Sinopharm Group Co. Ltd. — Proxy Solicitation & Information Statement 2025

Jan 20, 2025

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about any aspect of this circular, you should obtain independent professional advice.

If you have sold or transferred all your H Shares in Sinopharm Group Co. Ltd., you should at once hand this circular together with the form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

国药集团

SINOPHARM

國藥控股股份有限公司

SINOPHARM GROUP CO. LTD.*

(A joint stock limited company incorporated in the People's Republic of China with limited liability and carrying on business in Hong Kong as 國控股份有限公司)

(Stock Code: 01099)

(1) PROPOSED APPOINTMENT OF DIRECTORS; AND

(2) NOTICE OF EGM

A letter from the Board is set out on pages 3 to 7 of this circular. A notice convening the EGM to be held at Meeting Room 1401, Sinopharm Group Building, No. 385, East Longhua Road, Huangpu District, Shanghai, the PRC, at 9:30 a.m. on Wednesday, 12 February 2025, is being dispatched to the Shareholders by means elected by the Shareholders to receive the corporate communications together with this circular.

Shareholders who intend to appoint a proxy to attend the EGM shall complete and return the proxy form in accordance with the instructions printed thereon. The proxy form must be signed by you or your attorney duly authorized in writing or, in case of a legal person, must either be executed under its seal or under the hand of its director or other attorney duly authorized to sign the same. If the proxy form is signed by an attorney of the appointor, the power of attorney authorizing the attorney to sign, or other document of authorization, must be notarially certified.

In the case of joint holders of the shares of the Company, only the holder whose name stands first in the register of members of the Company shall alone be entitled to vote at the EGM, either in person or by proxy in respect of such shares.

For holders of H Shares, please return the proxy form together with any documents of authority to the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible, and in any event not later than 24 hours before the time appointed for holding the EGM or any adjournment thereof. For holders of Domestic Shares, please return the proxy form together with any documents of authority to the Board Office of the Company in the PRC at Room 1210, Sinopharm Group Building, No. 385, East Longhua Road, Huangpu District, Shanghai, the PRC as soon as possible, and in any event not later than 24 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting at the EGM, or any adjournment thereof should you so wish.

20 January 2025

• The Company is registered as a non-Hong Kong company under the Hong Kong Companies Ordinance under its Chinese name and the English name "Sinopharm Group Co. Ltd.".

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CONTENTS

Page

DEFINITIONS ... 1
LETTER FROM THE BOARD ... 3
I. INTRODUCTION ... 3
II. PROPOSED APPOINTMENT OF DIRECTORS ... 4
III. EGM ... 6
IV. RECOMMENDATION ... 7
NOTICE OF EGM ... 8

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

"Articles of Association"
the articles of association of the Company

"Board"
the board of directors of the Company

"Company"
Sinopharm Group Co. Ltd. (國藥控股股份有限公司), a joint stock company incorporated under the laws of the PRC with limited liability and whose H shares are listed and traded on the Hong Kong Stock Exchange

"Director(s)"
the director(s) of the Company

"Domestic Share(s)"
ordinary share(s) in the share capital of the Company with a nominal value of RMB1.00 each, which is/are subscribed for and fully paid up in Renminbi by PRC nationals and/or PRC incorporated entities

"EGM"
the extraordinary general meeting of the Company to be convened at Meeting Room 1401, Sinopharm Group Building, No. 385, East Longhua Road, Huangpu District, Shanghai, the PRC at 9:30 a.m. on Wednesday, 12 February 2025

"Hong Kong"
the Hong Kong Special Administrative Region of the PRC

"Latest Practicable Date"
15 January 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

"Hong Kong Listing Rules"
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

"Hong Kong Stock Exchange"
The Stock Exchange of Hong Kong Limited

"H Share(s)"
overseas-listed foreign invested ordinary share(s) with a nominal value of RMB1.00 each in the share capital of the Company, which is/are listed and traded on the Hong Kong Stock Exchange

"Nomination Committee"
the nomination committee of the Board

"PRC"
the People's Republic of China which, for the purpose of this circular, excludes Hong Kong, Macau Special Administrative Region and Taiwan Region

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DEFINITIONS

"Proposed Appointment of Directors"
the proposed appointment of Mr. Sun Jinglin as an executive Director and the proposed appointment of each of Mr. Hu Ligang, Mr. Zu Jing and Mr. Xing Yonggang as a non-executive Director

"RMB"
Renminbi, the lawful currency of the PRC

"Shareholder(s)"
the shareholder(s) of the Company

"Share(s)"
Domestic Share(s) and/or H Share(s) of the Company

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LETTER FROM THE BOARD

国药集团

SINOPHARM

國藥控股股份有限公司

SINOPHARM GROUP CO. LTD.*

(A joint stock limited company incorporated in the People's Republic of China with limited liability and carrying on business in Hong Kong as 國控股份有限公司)

(Stock Code: 01099)

Members of the Board:

Non-executive Directors:
- Mr. Zhao Bingxiang
- Mr. Chen Qiyu
- Mr. Wen Deyong
- Mr. Li Dongjiu
- Ms. Feng Rongli

Executive Director:
- Mr. Lian Wanyong

Independent non-executive Directors:
- Mr. Chen Fangruo
- Mr. Li Peiyu
- Mr. Wu Tak Lung
- Mr. Yu Weifeng
- Mr. Shi Shenghao

Registered office in the PRC:

• 1st and 11th to 15th Floors
• No. 385 East Longhua Road
• Huangpu District
• Shanghai, 200023
• the PRC

Principal place of business in Hong Kong:

• Room 1601,
• Emperor Group Center,
• 288 Hennessy Road,
• Wanchai,
• Hong Kong

20 January 2025

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED APPOINTMENT OF DIRECTORS; AND

(2) NOTICE OF EGM

I. INTRODUCTION

Reference is made to the announcement of the Company dated 8 January 2025, in relation to (among others) the proposed appointment of Directors.

• The Company is registered as a non-Hong Kong company under the Hong Kong Companies Ordinance under its Chinese name and the English name “Sinopharm Group Co. Ltd.”.

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LETTER FROM THE BOARD

The purpose of this circular is to provide you with detailed information regarding the proposed appointment of Directors, and a notice convening the EGM, to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the EGM.

II. PROPOSED APPOINTMENT OF DIRECTORS

On 8 January 2025, the Board resolved to propose to appoint Mr. Sun Jinglin (“Mr. Sun”) as an executive Director, and to propose to appoint each of Mr. Hu Ligang (“Mr. Hu”), Mr. Zu Jing (“Mr. Zu”) and Mr. Xing Yonggang (“Mr. Xing”) as a non-executive Director.

In accordance with the Articles of Association, the above Proposed Appointment of Directors is subject to the approval by the Shareholders at the extraordinary general meeting of the Company.

Upon the approval of the above Proposed Appointment of Directors by the Shareholders, the Company will enter into a service contract with each of them, respectively. The term of office of each of them as a Director will commence from the date of approval by the Shareholders and end on the expiry of the term of the current session of the Board. Pursuant to the Articles of Association, each of them will be subject to retirement by rotation and re-election upon the expiry of his term of office. The remuneration of each of them for serving as a Director will be determined by the Board according to the authorisation granted at the general meeting of the Company and in accordance with the Company’s remuneration standard regarding Directors implemented from time to time. According to the Company’s current remuneration standard, executive Directors will receive remuneration based on the performance appraisal, incentive measures and annual salary standard settlement, and non-executive Directors will not receive any remuneration from the Company.

BIOGRAPHIES OF MR. SUN, MR. HU, MR. ZU AND MR. XING

Mr. Sun Jinglin, aged 47, is a deputy secretary of Party Committee of the Company. Mr. Sun is a PhD candidate, associate chief pharmacist and practicing pharmacist. Mr. Sun previously served as an analyst and a supervisor in the physical and chemical laboratory, and a quality control manager in Beijing Novartis Pharma Co., Ltd., a quality manager in Baxter Healthcare (Tianjin) Co., Ltd., a director of the Inspection Division 2 of the Center for Drug Certification and Management of the State Food and Drug Administration (國家食品藥品監督管理局), a deputy director of the Center for Food and Drug Inspection and a deputy director of the Department of Drug and Cosmetics Supervision of the China Food and Drug Administration (國家食品藥品監督管理總局) and a convenor of the Office for Assessment of the National Regulatory System of Vaccines in the Department of Policies and Regulations of the National Medical Products Administration. Mr. Sun served as the vice president of China National Biotec Group Company Ltd., and has served as a director of Beijing Tiantan Biological Products Corporation Limited (listed on Shanghai Stock Exchange, stock code: 600161) (“BTBP”) since May 2023. Mr. Sun has served as a deputy secretary of Party Committee of the Company since October 2024.

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LETTER FROM THE BOARD

Mr. Hu Ligang, aged 50, is a holder of master’s degree in professional accountancy, a principal senior accountant and a PRC certified public accountant (non-practicing member). Mr. Hu previously served as the supervisor and the deputy director of finance department of China National Medicines Corporation Ltd. (listed on Shanghai Stock Exchange, stock code: 600511) (“SINOPHARM (CNCM LTD)”), the head of the finance department of the Company, the general manager of financial management centre and a director of the finance department of China National Biotec Group Co., Ltd., the financial director of China National Scientific Instruments and Materials Co., Ltd., and the secretary of the board of directors and the financial director of China National Biotec Group Co., Ltd. Mr. Hu has served as a director of BTBP from November 2015 to November 2024, and the deputy director (in charge of the work) of the operation management department (safety, environmental protection and quality management division) of China National Pharmaceutical Group Co., Ltd. (“CNPGC”) since August 2024. Mr. Hu is currently also a director of Sinopharm Group Finance Co., Ltd.

Mr. Zu Jing, aged 54, is a holder of bachelor’s degree in economics and a senior accountant. Mr. Zu previously served as the deputy general manager of the finance department of China National Service Corporation For Chinese Personnel Working Aboard, the deputy general manager and the financial director of Zhongfu Jiayuan Trade Co. (中服嘉遠貿易公司), the general manager of the finance department, the deputy financial director and the financial director of China Sinopharm International Corporation, the financial director of Shanghai Shyndec Pharmaceutical Co., Ltd. (listed on Shanghai Stock Exchange, stock code: 600420) (“SSPC”), and the director of the international cooperation department of CNPGC. Mr. Zu has served as a full-time external director of CNPGC since October 2024.

Mr. Xing Yonggang, aged 48, is a holder of doctor’s degree in law, a senior economist and a solicitor. Mr. Xing previously served as a cadre of SINOPHARM (CNCM LTD), the business supervisor and a senior business supervisor of the office and the legal affairs department, an assistant to director, the deputy director and the director of the legal affairs department of CNPGC, the secretary of the discipline inspection commission of China National Biotec Group Co., Ltd., the deputy general manager and the general legal counsel of China National Pharmaceutical Investment Co., Ltd., and the chairman of the board of supervisors of SSPC. Mr. Xing has served as a full-time external director of CNPGC since October 2024.

Save as disclosed above, as at the Latest Practicable Date, Mr. Sun, Mr. Hu, Mr. Zu and Mr. Xing did not have any relationship with any Director, senior management or substantial or controlling Shareholder of the Company, or have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Save as disclosed above, as at the Latest Practicable Date, Mr. Sun, Mr. Hu, Mr. Zu and Mr. Xing did not hold any other positions in the Company or any of its subsidiaries, or any directorship in other listed companies in the last three years.

Save as disclosed above, the Company is not aware of any other matter that needs to be brought to the attention of the Shareholders or any matter in relation to the Proposed Appointment of Directors that needs to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

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LETTER FROM THE BOARD

Recommendation of the Nomination Committee

The above Proposed Appointment of Directors was proposed by the Nomination Committee according to the nomination procedures for Directors of the Company and based on the needs of the Company and has submitted to the Board for review after considering the Director candidates' relevant qualifications by the Nomination Committee, and will then be submitted by the Board to the EGM for final approval.

The examination procedures of the candidates for Directors are: (1) to collect, or require relevant department of the Company to collect the particulars of the occupation, education, designation, detailed work experience and part-time jobs of the candidates and summarize the same in written materials; (2) to hold the Nomination Committee meetings to examine the qualifications of the candidates in accordance with the requirements applicable to a Director of the Company and to state the opinion and recommendations on appointments in the form of proposals; and (3) to carry out other relevant work arrangement according to decisions of or feedback from the Board.

Relevant proposals will be put forward at the EGM for Shareholders' consideration and approval as ordinary resolutions.

III. EGM

A notice convening the EGM to be held at 9:30 a.m. on Wednesday, 12 February 2025 at Meeting Room 1401, Sinopharm Group Building, No. 385, East Longhua Road, Huangpu District, Shanghai, the PRC is set out at the end of this circular.

For the purpose of holding the EGM, the register of members of the Company (the "Register") will be closed from Friday, 7 February 2025 to Wednesday, 12 February 2025 (both days inclusive) during which period no transfer of Shares of the Company will be registered. In order to be qualified to attend and vote at the EGM, for holders of H Shares of the Company, all transfer documents accompanied by the relevant share certificates must be lodged with the H Shares registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as practicable, and in any event no later than 4:30 p.m. on Thursday, 6 February 2025. The Shareholders whose names appear on the Register on Friday, 7 February 2025 are entitled to attend and vote at the EGM.

A proxy form to be used at the EGM is also enclosed herein and published on the website of the Hong Kong Stock Exchange (www.hkexnews.hk). Shareholders who intend to appoint a proxy to attend the EGM shall complete, sign and return the appropriate proxy form in accordance with the instructions printed thereon.

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LETTER FROM THE BOARD

For holders of H Shares, the proxy form, and if the proxy form is signed by a person under a power of attorney or other authority on behalf of the appointor, a notarially certified copy of that power of attorney or other authority, must be delivered to the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not less than 24 hours before the time for holding the EGM or any adjournment thereof in order for such documents to be valid. For holders of Domestic Shares, the proxy form, and if the proxy form is signed by a person under a power of attorney or other authority on behalf of the appointor, a notarially certified copy of that power of attorney or other authority, must be delivered to the Board Office of the Company in the PRC at Room 1210, Sinopharm Group Building, No. 385, East Longhua Road, Huangpu District, Shanghai, 200023, the PRC, not less than 24 hours before the time for holding the EGM or any adjournment thereof in order for such documents to be valid.

Pursuant to Rule 13.39(4) of the Hong Kong Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The chairman of the meeting will therefore demand a poll for every resolution put to vote at the EGM in accordance with the Articles of Association. An announcement on the poll vote results will be made by the Company after the EGM in the manner prescribed under Rule 13.39(5) of the Hong Kong Listing Rules.

IV. RECOMMENDATION

The Directors consider that all of the aforesaid resolutions are in the interests of the Company and the Shareholders as a whole, and accordingly, recommend the Shareholders to vote in favor of the relevant resolutions to be proposed at the EGM.

Yours faithfully,

By Order of the Board

Sinopharm Group Co. Ltd.

Zhao Bingxiang

Chairman

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NOTICE OF EGM

国药集团

SINOPHARM

國藥控股股份有限公司

SINOPHARM GROUP CO. LTD.*

(A joint stock limited company incorporated in the People's Republic of China with limited liability and carrying on business in Hong Kong as 國控股份有限公司)

(Stock Code: 01099)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of Sinopharm Group Co. Ltd. (the “Company”) will be held at 9:30 a.m. on Wednesday, 12 February 2025 at Meeting Room 1401, Sinopharm Group Building, No. 385, East Longhua Road, Huangpu District, Shanghai, the People’s Republic of China (the “PRC”), for the purpose of considering, and if thought fit, passing the following resolutions:

Ordinary Resolutions

1. To consider and approve (if thought fit) the appointment of Mr. Sun Jinglin as an executive Director of the sixth session of the Board, and to authorize the Board to determine his remuneration and to authorize the Chairman or any executive Director of the Company to enter into the service contract or such other documents or supplemental agreements or deeds with him.

2. To consider and approve (if thought fit) the appointment of Mr. Hu Ligang as a non-executive Director of the sixth session of the Board, and to authorize the Board to determine his remuneration and to authorize the Chairman or any executive Director of the Company to enter into the service contract or such other documents or supplemental agreements or deeds with him.

3. To consider and approve (if thought fit) the appointment of Mr. Zu Jing as a non-executive Director of the sixth session of the Board, and to authorize the Board to determine his remuneration and to authorize the Chairman or any executive Director of the Company to enter into the service contract or such other documents or supplemental agreements or deeds with him.

4. The Company is registered as a non-Hong Kong company under the Hong Kong Companies Ordinance under its Chinese name and the English name “Sinopharm Group Co. Ltd.”.

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NOTICE OF EGM

1. To consider and approve (if thought fit) the appointment of Mr. Xing Yonggang as a non-executive Director of the sixth session of the Board, and to authorize the Board to determine his remuneration and to authorize the Chairman or any executive Director of the Company to enter into the service contract or such other documents or supplemental agreements or deeds with him.

By order of the Board
Sinopharm Group Co. Ltd.
Zhao Bingxiang
Chairman

Shanghai, the PRC
20 January 2025

As at the date of this notice, the executive director of the Company is Mr. Lian Wanyong; the non-executive directors of the Company are Mr. Zhao Bingxiang, Mr. Chen Qiyu, Mr. Wen Deyong, Mr. Li Dongjiu and Ms. Feng Rongli; and the independent non-executive directors of the Company are Mr. Chen Fangruo, Mr. Li Peiyu, Mr. Wu Tak Lung, Mr. Yu Weifeng and Mr. Shi Shenghao.

Notes:

1. In accordance with the Articles of Association, for the purpose of holding the EGM, the register of members of the Company will be closed from Friday, 7 February 2025 to Wednesday, 12 February 2025 (both days inclusive), during which no transfer of Shares of the Company can be registered.

In order to be qualified to attend and vote at the EGM, for holders of H Shares, all transfer documents accompanied by the relevant share certificates must be lodged with the H Shares registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as practicable, and in any event no later than 4:30 p.m. on Thursday, 6 February 2025.

Shareholders whose names appear on the register of members on Friday, 7 February 2025 are entitled to attend and vote at the EGM.

1. Shareholders who are entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote on their behalves. A proxy need not be a Shareholder of the Company.

2. The instrument appointing a proxy must be in writing under the hand of a Shareholder or his attorney duly authorised in writing. If the Shareholder is a legal person, that instrument must be executed either under its seal or under the hand of its director or other attorney duly authorised to sign the same.

3. In order to be valid, the proxy form must be deposited, for the holders of H Shares, to the H Shares registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, or for the holders of Domestic Shares, to the Board Office of the Company in the PRC not less than 24 hours before the time appointed for holding the EGM or any adjourned thereof. If the proxy form is signed by a person under a power of attorney or other authority, a notarially certified copy of that power of attorney or other authority shall be deposited at the same place as mentioned in the proxy form. Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the EGM or any adjourned meetings should you so wish.

4. Individual Shareholders shall produce their identity documents and supporting documents in respect of the shares of the Company held when attending the EGM. If corporate Shareholders appoint authorised representative to attend the EGM, the authorised representative shall produce his/her identity documents and a notarially certified copy of the

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NOTICE OF EGM

relevant authorisation instrument signed by the board of directors or other authorised parties of the corporate Shareholders or other notarially certified documents allowed by the Company. Proxies shall produce their identity documents and the proxy form signed by the Shareholders or their attorney when attending the EGM.

1. The EGM is expected to take less than half a day. Shareholders attending the EGM shall be responsible for their own travel and accommodation expenses.

2. Contact details of the Board Office of the Company in the PRC are as follows:

Address: Room 1210, Sinopharm Group Building, No. 385, East Longhua Road, Huangpu District, Shanghai 200023, the PRC
Telephone No.: (86 21) 2305 2147
Fax No.: (86 21) 2305 2146

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