Verification opinions of the Remuneration and Assessment Committee of the Board of Directors of Fosun Pharma on matters related to the first grant of the 2025 A-share stock option incentive plan
Shanghai Fosun Pharmaceutical (Group) Co., Ltd.
Remuneration and Appraisal Committee of the Board of Directors
Verification opinions on matters related to the first grant of the A-share stock option incentive plan in 2025
The Remuneration and Appraisal Committee of the Board of Directors of Shanghai Fosun Pharmaceutical (Group) Co., Ltd. (hereinafter referred to as the "Company") shall comply with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), and the Listed Companies Law. "Measures for the Administration of Equity Incentives of the Company" (hereinafter referred to as the "Administration Measures") and other relevant laws, regulations and normative documents and the relevant provisions of the "Articles of Association of Shanghai Fosun Pharmaceutical (Group) Co., Ltd." (hereinafter referred to as the "Articles of Association"), the "Articles of Association" of Shanghai Fosun Pharmaceutical (Group) Co., Ltd. After verifying and verifying the 2025 A-Share Stock Option Incentive Plan (hereinafter referred to as the “2025 A-Share Stock Option Plan” or the “Incentive Plan”) and relevant information, the following verification opinions are issued:
- Regarding adjustments to the list of intended incentive targets for the first grant of the 2025 A-share stock option plan and the number of A-share options involved.
Since some of the intended incentive recipients for the first grant no longer fall within the scope of the incentive recipients of this incentive plan, the list of incentive recipients for the first grant of this incentive plan and the number of A-share options involved have been adjusted with the approval of the board of directors (hereinafter referred to as the "adjustment").
This adjustment complies with relevant laws, regulations, normative documents such as the "Management Measures" and the relevant provisions of this incentive plan. This adjustment matter falls within the scope of authorization of the Board of Directors of the Shareholders' Meeting. The adjustment procedures are legal and compliant, and there is no harm to the interests of the Company and shareholders.
2. Regarding the first grant of the A-share option incentive plan in 2025.
The board of directors believes that all the initial grant conditions stipulated in this incentive plan have been met, and agrees to use November 4, 2025 as the first grant date to grant a total of 4,535,100 A-share options to a total of 195 first-time grant incentive targets.
The incentive targets granted for the first time under this incentive plan include the current executive directors, employee directors and senior managers of the company, the current middle managers and core technology (business) personnel of the group (i.e. the company and its holding subsidiaries/units, the same below), and other people who have been identified by the board of directors as having an impact on the overall performance and continued development of the group. The core key personnel who have a direct impact on the development; the qualifications granted to the incentive objects for the first time are in compliance with laws and regulations such as the Company Law and the Securities Law, normative documents and the Articles of Association, and there are no circumstances that prohibit them from becoming incentive objects as stipulated in the "Administrative Measures". The subject qualifications of the incentive objects granted for the first time are legal and valid.
Remuneration and Appraisal Committee of the Board of Directors of Shanghai Fosun Pharmaceutical (Group) Co., Ltd.
November 4, 2025