FOSUN PHARMA - Guoco Law Firm (Shanghai) Legal Opinion on the Implementation of Differentiated Equity Distribution by Shanghai Fosun Pharmaceutical (Group) Co., Ltd.
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just been published by the issuer in the Chinese section of this website, a corresponding version of which may or may not be published in this section
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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
Law Firm (Shanghai) Legal Opinion on the Implementation of Differentiated Equity Distribution by Shanghai Fosun Pharmaceutical (Group) Co., Ltd. Book" for reference only.
By order of the board of directors Shanghai Fosun Pharmaceutical (Group) Co., Ltd.
Chairman Chen Yuqing
China, Shanghai July 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.
Implement differentiated equity distribution
legal opinion
To: Shanghai Fosun Pharmaceutical (Group) Co., Ltd.
Guoco Law Firm (Shanghai) (hereinafter referred to as "the Firm") accepted Shanghai Fosun Pharmaceutical (Group)
Co., Ltd. (hereinafter referred to as "Fosun Pharma" or the "Company"), regarding the company's 2025
Matters concerning the implementation of differentiated equity distribution (hereinafter referred to as "this differentiated distribution") shall be carried out in accordance with the generally recognized laws and regulations in the legal industry.
carry out verification work based on business standards, ethics and diligence, and issue this legal opinion.
Section 1 Introduction
Our lawyers rely on the facts that have occurred or existed before the date of issuance of this legal opinion and the current laws of China
issued legal opinions on the laws, regulations and relevant provisions of the China Securities Regulatory Commission, and made the following statement:
(1) Our firm and our lawyers engage in securities law in accordance with the Securities Law of the People’s Republic of China and Law Firms
Regulations such as the Measures for the Administration of Securities Legal Business and the Rules for the Practice of Securities Legal Business of Law Firms (Trial)
and the facts that have occurred or existed before the date of issuance of this legal opinion, and have strictly performed their statutory duties,
Following the principles of diligence and good faith, sufficient verification has been conducted to ensure that this legal opinion
The facts identified are true, accurate, and complete, and the concluding opinions expressed are legal, accurate, and free from falsehoods.
False records, misleading statements or major omissions shall be subject to corresponding legal liability;
(2) The company guarantees that it has provided our lawyers with the necessary information for issuing this legal opinion.
Authentic, complete and valid original written materials, copies of materials or oral testimony;
Guoco Law Firm (Shanghai) Legal Opinion
(3) Facts that are crucial to this legal opinion but cannot be supported by independent evidence,
Our lawyers rely on certification documents issued by relevant government departments, companies or other relevant units and individuals;
(4) When issuing legal opinions, our lawyers have fulfilled legal obligations on legal-related business matters.
Professionals have a special duty of care and fulfill ordinary people's general duty of care on other business matters;
(5) Our lawyers agree to use this legal opinion as a necessary legal document for the company’s differentiated distribution.
Legal documents shall be submitted together with other application materials, and we are willing to verify the authenticity and accuracy of this legal opinion.
assume corresponding legal responsibilities for safety and integrity;
(6) Our lawyers have not authorized any unit or individual to make any interpretation or explanation of this legal opinion;
(7) This legal opinion is only used by the company for the purpose of this differentiated distribution and shall not be used for other purposes.
any purpose.
Guoco Law Firm (Shanghai) Legal Opinion
Section 2 Text
- Reasons for this differentiated allocation
Verified by our lawyers:
On March 26, 2024, the 47th meeting of the ninth board of directors of Fosun Pharma reviewed and approved the "Relevant
Regarding the proposal to repurchase the company's shares through centralized bidding transactions, the company agreed to adopt it with its own funds.
The stock exchange trading system repurchases the company's domestically listed RMB ordinary shares (A
shares), the repurchased shares will be used to implement the company’s equity incentive plan and/or employee stock ownership plan, and the repurchase period
It is 6 months from the date when the board of directors considers and approves the repurchase plan (that is, from March 26, 2024 to 2024
Expired on September 25, 2019 (both dates inclusive).
On January 22, 2025, the 68th meeting of the ninth board of directors of Fosun Pharma reviewed and approved the "Relevant
Regarding the proposal on the "A-share repurchase plan through centralized bidding transactions", the company agreed to use its own funds and/or self-raised
Funds are used to repurchase the company's domestically listed people through centralized bidding transactions through the Shanghai Stock Exchange trading system.
currency ordinary shares (A shares), the repurchased shares will be used for the future (1) issuance of convertible bonds, and/or (2)
Implement equity incentive plans and/or employee stock ownership plans, and the repurchase period is from the board of directors’ review and approval of the repurchase plan
6 months from the date of registration (i.e. from January 22, 2025 to July 21, 2025 (both dates inclusive)).
According to the "Shanghai Fosun Pharma" submitted by Fosun Pharma to the Shanghai Stock Exchange regarding this differentiated distribution,
(Group) Co., Ltd.’s business application for differentiated equity distribution ex-rights and ex-dividends" (hereinafter referred to as
""Business Application"") and inquiry on holdings of special securities accounts for repurchases of listed companies provided by Fosun Pharma
As a result, and confirmed by the company, as of July 3, 2026, the "Shanghai Fosun Pharma (Collection)" opened by the company
The number of shares in the "Special Securities Repurchase Account" of the Group Co., Ltd. (hereinafter referred to as the "Special Repurchase Account")
A total of 19,906,252 A shares accounted for 0.7454% of the company’s total share capital of 2,670,429,325 shares.
"Shanghai Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 7 - Share Repurchases (March 2025)
Article 22 of the "Monthly Revision" stipulates that listed companies that repurchase shares in special accounts do not have the right to attend shareholders' meetings.
Rights such as voting rights, profit distribution, conversion of reserve funds into share capital, subscription of new shares and convertible corporate bonds, etc., shall not be
Guoco Law Firm (Shanghai) Legal Opinion
Pledge and Lending.
After verification, our lawyers believe that the 19,906,252 A shares in the above-mentioned special repurchase account do not enjoy the
The right to profit distribution. The reason why the company implemented this differentiated distribution is in compliance with the "Shanghai Stock Exchange Listing
Company Self-Regulation Guidelines No. 7 - Share Buyback (Revised in March 2025)".
- This differentiated distribution plan
On June 16, 2026, Fosun Pharma’s 2025 annual shareholders’ meeting reviewed and approved the “2025 Profit
Distribution Plan", which approves the distribution of equity to shareholders who can participate in the distribution on the equity registration date specified in the announcement.
A cash dividend of RMB 3.90 (before tax) is distributed for 10 shares. According to Fosun Pharma’s disclosure on March 25, 2026
The "Announcement of Profit Distribution Plan for 2025" disclosed on the equity registration date specified in the equity distribution implementation announcement
Before, if the total number of shares after deducting the repurchased but not canceled shares from the company's total share capital changes, the company plans to
The distribution ratio per share remains unchanged and the total distribution amount is adjusted accordingly.
According to the "Business Application" submitted by Fosun Pharma to the Shanghai Stock Exchange for this differentiated distribution,
and the “2025 Profit Distribution Plan” reviewed and approved by Fosun Pharma’s 2025 Annual Shareholders’ Meeting, as of
On July 3, 2026, the company’s total A-share capital was 2,118,488,825 shares, deducted from the company’s special repurchase account
19,906,252 A shares have been repurchased, and the number of A shares participating in profit distribution this time is 2,098,582,573 shares.
It is estimated that a total of A-share cash dividends of RMB 818,447,203.47 (before tax) will be distributed.
- Calculation of the ex-rights and ex-dividend opening reference price for this differentiated distribution
According to the "Business Application" provided by Fosun Pharma and confirmed by Fosun Pharma, the company's application shall be as follows:
The formula calculates the ex-rights and dividend opening reference price of A shares, that is: the ex-rights (dividend) reference price of A shares = (previous closing price
Grid - cash dividend) ÷ (1 + change ratio of A-share tradable shares) = previous closing price - 0.38634
①Cash dividend = (number of A shares distributed × actual cash dividend per share distributed) ÷ A shares
Total share capital=2,098,582,573×0.39÷2,118,488,825≈0.38634 yuan/share
②According to the “2025 Profit Distribution Plan” reviewed and approved by Fosun Pharma’s 2025 Annual Shareholders’ Meeting,
Guoco Law Firm (Shanghai) Legal Opinion
This time only cash dividends will be distributed, capital reserves will not be converted into share capital, and no bonus shares will be issued. Therefore, Company A
There will be no change in the outstanding shares, and the change ratio of the outstanding shares in the virtual distribution will be 0.
Assume that the company’s stock price on the trading day before the date of issuance of this legal opinion, that is, July 2, 2026
The closing price of the ticket is 23.03 yuan/share for calculation:
Ex-rights and ex-dividend reference price calculated based on actual distribution: 23.03-0.39=22.64
Ex-rights and ex-dividend reference price calculated based on virtual distribution: 23.03-0.38634≈22.64
Impact of ex-rights and ex-dividend reference price =|Ex-rights and ex-dividend reference price calculated based on actual distribution - based on virtual
Ex-rights and ex-dividend reference price calculated based on distribution|÷Ex-rights and ex-dividend reference price calculated based on actual distribution=|22.64-
22.64|÷22.64=0%
After verification, our lawyers believe that this differentiated distribution of Fosun Pharma will have an impact on the ex-rights and ex-dividend reference price.
The absolute value of the impact is less than 1%, and the 19,906,252 A shares in the company’s special repurchase account do not participate in the company’s repurchase
The equity distribution in 2025 will have a small impact on the company's ex-rights and ex-dividend reference price.
- Conclusions
In summary, our lawyers believe that the A shares in Fosun Pharma’s special repurchase account will not participate in the company’s 2025
The distribution of equity interests complies with the "Shanghai Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 7 - Repurchase of Shares"
(Revised in March 2025)"; Assuming that on the trading day before the date of issuance of this legal opinion,
That is, the closing price of the company's stock on July 2, 2026 will be used to calculate the company's ex-rights for this differentiated distribution.
The absolute value of the impact of the ex-dividend reference price is less than 1%, and the impact is small.
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