Annual Meeting Legal Opinions on the Second A Shareholders Class Meeting and the Second H Shareholders Class Meeting in 2026" are for reference only.

By order of the board of directors Shanghai Fosun Pharmaceutical (Group) Co., Ltd.

Chairman Chen Yuqing

China, Shanghai June 16, 2026

As at the date of this announcement, the executive directors of the Company are Mr. Chen Yuqing, Ms. Guan Xiaohui, Mr. Wen Deyong, Mr. Wang Kexin and Mr. Liu Yi; the Company The non-executive directors of the company are Mr. Chen Qiyu and Mr. Pan Donghui; the independent non-executive directors of the company are Mr. Yu Zishan, Mr. Wang Quandi, and Mr. Chen

Mr. Penghui and Mr. Yang Yucheng; and the employee director of the Company is Ms. Yan Jia.

*For identification only

Guoco Law Firm (Shanghai) Legal Opinion

Guoco Law Firm (Shanghai)

About Shanghai Fosun Pharmaceutical (Group) Co., Ltd.

2025 Annual Shareholders Meeting,

Second A Shareholders Class Meeting in 2026

and the legal opinion for the second H share class meeting in 2026

To: Shanghai Shanghai Haifuxing Medical and Pharmaceutical ((Group)) Co., Ltd.

Grandall Law Firm (Shanghai) (hereinafter referred to as "the Firm"), accepted Shanghai Fosun Pharmaceutical (Group)

Co., Ltd. (hereinafter referred to as the "Company"), appointed our lawyers to attend the company's 2025 annual stock meeting

shareholders’ meeting (hereinafter referred to as the “annual shareholders’ meeting”) and the second A-share class meeting in 2026 (hereinafter referred to as the “annual shareholders’ meeting”).

(referred to as "this A Shareholders Class Meeting") and the second H Shareholders Class Meeting in 2026 (hereinafter referred to as

"This H Shareholders Class Meeting", and "This Annual Shareholders' Meeting", "This A Shareholders Class Meeting" collectively referred to as the "Shareholders' Meeting"), and in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law")

Law"), "Securities Law of the People's Republic of China" (hereinafter referred to as the "Securities Law"), "Listed Company Shares

"Rules of the Shareholders' Meeting" (hereinafter referred to as ""Rules of the Shareholders' Meeting") and "Shanghai Fosun Pharma (Group) Co., Ltd.

限公司章程》(以下简称"《公司章程》")的规定出具本法律意见书。

Our firm relies on the facts that have occurred or existed before the date of issuance of this legal opinion and the current laws and regulations of China. Issue legal opinions on regulations and normative documents.

The Exchange agrees to use this legal opinion as a statutory document for the company’s announcement of this shareholders’ meeting, along with the company’s other

The announcement will be submitted to the Shanghai Stock Exchange for review and announcement.

In this legal opinion, our lawyers only discuss the convening and convening procedures of this shareholders’ meeting, and attendance at the meeting.

Whether the qualifications of personnel, the qualifications of the convener, the voting procedures of the meeting and the voting results are in compliance with the Company Law and the Certificate The Securities Law, the Rules of Shareholders’ Meetings and the Articles of Association shall not express opinions on the provisions of this shareholders’ meeting.

The content of the proposals under consideration and the authenticity, accuracy and completeness of the facts or data expressed in these proposals

Have an opinion. Our lawyers assume that the documents and information provided by the company related to this shareholder meeting (including but not

(limited to relevant personnel’s identity certificates, stock account cards, power of attorney, business licenses, etc.) are true and complete

The signatures and/or seals on such documents and materials are all authentic, and legal opinions will be issued accordingly.

Guoco Law Firm (Shanghai) Legal Opinion

Our lawyers act in accordance with the recognized business standards, ethics and diligence of the legal industry.

The following opinions were issued on relevant legal issues at this shareholders’ meeting:

  1. Procedures for convening and convening this second shareholder meeting

Regarding the company’s convening of this shareholders’ meeting, the board of directors has announced in the China Securities Journal on May 12, 2026

"Shanghai Securities News", "Securities Times" and the Shanghai Stock Exchange website will notify shareholders by way of announcement. Public

The company also in accordance with the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, provides information to shareholders of the company’s H shares.

Notice regarding the convening of this shareholders' meeting was issued. The above-mentioned announcement issued by the company stated the time, place and matters to be considered at the meeting, and explained the shareholders'

Have the right to attend, and can entrust a proxy to attend and exercise voting rights, and have the right to attend the equity registration date of shareholders, and

Registration methods for shareholders attending meetings and other matters.

According to the above announcement and the meeting information released by the company on the same day, the company’s board of directors has listed in the aforementioned document

clearly stated the matters discussed at this shareholders’ meeting and fully disclosed the contents of the proposals in accordance with relevant regulations. The company’s shareholders’ meeting will be held at 13:30 on June 16, 2026 at No. 358 Hongxu Road, Shanghai

The meeting was held at Haitian Xijiafu Puti Hotel. The time and place of the meeting were in compliance with the notice.

The company provides an online voting platform to A-share shareholders through the Shanghai Stock Exchange online voting system.

Among them: the voting time through the trading system voting platform is the trading time period on the day of the shareholders’ meeting,

That is, 9:15-9:25, 9:30-11:30, 13:00-15:00; the voting time through the Internet voting platform is this time 9:15-15:00 on the day of the shareholders' meeting.

Our lawyers believe that the convening and convening procedures of this shareholders’ meeting comply with laws, administrative regulations and the “Shareholders’ Meeting”.

"Rules of Association" and "Articles of Association".

  1. The legal validity of the qualifications of the persons attending this shareholders’ meeting and the qualifications of the convener

  2. Shareholders and authorized agents attending this shareholders’ meeting

According to the shareholder's shareholding certificate, shareholder identity certificate and shareholder's power of attorney submitted by the shareholders attending the meeting Other relevant information and statistical confirmation of online voting:

A total of 1,467 shareholders and proxies participated in this annual shareholders' meeting, representing the company with voting rights.

The number of shares is 1,095,005,536 shares, approximately accounting for the total voting shares of the company as of the equity registration date of the meeting.

41.4845% of the number.

A total of 1,465 shareholders and proxies participated in this A-share class meeting, voting on behalf of the company.

Guoco Law Firm (Shanghai) Legal Opinion

The number of shares with voting rights is 957,525,886 shares, accounting for approximately 957,525,886 A shares of the company with voting rights as of the equity registration date of the meeting.

45.6273% of the total.

A total of 1 shareholder and proxy participated in this H-share class meeting, representing the company with voting rights.

The number of shares is 137,360,141 shares, accounting for approximately the total number of H shares with voting rights of the company as of the equity registration date of the meeting. 25.3914% of the number.

After verification, the A-share shareholders who participated in the on-site voting at this annual shareholders’ meeting and this A-share class meeting

The qualifications to appoint agents to participate in the meeting are legal and valid; to participate in this annual shareholders’ meeting and this H-share class

The qualifications of H-share shareholders and proxies for on-site voting at the shareholders’ meeting shall be determined by the secretariat of this shareholders’ meeting based on the

The H-share shareholder register and power of attorney and other documents verified by the H-share share registrar shall be recognized. via shanghai Qualifications of A-share shareholders for voting in the stock exchange's online voting system, provided by the online voting system provider

Verify their identity.

  1. Personnel attending this shareholders’ meeting

Company directors, board secretaries, other senior managers and lawyers hired by the company, etc.

  1. The convener of this shareholders’ meeting The convener of this shareholders' meeting is the company's board of directors.

In summary, our lawyers believe that the qualifications of the persons attending this shareholders’ meeting and the qualifications of the convener are legal and valid.

Effective.

  1. Voting procedures and voting results of this shareholder meeting

  2. This annual shareholders’ meeting

There are no new temporary proposals at the company's annual shareholders' meeting, and the proposals listed in the meeting notice will be discussed one by one. Reviewed.

The company's annual shareholders' meeting adopts a voting method that combines on-site voting and online voting. this year

After the voting at the shareholders' meeting, the company combined the results of on-site voting and online voting. vote

The results show that the resolutions reviewed at this annual shareholders' meeting have been effectively passed.

The number of votes approved at this annual shareholders’ meeting complies with the provisions of the Articles of Association, and its voting procedures The procedures and voting results comply with relevant laws, regulations and the Articles of Association.

Guoco Law Firm (Shanghai) Legal Opinion

  1. This A-share class meeting

There are no new temporary proposals at this A Share Class Meeting of the Company, and the matters that need to be submitted as set out in the meeting notice are

The proposals submitted to the A Shareholders Class Meeting for consideration were reviewed one by one.

The company’s A-share class shareholders’ meeting will adopt a voting method that combines on-site voting and online voting. Ben After the voting at the A-share class meeting, the company combined statistics of on-site voting and online voting.

vote results. The voting results show that the resolutions reviewed at this A-share class meeting have been effectively passed.

The voting procedures and voting results of this A-share class meeting are in compliance with relevant laws and regulations and the Articles of Association of the Company.

"Procedure".

  1. This H Share Class Meeting There are no new temporary proposals at this H Shareholders Class Meeting of the Company, and the matters that need to be submitted as set out in the meeting notice are

The proposals submitted to the H Shareholders Class Meeting for consideration were reviewed one by one.

The company’s H share class shareholders’ meeting will be conducted by on-site voting. This H Shareholders Class Meeting

After the voting ended, the company tallied the results of the on-site voting. The voting results show that this H-share class

The resolutions reviewed by the shareholders' meeting have been effectively passed. The number of votes passed at the H-share class meeting was in compliance with the provisions of the Articles of Association.

The voting procedures and voting results comply with relevant laws, regulations and the Articles of Association.

  1. Conclusion and comments

To sum up, our lawyers believe that the convening and convening procedures of this shareholders’ meeting comply with laws and administrative laws.

regulations, the "Rules of Shareholders' Meeting" and the "Articles of Association"; the qualifications and convening of persons attending this shareholders' meeting.

The qualifications are legal and valid; the voting procedures and results of this shareholders’ meeting are legal and valid. There are three original copies of this legal opinion, no copies.

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