Remuneration Management System for Directors and Senior Management of Fosun Pharma
Shanghai Fosun Pharmaceutical (Group) Co., Ltd.
Remuneration Management System for Directors and Senior Management
(formulated in 2026)
Chapter 1 General Provisions
Article 1 In order to continue to improve the governance structure of Shanghai Fosun Pharma (Group) Co., Ltd. (hereinafter referred to as the "Company"), improve the scientific, standardized and effective remuneration management system for directors and senior managers (hereinafter referred to as "director and senior management personnel"), strengthen the incentive and restraint mechanism, and promote the implementation of the company's strategic goals This system is formulated in accordance with the provisions of the Company Law of the People's Republic of China, the Code of Governance of Listed Companies and other laws, regulations, normative documents, and the Articles of Association of Shanghai Fosun Pharma (Group) Co., Ltd. (hereinafter referred to as the "Articles of Association") and in light of the actual situation.
Article 2 This system applies to the following personnel:
Directors: include the company’s executive directors, non-executive directors, independent non-executive directors, and employee directors; senior managers: refer to the senior managers specified in the Articles of Association.
Article 3 The salary management of directors and senior executives shall follow the following principles:
(1) Principles of legality and compliance. The company's remuneration management for directors and senior management personnel should strictly abide by national laws, administrative regulations, regulatory requirements and the relevant provisions of the Articles of Association, and perform corresponding review procedures and disclosure obligations.
(2) Principle of strategic synergy. The company's remuneration system for directors and senior management personnel should closely focus on the company's mid- to long-term development strategy, strengthen core competitive advantages, support the realization of strategic goals, and promote sustainable value creation and long-term shareholder returns.
(3) The principle of equal emphasis on incentives and constraints. The remuneration level of the company's directors and senior management personnel should match the company's operating performance, industry and regional market benchmarking, job value and liability risks, and remuneration fulfillment should be closely linked to the company's overall operating efficiency and the achievement of personal performance goals.
(4) The principle of fairness and transparency. The company should establish scientific, standardized, fair and transparent performance and duty performance evaluation standards and procedures to ensure that the salary management process is fair, open and impartial.
(5) Value-oriented principle. Within the framework of the salary system, we will favor core value creators such as key positions, front-line core talents, and highly skilled talents to improve the efficiency of human resource allocation and the company's core competitiveness.
Chapter 2 Management Organization and Process
Article 4 The remuneration and assessment plan for the company’s senior management personnel shall be formulated by the Remuneration and Assessment Committee and submitted to the Board of Directors for review and approval.
The remuneration and assessment plan for the company's executive directors is formulated by the remuneration and assessment committee, and is submitted to the shareholders' meeting for approval after review by the board of directors. The allowance plan for the company's independent non-executive directors is formulated by the remuneration and assessment committee, and is submitted to the shareholders' meeting for approval after review by the board of directors.
The remuneration and assessment plan of employee directors should be approved and determined based on their positions in the company and in accordance with the company's performance management and salary management related systems.
When the remuneration and appraisal committee or the board of directors conduct performance evaluations or discuss their remuneration/allowances for the aforementioned directors and senior executives, the relevant directors should recuse themselves.
Article 5 The Company’s Board of Directors has set up a Remuneration and Assessment Committee, which is responsible for formulating and conducting assessments for directors and senior executives, formulating and reviewing remuneration policies and plans such as the remuneration decision-making mechanism, decision-making process, payment and stop-payment recourse arrangements, and making recommendations to the board of directors on the following matters:
(1) Remuneration policies, plans or programs for senior management personnel;
(2) Formulate or change equity incentive plans and employee stock ownership plans, and achieve the conditions for granting benefits and exercising rights to incentive targets;
(3) Directors and senior management personnel arrange shareholding plans in the subsidiaries to be spun off;
(4) Other matters stipulated in laws, administrative regulations, departmental rules, normative documents, securities regulatory authorities where the company's shares are listed, stock exchanges and the Articles of Association.
Article 6 Relevant departments of the company shall, under the guidance and unified organization of the board of directors, carry out specific implementation work such as remuneration and performance appraisal of directors and senior management personnel.
Chapter 3 Salary Structure and Levels
Article 7 The company's executive directors and employee directors receive remuneration according to the company's relevant remuneration and performance appraisal methods based on their management responsibilities; non-executive directors do not receive remuneration from the company; independent non-executive directors receive fixed allowances.
Article 8 The remuneration of the company’s executive directors, employee directors and senior managers shall in principle consist of the following parts:
(1) Basic salary: determined based on factors such as position value, responsibility contribution, ability requirements, industry and regional market salary levels, etc., and will be paid monthly.
(2) Performance remuneration: The portion of floating remuneration linked to the company's annual operating performance goals and individual annual performance appraisal results. The proportion of senior managers' performance remuneration to the sum of their annual basic remuneration and performance remuneration shall in principle be no less than 50%.
(3) Medium and long-term incentives: including but not limited to equity incentives (stock options, restricted stocks, etc.), employee stock ownership plans and other incentives related to the company's operating performance and strategic development, etc., aiming to guide Dong and Gao personnel to pay attention to the company's long-term value.
Article 9 The salary level of the company’s directors and senior management personnel should be determined and adjusted based on the following factors to meet the company’s development needs:
(1) The company’s operating performance, financial status and payment ability;
(2) Industry characteristics, regional salary levels and market benchmarking data;
(3) Job value evaluation results;
(4) The professional abilities, contribution to performance of duties and personal performance results of the directors and senior management personnel.
Article 10 The determination and payment of performance-based remuneration for the company's executive directors, employee directors and senior managers shall be based on the company's performance achievement and individual performance appraisal results. The company's performance achievement shall be based on audited financial data.
Chapter 4 Salary Payment, Recourse and Rebate
Article 11 The allowances for the company’s independent non-executive directors shall be paid on a monthly basis in accordance with the annual standards approved by the shareholders’ meeting. The basic remuneration of other directors and senior management personnel is paid on a monthly basis; performance remuneration is paid based on the assessment results at the time specified by the company's remuneration management related systems.
If the company sets up a deferred payment mechanism for medium- and long-term incentives, it shall be implemented in accordance with the terms of the corresponding incentive plan.
Article 12 The remuneration standards for the company’s directors and senior management personnel (including allowances for independent non-executive directors) are all pre-tax amounts, and the company will withhold and pay personal income tax in accordance with the law.
Article 13 When one of the following circumstances occurs, the company has the right to initiate salary recovery and deduction procedures:
(1) The company’s financial report contains major accounting errors or false records, and it is ordered by regulatory authorities to restate or is determined by judicial authorities to have financial fraud;
(2) The director and senior management personnel have committed illegal guarantees, misappropriated funds, violated scientific research ethics and other behaviors that harmed the interests of the company;
(3) The director or senior executive caused significant economic losses or reputational damage to the company due to improper performance of duties, gross negligence or intentional behavior;
(4) Being administratively punished by the China Securities Regulatory Commission or its dispatched agency due to serious violations of laws and regulations, or being publicly condemned by the Shanghai Stock Exchange or declared unfit to serve as a director or senior executive of a listed company, etc.;
(5) The executive director has other violations of laws and regulations, the Articles of Association or the company's rules and regulations.
Article 14 Under the authorization of the company's board of directors, the Remuneration and Appraisal Committee is responsible for investigating and evaluating whether it is necessary to initiate remuneration recovery procedures for specific directors and senior management personnel, and put forward recovery suggestions, which shall be submitted to the board of directors for review and approval before implementation.
Article 15 If the circumstances stipulated in Article 13 of this system exist, the company shall, depending on the severity of the case and in accordance with the recourse procedures, recover all or part of the performance remuneration, medium and long-term incentive benefits that have been paid to the relevant directors and senior management personnel during the period when the misconduct occurred, and reduce or stop paying the unpaid performance remuneration and mid- and long-term incentive benefits. The Remuneration and Appraisal Committee should review and approve the compensation and related compensation arrangements required by relevant directors and senior management personnel for their misconduct to ensure that the relevant arrangements are fair and reasonable.
The above-mentioned recourse and clawback provisions still apply to resigned personnel.
Chapter 5 Supplementary Provisions
Article 16 Matters not covered by this system, or that conflict with relevant laws, administrative regulations, departmental rules, securities regulatory authorities where the company's shares are listed, and the Articles of Association shall be governed by the relevant provisions of laws, administrative regulations, departmental rules, securities regulatory agencies where the company's shares are listed, and the Articles of Association.
Article 17 This system shall take effect from the date of review and approval by the company's shareholders' meeting, and the same shall apply when it is revised.
Article 18 The company’s board of directors is responsible for interpreting this system.
Shanghai Fosun Pharmaceutical (Group) Co., Ltd.
June 16, 2026