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Shanghai Pharmaceutical Group Co., Ltd.

Shanghai Pharmaceuticals Holding Co., Ltd. *

(a joint stock limited company incorporated in the People's Republic of China)

(Stock code: 02607)

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 set forth on the website of Shanghai Stock Exchange (http://www.sse.com.cn) of Shanghai Pharmaceuticals Group Co., Ltd. (the "Company") The published "Announcement of Shanghai Pharmaceuticals Group Co., Ltd. on the completion of the implementation of the controlling shareholder's shareholding increase plan and the results of the increase in shareholding",

"Shanghai AllBright Law Firm's Notice on Shanghai Industrial (Group) Co., Ltd. and its Persons Acting in Concert on Increase in Holding of Shanghai Pharmaceutical Group"

"Legal Opinion on the Exemption of H Shares from Tender Co., Ltd. from Tender Offers" is for reference only.

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

Yang Qiuhua Chairman

Shanghai, China, July 2, 2026 As at the date of this announcement, the executive directors of the Company are Mr. Yang Qiuhua, Mr. Shen Bo, Mr. Li Yongzhong and Mr. Dong Ming.

Mr. Zhang; the non-executive director is Mr. Zhang Wenxue; the employee representative director is Mr. Zhao Yong; and the independent non-executive director The persons are Mr. Wang Zhong, Ms. Wan Jun, Mr. Xue Yunkui and Mr. Wang Qian.

*For identification only

Securities code: 601607 Securities abbreviation: Shanghai Pharmaceuticals Announcement number: Lin 2026-049

Shanghai Pharmaceutical Group Co., Ltd.

Regarding the completion of the implementation of the controlling shareholder’s shareholding increase plan

And announcement of the results of increase in shareholding

The company's board of directors, all directors and relevant shareholders guarantee that the contents of this announcement do not contain any false records, misleading statements or major omissions, and shall bear legal responsibility for the truthfulness, accuracy and completeness of its content.

Important content reminder:

 The shareholding increase plan has been disclosed

The controlling shareholder of Shanghai Pharmaceutical Group Co., Ltd. (hereinafter referred to as "Shanghai Pharmaceutical" or the "Company")

Shanghai Industrial (Group) Co., Ltd. (hereinafter referred to as "SI Group") is based on the future development of Shanghai Pharmaceuticals

confidence, it is planned to be invested by its wholly-owned subsidiary SIIC International Investment within 12 months from September 15, 2025. Ltd. (hereinafter referred to as "SIIC International") through the system of The Stock Exchange of Hong Kong Limited through centralized competition

Increase the company's H shares at a reasonable price, and the proportion of increase shall not exceed 2% of the company's shares with voting rights (see the company's official website for details)

Company Announcement 2025-083, hereafter collectively referred to as "this shareholding increase plan").

 Implementation results of the shareholding increase plan

Since the disclosure of this shareholding increase plan, as of June 29, 2026, SI Group has increased its holdings of H

The stock share plan has been implemented. During the period of this holding increase, SI Group increased its holdings in the Company through SI International The company has a total of 74,000,000 H shares, accounting for approximately the total number of issued H shares of the company (i.e. 919,072,704

shares), accounting for 1.995% of the total issued shares (i.e. 3,708,361,809 shares). This time added

After the completion of the shareholding plan, SI Group and its concerted parties hold and control 1,500,255,837 shares of the company.

shares, accounting for approximately 40.456% of the company’s total issued shares; of which H shares are held and controlled

374,438,000 shares, accounting for approximately 40.741% of the total number of H shares issued by the company, accounting for 10.097% of the number. During the period of this increase in holdings, SI Group did not reduce its shareholding in the Company.

1. Basic information on the holding entities

Name of the entity that increased the holding: Shanghai Industrial International Investment Co., Ltd.

Controlling shareholder or actual controller Yes No

Controlling shareholder or person acting in concert with the actual controller Yes No Increase the identity of the main body Shareholders directly holding more than 5% of shares Yes No Directors, supervisors and senior managers Yes No

Others:__________

Number of shares held before shareholding increase: 300,438,000 shares

Shareholding ratio before shareholding increase 8.102% (Accounting for total share capital)

There are persons acting in concert among the above-mentioned holding increase entities:

Name of shareholder Number of shares held Shareholding ratio Reasons for forming the concerted action relationship

(share) due to Group 1 Shanghai Shangshi (Group) Co., Ltd.

(Group) has 221,801,798 5.98% The company holds Shanghai Pharmaceuticals (Collection)

Co., Ltd. Tuan) Co., Ltd. 100% shares

Shanghai Pharmaceuticals, holding 100% of SIIC Group

(Group) has 716,516,039 19.32% equity; Co., Ltd. SI Group holds SI National

100% equity of Shanghai Tandong Enterprise, SIIC International

Industrial consulting services 187,000,000 5.04% Holds Shanghai Tandong Enterprise Consulting

Ltd. Consulting Services Ltd. 100%

Shanghai Shanghai Investment Equity;

Asset Management Consulting 500,000 0.01% SI Group holds Shanghai Shanghai Ltd. Real Investment Management Consulting Co., Ltd.

Total 1,125,817,837 30.36% 100% equity of the company.

Note: If there is any difference in the mantissa between some totals and the sum of each detailed number in the table above, it is due to rounding of the percentage results.

2. Implementation results of the shareholding increase plan

(1) Implementation results of the shareholding increase plan

Name of the entity that increased the holding: Shanghai Industrial International Investment Co., Ltd.

The first disclosure date of the shareholding increase plan is September 16, 2025 The planned implementation period of the shareholding increase plan is from September 15, 2025 to September 14, 2026

Amount of planned increase in shareholding plan -

Number of H shares to be increased under shareholding increase plan: 55 million shares to 74 million shares

1.5%～2%

According to the Hong Kong Code on Corporate Acquisitions, Mergers and Share Buy-Backs ("Acquisitions and Share Buy-Backs") Purchasing Code"), holding 30% but not more than 50% of the votes in listed companies

The controlling shareholder of the right (together with its persons acting in concert) further increases its holdings to make its investment Planned shareholding increase ratio The voting rights increase by more than 2% based on the lowest percentage in the 12 months before the holding increase.

, a mandatory offer must be made. It is expected that this shareholding increase plan will not trigger SI

The Group’s mandatory offer obligations under the Takeovers Code and the Company will maintain There is sufficient public float of outstanding shares.

Implementation period for increasing shareholding: September 15, 2025 to June 29, 2026

From September 15, 2025 to June 29, 2026, SIIC Group passed

As a result of increasing its shareholding, SIIC International conducted centralized bidding on the system of The Stock Exchange of Hong Kong Limited.

According to the corresponding method and quantity, the Company increased its holdings of H shares by a total of 74,000,000 shares, accounting for

1.995% of the total issued shares of the company, not exceeding 2%. Cumulative amount of increased shares -

Cumulative increase in shareholding ratio H shares, 1.995% (Accounting for total share capital)

After the shareholding increase plan is completed

1,500,255,837 shares in the holding entities (and their counterparties) moving) number of shares held

After the shareholding increase plan is completed

Overweighting entities (and their counterparts) 40.456%

Moving) shareholding ratio

(2) Whether the actual increase in holdings reaches the lower limit of the holdings increase plan Yes No

Since the disclosure of this shareholding increase plan, as of June 29, 2026, SI Group has

Increased its holdings of the Company’s H shares by a total of 74,000,000 shares, accounting for approximately 10% of the Company’s total issued shares 1.995%, the implementation of this holding increase plan is completed.

3. Other instructions

4. This increase in holdings complies with the Securities Law of the People's Republic of China and other relevant laws, regulations, and departmental regulations.

and relevant provisions of the Shanghai Stock Exchange’s business rules and regulations.

2. This shareholding increase plan has been implemented and does not constitute a tender offer and will not cause the company’s controlling shareholders and

The actual controller changes.

Announcement is hereby made.

Shanghai Pharmaceutical Group Co., Ltd. board of directors

July 2, 2026

Shanghai AllBright Law Firm

About Shanghai Industrial (Group) Co., Ltd. and its persons acting in concert

Increased holdings of H shares of Shanghai Pharmaceuticals Group Co., Ltd.

exempt from making an offer

legal opinion

Address: Floor 9/11/12, Shanghai Tower, No. 501 Yincheng Middle Road, Pudong New District, Shanghai

Tel: 021-20511000 Fax: 021-20511999

Zip code: 200120

Shanghai AllBright Law Firm Legal Opinion

Shanghai AllBright Law Firm

About Shanghai Industrial (Group) Co., Ltd. and its persons acting in concert

Increased holdings of H shares of Shanghai Pharmaceuticals Group Co., Ltd.

Legal opinion on exemption from making an offer

To: Shanghai Industrial (Group) Co., Ltd.

Shanghai AllBright Law Firm (hereinafter referred to as "the Firm") accepted the application of Shanghai Industrial (Group) Co., Ltd. (hereinafter referred to as the "Company" or "SI Group"), in accordance with the "Company Law of the People's Republic of China"

"Securities Law of the People's Republic of China", "Measures for the Administration of Acquisitions of Listed Companies", "Shanghai Stock Exchange Listed Companies"

The relevant laws, administrative regulations and normative documents such as "Self-Regulatory Guidelines No. 8 - Management of Share Changes"

According to relevant regulations, with respect to SI Group and its concerted persons, SI International Investment Co., Ltd. (hereinafter referred to as "SI International Investment Co., Ltd."

International") increased its holdings in Shanghai Pharmaceuticals Group Co., Ltd. (hereinafter referred to as "Shanghai Pharmaceuticals" or "listed company") H shares (hereinafter referred to as "this increase") are exempt from the issue of tender offer and this legal opinion is issued.

In order to issue this legal opinion, our firm and our handling lawyers declare as follows:

1. Our firm only relies on the facts that have occurred or existed before the date of issuance of this legal opinion and the matters within China. Current laws, administrative regulations, departmental rules and other normative documents and the China Securities Regulatory Commission (hereinafter referred to as

(hereinafter referred to as the "China Securities Regulatory Commission") and the Shanghai Stock Exchange issued legal opinions on the relevant regulations.

2. Our firm has obtained guarantees from all parties involved in the shareholding increase plan: that is, all parties have provided our firm with legal

The authentic original written materials, copies or instructions that the lawyer deems necessary to issue this legal opinion; all parties

The documents or explanations provided to the Exchange are true, accurate, complete and valid, and there are no concealments, omissions,

If the document is false or misleading, and the document is a copy or photocopy, it shall be consistent and consistent with the original.

3. For facts that are crucial to the issuance of this legal opinion but cannot be supported by independent evidence, this

Rely on certifications or explanatory documents issued by the company, relevant government departments and other relevant units, and issue legal opinions See you.

4. The Exchange agrees to use this legal opinion as a relevant document for this shareholding increase, along with other information disclosure materials.

Submit it together and bear corresponding legal responsibility for the legal opinions issued in accordance with the law.

5. This legal opinion is only for the purpose of holding increase. Without the written consent of the Exchange,

Shanghai AllBright Law Firm Legal Opinion

Not for any other purpose or use.

Based on the above, our lawyers, in accordance with the requirements of laws, regulations and normative documents, and in accordance with the legal profession

In accordance with the recognized business standards, ethics and diligence and responsibility, we hereby issue the following legal opinions:

Shanghai AllBright Law Firm Legal Opinion

Text

1. Qualifications of the subject of this increase in holdings

(1) Basic information on the holding entities

According to the relevant information provided by the holding entities and verified by our lawyers, as of the issuance of this legal opinion As of that date, the basic situation of SI Group and SI International is as follows:

1. SIIC Group

SIIC Group is a limited company legally registered and validly existing in Hong Kong, China. Its English name is

Shanghai Industrial Investment (Holdings) Company Limited, the company registration number is 100465, established on July 17, 1981, located at Harcourt, 39 Gloucester Road, Wan Chai, Hong Kong, China

On the 27th floor of the building, the actual controller is the Shanghai State-owned Assets Supervision and Administration Commission.

2. SIIC International

SI International is a limited company legally registered and validly existing in Hong Kong, China. Its English name is

SIIC International Investment Company Limited, company registration number is 423107, established in

On May 27, 1993, the address is located on the 27th floor of Harcourt Building, 39 Gloucester Road, Wan Chai, Hong Kong, China.

A wholly-owned subsidiary of the Real Group.

(2) The relationship between the holding-increasing entity and its concerted actions

According to public disclosure documents of listed companies, Shanghai Shangshi (Group) Co., Ltd., Shanghai Pharmaceutical (Group)

Co., Ltd., Shanghai Tandong Enterprise Consulting Services Co., Ltd., Shanghai Shangshi Investment Management Consulting Co., Ltd. and SI International is all persons acting in concert with SI Group.

(3) Article 6 of the "Measures for the Administration of Acquisitions of Listed Companies" does not exist for the holding-increasing entity and its persons acting in concert

Circumstances under which listed companies are not allowed to be acquired

According to the written explanation provided by the holding entity and verified by our lawyers, as of the issuance of this legal opinion

As of that date, the holding-increasing entity and its persons acting in concert did not fall under Article 6 of the "Measures for the Administration of Acquisitions of Listed Companies"

Circumstances under which listed companies are not allowed to be acquired:

1. It has a large amount of debt that has not been paid off when due and is in a continuing state;

Shanghai AllBright Law Firm Legal Opinion

2. Have committed major illegal acts or been suspected of major illegal acts in the past three years;

3. There have been serious breaches of trust in the securities market in the past three years;

4. Laws, administrative regulations and other circumstances determined by the China Securities Regulatory Commission that prohibit the acquisition of listed companies

shape.

To sum up, our lawyers believe that as of the date of issuance of this legal opinion, the main shareholder of this increase in holdings has

If the entity is not prohibited from acquiring shares of listed companies as stipulated in the "Measures for the Administration of Acquisitions of Listed Companies", the increase in holdings

The subject has the qualifications to implement this holding increase.

2. Basic situation of this increase in holdings

(1) Basic information on this shareholding increase plan

According to the "Shanghai Pharmaceutical Group Co., Ltd. About Shanghai Pharmaceuticals" issued by Shanghai Pharmaceuticals on September 16, 2025

Announcement on the Controlling Shareholder's Plan to Increase Shareholdings" (Announcement No.: 2025-083), SI Group based on its investment in Shanghai Medical

Confidence in the future development prospects of the drug is planned to be determined by its

The wholly-owned subsidiary SIIC International increased its holdings in the Shanghai Stock Exchange through centralized bidding through the system of The Stock Exchange of Hong Kong Limited. Shanghai Pharmaceuticals H shares, increasing the total number of shares held from 55 million shares to 74 million shares, not exceeding Shanghai Pharmaceuticals Investment

2% of the number of voting shares.

(2) Implementation status of this increase in holdings

According to the information and written explanation provided by the holding increase entity, during the implementation of this shareholding increase, SI Group passed the Shanghai Stock Exchange

Shi International increased its holdings of Shanghai Pharmaceuticals H shares by a total of 74,000,000 shares, accounting for approximately the total issued shares of Shanghai Pharmaceuticals.

1.995% of the number (i.e. 3,708,361,809 shares). After the completion of this shareholding increase plan, SIIC Group and its

The actors hold and control a total of 1,500,255,837 shares of Shanghai Pharmaceuticals, accounting for approximately 1,000 shares of Shanghai Pharmaceuticals’ issued shares.

40.456% of the total number of shares.

In addition, according to the information and written explanations provided by the holding entities, during the period of this holding increase, SI Group and The persons acting in concert did not reduce their shares in Shanghai Pharmaceuticals.

3. This increase in shareholding is exempt from the issuance of demands as stipulated in the "Measures for the Administration of Acquisitions of Listed Companies"

appointment situation

According to Article 63 of the "Measures for the Administration of Acquisitions of Listed Companies": "In any of the following circumstances,

Shanghai AllBright Law Firm Legal Opinion

Investors are exempt from making an offer: (4) The shares holding interests in a listed company reach or

If the amount exceeds 30% of the issued shares of the company, one year after the above fact occurs, every 12 months

The increase in holdings within the period shall not exceed 2% of the issued shares of the company...".

After verification, before this increase in holdings, the total number of shares of Shanghai Pharmaceuticals held by SI Group and its concerted parties was 1,426,255,837 shares, accounting for approximately 38.461% of the company’s total share capital. During the period of this holding increase, SIIC Group passed

SI International has increased its holdings of Shanghai Pharmaceuticals H shares by a total of 74,000,000 shares, accounting for approximately 10% of the issued shares of Shanghai Pharmaceuticals.

1.995% of the total number of shares, not exceeding 2%.

To sum up, our lawyers believe that this increase in holdings falls within the 60th requirement of the "Measures for the Administration of Acquisitions of Listed Companies"

The circumstances stipulated in Article 3, Paragraph 1 (4) are exempt from issuing an offer.

4. Fulfillment of information disclosure obligations for this increase in holdings

According to the announcement documents of the listed company and verified by our lawyers, as of the date of issuance of this legal opinion, the listed company

The municipal company has disclosed the plan and implementation of this shareholding increase. The specific information disclosure is as follows:

1. On September 16, 2025, the listed company disclosed the "Shanghai Pharmaceutical Group Co., Ltd.

Announcement of the Controlling Shareholder’s Plan to Increase Shareholdings” (Announcement No.: 2025-083);

2. On May 8, 2026, the listed company disclosed the "Shanghai Pharmaceutical Group Co., Ltd.

Indicative announcement that the change in shareholders’ equity of more than 5% of the shares touches the 1% scale” (announcement number: 2026-036);

3. On June 13, 2026, the listed company disclosed the "Shanghai Pharmaceutical Group Co., Ltd.

Indicative Announcement on Changes in Equity of Shareholders Holding More than 5% of Shares Touching the 1% Scale" (Announcement No.: 2026-043).

Our lawyers believe that as of the date of issuance of this legal opinion, the listed company has complied with laws, regulations,

The relevant provisions of regulations and normative documents have fulfilled the information disclosure obligations required at this stage for this holding increase.

The implementation results of this holding increase need to be disclosed.

5. Conclusions

To sum up, our lawyers believe that as of the issuance date of this legal opinion, the main body of this increase in holdings

There is no situation that prohibits the acquisition of listed companies as stipulated in Article 6 of the "Measures for the Administration of Acquisitions of Listed Companies", and the increase in holdings

The subject has the qualifications to implement this shareholding increase; this shareholding increase falls within Article 1 of the "Measures for the Administration of Acquisitions of Listed Companies" The circumstances stipulated in Item (4) of Paragraph 1 of Article 63 are exempt from making an offer; the listed company has

Shanghai AllBright Law Firm Legal Opinion

The relevant provisions of laws, regulations, rules and normative documents have fulfilled the information disclosure required at this stage for this holding increase.

disclosure obligations, the implementation results of this holding increase still need to be disclosed.

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