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Sinopharm Group Co. Ltd. Proxy Solicitation & Information Statement 2026
49684_rns_2026-05-27_ed47ccab-4965-4007-a649-05332fee96e2.pdf
Proxy Solicitation & Information Statement
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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.
國葡控股股份有限公司
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 DELEGATION OF POWER OF PROVISION OF GUARANTEES FOR SUBSIDIARIES TO THE BOARD
(2) GENERAL MANDATE TO ISSUE NEW SHARES
(3) GENERAL MANDATE TO REPURCHASE H SHARES
(4) APPLICATION FOR EXTENDING THE VALIDITY PERIOD OF THE REGISTRATION NOTICE OF NON-FINANCIAL CORPORATE DEBT FINANCING INSTRUMENTS
(5) NOTICE OF AGM
(6) NOTICE OF H SHAREHOLDERS' CLASS MEETING AND
(7) NOTICE OF DOMESTIC SHAREHOLDERS' CLASS MEETING
A letter from the Board is set out on pages 3 to 10 of this circular. The notices convening the AGM, the H Shareholders' Class Meeting and the Domestic Shareholders' Class Meeting to be held at Meeting Room 1401, Sinopharm Group Building, No. 385, East Longhua Road, Huangpu District, Shanghai, the PRC at 9:00 a.m., 10:00 a.m. (or immediately after the conclusion of the AGM) and 10:15 a.m. (or immediately after the conclusion of the H Shareholders' Class Meeting) on Thursday, 18 June 2026, respectively, are 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 above meeting(s) shall complete and return the form of proxy in accordance with the instructions printed thereon. The form of proxy 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 form of proxy is signed by an attorney of the appointor, the power of attorney authorizing that attorney to sign, or other document of authorization, must be notarially certified.
In the case of joint holders of 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 AGM and the Class Meetings either in person or by proxy in respect of such Shares.
For holders of H Shares, please return the form of proxy 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 respective time appointed for holding the AGM and the H Shareholders' Class Meeting or any adjournment thereof. For holders of Domestic Shares, please return the form of proxy together with any documents of authority to the office of the Company in the PRC at Room 1413, 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 respective time appointed for holding the AGM and the Domestic Shareholders' Class Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM, the H Shareholders' Class Meeting or the Domestic Shareholders' Class Meeting, or any adjournment thereof should you so wish.
28 May 2026
- 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."
CONTENTS
Page
DEFINITIONS 1
LETTER FROM THE BOARD 3
I. INTRODUCTION 4
II. PROPOSED RE-APPOINTMENT OF AUDITORS 4
III. PROPOSED DELEGATION OF POWER OF PROVISION OF GUARANTEES FOR SUBSIDIARIES TO THE BOARD 5
IV. GENERAL MANDATE TO ISSUE NEW SHARES 5
V. GENERAL MANDATE TO REPURCHASE H SHARES 6
VI. APPLICATION FOR EXTENDING THE VALIDITY PERIOD OF THE REGISTRATION NOTICE OF NON-FINANCIAL CORPORATE DEBT FINANCING INSTRUMENTS 8
VII. AGM, H SHAREHOLDERS' CLASS MEETING AND DOMESTIC SHAREHOLDERS' CLASS MEETING 9
VIII. RECOMMENDATION 10
APPENDIX EXPLANATORY STATEMENT 11
NOTICE OF AGM 15
NOTICE OF H SHAREHOLDERS' CLASS MEETING 21
NOTICE OF DOMESTIC SHAREHOLDERS' CLASS MEETING 24
DEFINITIONS
In this circular, unless the context otherwise requires, the following terms shall have the following meanings:
"AGM"
the annual 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 9:00 a.m. on Thursday, 18 June 2026
"Articles of Association"
the articles of association of the Company
"Board"
the board of directors of the Company
"Class Meetings"
the H Shareholders' Class Meeting and the Domestic Shareholders' Class Meeting
"Company"
Sinopharm Group Co. Ltd. (國藥控股股份有限公司), a joint stock limited company incorporated in the PRC with limited liability, whose H Shares are listed and traded on the Hong Kong Stock Exchange
"Company Law of the PRC"
the Company Law of the People's Republic of China
"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
"Domestic Shareholders' Class Meeting"
the Domestic Shareholders' class 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 10:15 a.m. (or immediately after the conclusion of the H Shareholders' Class Meeting) on Thursday, 18 June 2026
"Group"
the Company and its subsidiaries
"Hong Kong"
the Hong Kong Special Administrative Region of the PRC
"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
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DEFINITIONS
| “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 |
|---|---|
| “H Shareholders’ Class Meeting” | the H Shareholders’ class 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 10:00 a.m. (or immediately after the conclusion of the AGM) on Thursday, 18 June 2026 |
| “Issue General Mandate” | the general mandate to issue new Shares proposed to be granted to the Board at the AGM |
| “Issue General Mandate Resolution” | the special resolution to be proposed to the Shareholders at the AGM in relation to the Issue General Mandate |
| “Latest Practicable Date” | 22 May 2026, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular |
| “PRC” | the People’s Republic of China which, for the purpose of this circular, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan Province |
| “Repurchase General Mandate” | a general mandate proposed to be granted to the Board at the AGM and the Class Meetings to repurchase the H Shares in issue |
| “Repurchase General Mandate Resolution” | the special resolution to be proposed to the Shareholders at the AGM and the Class Meetings in relation to the Repurchase General Mandate |
| “RMB” | Renminbi, the lawful currency of the PRC |
| “SAFE” | State Administration of Foreign Exchange |
| “SFO” | the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) |
| “Shareholder(s)” | the shareholder(s) of the Company |
| “Share(s)” | Domestic Share(s) and/or H Share(s) of the Company |
| “Takeovers Code” | Code on Takeovers and Mergers |
| “treasury shares” | has the meaning ascribed to it under the Hong Kong Listing Rules |
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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. Jin Bin
Mr. Chen Qiyu
Mr. Zu Jing
Mr. Xing Yonggang
Mr. Ma Yue
Mr. Chen Yuqing
Mr. Wen Deyong
Ms. Li Ying
Executive Directors:
Mr. Lian Wanyong
Mr. Yang Binghua
Independent non-executive Directors:
Mr. Li Peiyu
Mr. Wu Tak Lung
Mr. Yu Weifeng
Mr. Shi Shenghao
Mr. Chen Weiru
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
28 May 2026
- 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."
LETTER FROM THE BOARD
To the Shareholders
Dear Sir or Madam,
(1) PROPOSED DELEGATION OF POWER OF PROVISION OF GUARANTEES FOR SUBSIDIARIES TO THE BOARD
(2) GENERAL MANDATE TO ISSUE NEW SHARES
(3) GENERAL MANDATE TO REPURCHASE H SHARES
(4) APPLICATION FOR EXTENDING THE VALIDITY PERIOD OF THE REGISTRATION NOTICE OF NON-FINANCIAL CORPORATE DEBT FINANCING INSTRUMENTS
(5) NOTICE OF AGM
(6) NOTICE OF H SHAREHOLDERS' CLASS MEETING AND
(7) NOTICE OF DOMESTIC SHAREHOLDERS' CLASS MEETING
I. INTRODUCTION
The purpose of this circular is to provide you with detailed information regarding, among others, (i) proposed re-appointment of auditors; (ii) proposed delegation of power of provision of guarantees for subsidiaries to the Board; (iii) general mandate to issue new Shares; (iv) general mandate to repurchase H Shares; (v) application for extending the validity period of the registration notice of non-financial corporate debt financing instruments; and (vi) notices convening the AGM and the Class Meetings to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the AGM and the Class Meetings.
II. PROPOSED RE-APPOINTMENT OF AUDITORS
Based on the recommendation of the audit committee, the Board resolved to seek Shareholders' approval for appointment of Confucius International CPA Limited and Pan-China Certified Public Accountants LLP (collectively, "Pan-China") as the international auditor and the domestic auditor of the Company for the year of 2026 (the "Auditors for the Year of 2026") respectively, each to hold office until the conclusion of the next annual general meeting of the Company, and to ratify and confirm their remunerations determined by the audit committee. When recommending the appointment of Pan-China as the Auditors for the Year of 2026, the audit committee and the Board considered the background, scale, qualifications, competence, experience, resource allocation, diversified service capabilities and other aspects of Pan-China, and were of the view that Pan-China was qualified and suitable to serve as the Auditors for the Year of 2026.
Based on the fee level for the annual audit services in the most recent year and the fee standards determined by Pan-China's audit workload, the change in the Company's scale, the number of personnel and days required by the nature and complexity of the audit services provided by Pan-China and the professional competence of the practicing personnel and under the principle of fairness and reasonableness, the parties have agreed that the estimated audit service fee (inclusive of tax) for
2026 will range from RMB24.00 million to RMB27.50 million. Such fee is determined primarily based on following assumptions: (i) the Company expects its overall business operation to remain stable in 2026 with steady growth in operating income and profit scale compared to 2025; (ii) in the absence of any material merger and acquisition, the expected audit scope and audit plan for the year of 2026 remain consistent with that of prior years, without any material changes; and (iii) in order to make early preparations for the adoption of the new accounting standards, it is expected that the working hours and resources to be devoted by the Company's auditors will increase.
The term of service of Pan-China will commence from the date on which the relevant resolution is approved by the Shareholders at the AGM up to the date of the next annual general meeting of the Company. The proposed appointment of the Auditors for the Year of 2026 is subject to the approval of the Shareholders at the AGM.
Relevant proposal will be put forward at the AGM for Shareholders' consideration and approval as an ordinary resolution.
III. PROPOSED DELEGATION OF POWER OF PROVISION OF GUARANTEES FOR SUBSIDIARIES TO THE BOARD
In order to further clarify the authority of the Board in respect of the relevant guarantees and facilitate and improve the efficiency of the business operation of the Company and its subsidiaries, the Board resolved to seek the Shareholders' approval for delegation of power of provision of guarantees for subsidiaries of the Company to the Board with an aggregate guarantee amount of not more than 30% of the latest audited total assets of the Company over a period of 12 months. The guarantee matters mainly include but not limited to comprehensive banking facility. The delegation shall take effect from the date of approval of such resolution at the AGM until the date of next annual general meeting. If the above delegation is not consistent with, collides with or conflicts with the requirements under the Hong Kong Listing Rules or other requirements of the Hong Kong Stock Exchange, the requirements under the Hong Kong Listing Rules or other requirements of the Hong Kong Stock Exchange should be followed.
Relevant proposal will be put forward at the AGM for Shareholders' consideration and approval as an ordinary resolution.
IV. GENERAL MANDATE TO ISSUE NEW SHARES
The Board resolved to seek the Shareholders' approval for obtaining the Issue General Mandate, which is an unconditional general mandate to separately or concurrently allot, issue and/or deal with or agreed conditionally or unconditionally to issue, allot and/or deal with (whether pursuant to an option or otherwise, and including sale and transfer of treasury shares) Domestic Shares and/or H Shares not exceeding 20% of the aggregate nominal amount of the existing issued Shares of such class (excluding any treasury shares) as at the date on which such Issue General Mandate Resolution is approved by the Shareholders. As at the Latest Practicable Date, there were 1,778,845,451 Domestic Shares and 1,341,810,740 H Shares in issue. Therefore, a maximum of 355,769,090 Domestic Shares and/or 268,362,148 H Shares, representing 20% of the number of each of the
existing issued Domestic Shares and/or H Shares, can be separately or concurrently allotted, issued and/or dealt with (including sale and transfer of treasury shares) by the Board pursuant to the general mandate to be granted by the Shareholders.
The Board also resolved to seek Shareholders' authorization that contingent on the Board's resolving to issue shares pursuant to the Issue General Mandate, the Board be and is hereby authorized to approve, execute, make and procure to execute and make all such documents, deeds and matters as it may consider relevant in connection with the issue of such new shares (including, but not limited to, determining the time and place of issue, making all necessary applications to the relevant authorities and entering into underwriting agreement(s) or any other agreement(s)), to determine the use of proceeds and to make all necessary filings and registrations with the relevant PRC, Hong Kong and other authorities, and to make such amendments to the Articles of Association as it thinks fit so as to reflect the increase in the registered capital of the Company and the new share capital structure.
The Board will only exercise its authority under the Issue General Mandate in accordance with the Company Law of the PRC, the Hong Kong Listing Rules (as amended from time to time) and the requirements of the relevant PRC regulatory authorities. Subject to the approval of the Shareholders, the Company may utilize the general mandate to sell or transfer treasury shares based on the market condition and the needs of the Group. The Directors believe that it is in the best interests of the Company and the Shareholders to grant the Issue General Mandate to the Board to issue new Shares, and the ability to do so would give the Board the flexibility to capture the right timing.
The Issue General Mandate will end on the earliest of (i) the expiration date of 12 months following the passing of the relevant resolution; (ii) the conclusion of the next annual general meeting following the passing of the relevant resolution; or (iii) the date upon which such authority is revoked or amended by a special resolution of the Shareholders at a general meeting.
Relevant proposal will be put forward at the AGM for Shareholders' consideration and approval as a special resolution.
V. GENERAL MANDATE TO REPURCHASE H SHARES
The Company Law of the PRC (to which the Company is subject) provides that a joint stock limited company incorporated in the PRC may not repurchase its shares except under any of the following circumstances: (a) in order to reduce the registered capital of the company; (b) merger with another company holding shares in the Company; (c) the shares are used for employee stock ownership plan or equity incentives; (d) a shareholder requests the Company to purchase the shares held by him/her since he/she objects to a resolution of the shareholders' meeting on the combination or division of the Company; (e) the shares are used for converting convertible corporate bonds issued by the listed company; or (f) when it is necessary for the listed company to preserve its value and shareholders' rights and interests. The Articles of Association of the Company provides that the Company may, subject to procedures of its Articles of Association and approval of the relevant competent authorities of the PRC, repurchase its issued shares under the following circumstances: (a) cancellation of shares in order to reduce its capital; (b) merger with another company holding shares in the Company; (c) granting shares as rewards to the employees of the Company; (d) any shareholder requiring the
Company to repurchase his/her/its shares in the event that such shareholder disagrees with any merger or division resolution passed at a general meeting; or (e) other circumstances permitted by the laws and administrative regulations.
The Hong Kong Listing Rules permits shareholders of a PRC joint stock limited company to grant a general mandate to its directors to repurchase H shares of such company that are listed on the Hong Kong Stock Exchange. In accordance with the Articles of Association, such mandate is required to be given by way of a special resolution passed by shareholders at a general meeting and a special resolution passed by holders of domestic shares and overseas listed foreign shares at separate class meetings.
As H Shares are traded on the Hong Kong Stock Exchange in Hong Kong dollars and the price payable by the Company upon any repurchase of H Shares shall, therefore, be paid in Hong Kong dollars, the payment of the repurchase price is subject to the approval of SAFE or entities authorised by it. Besides, the Company will handle the registration for the changes, filing and/or obtain approval (if required) in accordance with applicable relevant laws, regulations and the listing rules of the place where the Company is listed after repurchasing its H Shares.
In accordance with relevant requirements of the Articles of Association and the Company Law of the PRC, the Company will have to notify its creditors within 10 days after the date passing the resolution to reduce registered capital of the Company and also make an announcement in newspapers or other statutory platforms within 30 days after the passing of such resolution. A creditor shall have the right to demand the Company to settle its debts or provide a corresponding guarantee according to the requirements of the Company Law of the PRC.
In order to provide more flexibility to the Directors to repurchase H Shares, a special resolution will be proposed at the AGM and the Class Meetings to grant to the Board the Repurchase General Mandate. The Board is authorized to, in compliance with all applicable laws and regulations promulgated by the PRC government or securities regulatory authorities and the Hong Kong Stock Exchange, exercise all powers of the Company to repurchase H Shares on terms that it deems appropriate during the authorization period and be authorized to (including but not limited to the following): (i) determine detailed repurchase plan, including but not limited to repurchase price, number of shares to repurchase, timing of repurchase and period of repurchase, etc.; (ii) open overseas share accounts and carry out the foreign exchange approval and the registration procedures for the changes in foreign exchange in relation to transmission of repurchase fund outbound; (iii) decide to cancel the repurchased H Shares or hold such H Shares by way of treasury shares based on the market condition and the capital management needs of the Group at the relevant time of the repurchase; (iv) carry out cancellation procedures for repurchased shares to reduce registered capital of the Company and make corresponding amendments to the Articles of Association of the Company as it thinks fit and necessary in order to reflect the reduction of the registered capital of the Company pursuant to the provisions of the Articles of Association if it decided to cancel such repurchased H Shares; and (v) carry out any other necessary actions and deal with any necessary matters in order to repurchase relevant shares in accordance with the Repurchase General Mandate.
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In accordance with the Repurchase General Mandate, the total number of H Shares repurchased during the authorization period shall not exceed 10% of the total number of H Shares in issue of the Company (excluding any treasury shares) as at the date when the Repurchase General Mandate Resolution is approved by the Shareholders.
The Board will only exercise such authority in accordance with the Hong Kong Listing Rules (amended from time to time), relevant PRC laws and regulations and the Articles of Association and, if applicable, with the approval of all the competent regulatory authorities.
The Repurchase General Mandate will be conditional upon the passing of the Repurchase General Mandate Resolution at the AGM and the Class Meetings. Such Repurchase General Mandate, if approved, will lapse at the earliest of: (i) the conclusion of the next annual general meeting of the Company following the passing of the Repurchase General Mandate Resolution at the AGM and the Class Meetings; or (ii) the date on which the authority granted to the Board by the Repurchase General Mandate Resolution is cancelled or amended by a special resolution of Shareholders at a general meeting, or a special resolution of class Shareholders at their respective class meeting.
The Repurchase General Mandate is in accordance with the Hong Kong Listing Rules, the Articles of Association and the applicable laws, rules and regulations of the government and regulatory authorities of the PRC. The Repurchase General Mandate Resolution is set out as resolution 10 in the notice of AGM and resolution 1 in the notice of H Shareholders' Class Meeting and the notice of Domestic Shareholders' Class Meeting, respectively, which are appended to this circular.
An explanatory statement containing information regarding the Repurchase General Mandate is set out in Appendix to this circular.
Relevant proposal will be put forward at the AGM and the Class Meetings for Shareholders' consideration and approval as a special resolution.
VI. APPLICATION FOR EXTENDING THE VALIDITY PERIOD OF THE REGISTRATION NOTICE OF NON-FINANCIAL CORPORATE DEBT FINANCING INSTRUMENTS
References are made to the circular of the Company dated 24 May 2024 and the announcement of the Company dated 13 June 2024, in relation to the proposal and Shareholders' resolution regarding approving matters relating to centralized registration for the issuance of non-financial corporate debt financing instruments (TDFI) in the PRC by the Company.
On 19 July 2024, the Company's non-financial corporate debt financing instruments (TDFI) for 2024 to 2026 obtained the Notice of Acceptance for Registration (Zhong Shi Xie Zhu (中市協注) [2024] No. TDFI28) (the "Registration Notice") issued by the National Association of Financial Market Institutional Investors (the "NAFMII") with the validity period for registration of two years, expiring on 19 July 2026.
Pursuant to the Notice on Matters Concerning the Optimization of the Mechanism of Mature Enterprises for Debt Financing Instruments (《關於優化債務融資工具成熟層企業機制有關事項的通知》) (Zhong Shi Xie Fa (中市協發) [2025] No. 182) (the "Notice") issued by the NAFMII and in
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order to further enhance the quality and efficiency of the registration for the issuance and strengthen the ability to serve the real economy, the NAFMII has further optimized the service facilitation mechanism for mature enterprises based on the Working Procedures for the Registration of Non-Financial Corporate Debt Financing Instruments (2023 Edition) (《非金融企業債務融資工具註冊工作規程 (2023版)》）(NAFMII Announcement [2023] No. 15).
Pursuant to the specific provisions of the Notice, under the centralized registration model, the validity period of the Registration Notice for first-tier enterprises shall be extended from two years to three years. At the same time, the Notice required that projects which have already completed registration shall ensure a smooth transition in connection with the new policy. The Company qualifies as a first-tier mature enterprise.
In view of the above new regulations and in order to ensure the smooth operation of the financing channel, the Company proposed to apply for changing the Registration Notice to extend the validity period of the Registration Notice from two years to three years, expiring on 19 July 2027, with all other registration elements remaining unchanged.
Relevant proposal will be put forward at the AGM for Shareholders' consideration and approval as a special resolution.
VII. AGM, H SHAREHOLDERS' CLASS MEETING AND DOMESTIC SHAREHOLDERS' CLASS MEETING
The notices convening the AGM, the H Shareholders' Class Meeting and the Domestic Shareholders' Class Meeting to be held at 9:00 a.m., 10:00 a.m. (or immediately after the conclusion of the AGM) and 10:15 a.m. (or immediately after the conclusion of the H Shareholders' Class Meeting) on Thursday, 18 June 2026 at Meeting Room 1401, Sinopharm Group Building, No. 385, East Longhua Road, Huangpu District, Shanghai, the PRC are set out at the end of this circular.
Form of proxies to be used at the AGM, the H Shareholders' Class Meeting and the Domestic Shareholders' Class Meeting are also enclosed herein and published on the HKEXnews website of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk). Shareholders who intend to appoint a proxy to attend the above meeting(s) shall complete and return the appropriate form of proxy in accordance with the instructions printed thereon.
For holders of H Shares, the form of proxy, and if the form of proxy 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 respective time for holding the AGM and the H Shareholders' Class Meeting or any adjournment thereof in order for such documents to be valid. For holders of Domestic Shares, the form of proxy, and if the form of proxy 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 office of the Company in
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the PRC at Room 1413, Sinopharm Group Building, No. 385, East Longhua Road, Huangpu District, Shanghai, not less than 24 hours before the respective time for holding the AGM and the Domestic Shareholders' Class Meeting or any adjournment thereof in order for such documents to be valid.
Pursuant to the Articles of Association, for the purpose of holding the AGM and the Class Meetings, the register of members of the Company will be closed from Monday, 15 June 2026 to Thursday, 18 June 2026 (both days inclusive), during which period no transfer of Shares will be registered. Shareholders whose names appear on the register of members of the Company on Monday, 15 June 2026 are entitled to attend and vote at the AGM, and holders of the corresponding class of Shares whose names appear on the register of members of the Company on the same day are eligible to attend and vote at the H Shareholders' Class Meeting and the Domestic Shareholders' Class Meeting, respectively.
In order to attend the AGM and the H Shareholders' Class Meeting, holders of H Shares shall lodge all transfer documents together with the relevant Share certificates to Computershare Hong Kong Investor Services Limited, the Company's H Share registrar, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Friday, 12 June 2026.
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 AGM and the Class Meetings in accordance with the Articles of Association. An announcement on the poll vote results will be made by the Company after the AGM and the Class Meetings in the manner prescribed under Rule 13.39(5) of the Hong Kong Listing Rules.
VIII. RECOMMENDATION
The Directors consider that 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 AGM and the Class Meetings.
Yours faithfully,
By Order of the Board
Sinopharm Group Co. Ltd.
Jin Bin
Chairman
APPENDIX
EXPLANATORY STATEMENT
In accordance with the Hong Kong Listing Rules, this appendix serves as the explanatory statement to provide you with requisite information reasonably necessary to enable you to make an informed decision on whether to vote for or against the special resolution to be proposed at the AGM and the Class Meetings for the granting of the Repurchase General Mandate to the Board.
SECURITIES REPURCHASE GENERAL MANDATE
Reasons for Repurchasing H Shares
The Board considered that the repurchase of the H Shares would be in the best interests of the Company and its Shareholders as a whole. It can strengthen the investors' confidence in the Company and promote a positive effect on maintaining the Company's reputation in the capital market. Such repurchases will only be made when the Board believes that such repurchases will benefit the Company and its Shareholders as a whole.
Registered Capital
As at the Latest Practicable Date, the registered capital of the Company was RMB3,120,656,191, comprising 1,341,810,740 H Shares with a nominal value of RMB1.00 each and 1,778,845,451 Domestic Shares with a nominal value of RMB1.00 each.
Exercise of the Repurchase General Mandate
Subject to the passing of the special resolution 10 as set out in the notice of AGM and the special resolution 1 as set out in the notice of H Shareholders' Class Meeting and the notice of Domestic Shareholders' Class Meeting, respectively, the Board will be granted the Repurchase General Mandate until the earliest of:
(i) the conclusion of the next annual general meeting of the Company following the passing of the Repurchase General Mandate Resolution at the AGM and the Class Meetings; or
(ii) the date on which the authority granted to the Board by the Repurchase General Mandate Resolution is cancelled or amended by a special resolution of Shareholders at a general meeting, or a special resolution of class Shareholders at their respective class meeting.
(hereinafter referred to as the "Relevant Period").
The Company shall exercise the Repurchase General Mandate in accordance with all applicable laws and regulations promulgated by the Chinese government or securities regulatory authorities and the Hong Kong Stock Exchange. The Company will handle the registration for the changes, filing and/or obtain approval (if required) in accordance with applicable relevant laws, regulations and the listing rules of the place where the Company is listed after repurchasing its H Shares.
The exercise in full of the Repurchase General Mandate (on the basis of 1,341,810,740 H Shares in issue (excluding any treasury shares) as at the Latest Practicable Date and no H Shares will be allotted and issued or repurchased by the Company on or prior to the date of the AGM and the Class Meetings) would result in
APPENDIX
EXPLANATORY STATEMENT
a maximum of 134,181,074 H Shares being repurchased by the Company during the Relevant Period, being the maximum of 10% of the total H Shares in issue (excluding any treasury shares) repurchased as at the date of passing the relevant resolution.
Funding of Repurchases
In repurchasing its H Shares, the Company intends to apply funds from the Company’s internal resources (which may include surplus funds and retained profits) legally available for such purpose in accordance with the Articles of Association and the applicable laws, rules and regulations of the PRC.
The Company is empowered by its Articles of Association to repurchase its H Shares. Any repurchases by the Company may only be made out of either the funds of the Company that would otherwise be available for dividend or distribution or out of the proceeds of issue of new shares made for such purpose. The Company may not purchase securities on the Hong Kong Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Hong Kong Stock Exchange from time to time.
GENERAL INFORMATION
The Directors consider that there would not be a material adverse impact on the working capital or on the gearing position of the Company in the event that the Repurchase General Mandate is exercised in full at any time during the proposed repurchase period (as compared with the position disclosed in the latest published audited accounts of the Company for the year ended 31 December 2025). However, the Directors do not propose to exercise the Repurchase General Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels of the Company. The number of H Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time having regard to the circumstances then prevailing, in the best interests of the Company.
The Directors will exercise the powers of the Company to repurchase H Shares under the Repurchase General Mandate in accordance with the Hong Kong Listing Rules, the Articles of Association and the applicable laws, rules and regulations of the PRC, where applicable. If the Company repurchases H Shares, the Company may cancel the repurchased H Shares or hold such H Shares by way of treasury shares based on the market condition and the capital management needs of the Group at the relevant time of the repurchase. Neither this explanatory statement nor the Repurchase General Mandate has any unusual features.
APPENDIX
H SHARES PRICES
The highest and lowest prices at which the H Shares have been traded on the Hong Kong Stock Exchange during each of the 12 months preceding the Latest Practicable Date were as follows:
| | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2025 | | |
| May | 19.14 | 17.86 |
| June | 19.38 | 18.14 |
| July | 19.84 | 18.32 |
| August | 19.97 | 18.42 |
| September | 19.28 | 18.08 |
| October | 19.68 | 18.20 |
| November | 21.66 | 19.21 |
| December | 20.82 | 19.29 |
| 2026 | | |
| January | 21.46 | 19.31 |
| February | 22.34 | 20.58 |
| March | 21.74 | 19.26 |
| April | 22.08 | 18.10 |
| May (up to the Latest Practicable Date) | 18.73 | 17.51 |
H SHARES REPURCHASED BY THE COMPANY
No repurchase of H Shares has been made by the Company within 6 months preceding the date of the circular (whether on the Hong Kong Stock Exchange or otherwise).
DISCLOSURE OF INTERESTS
If as a result of repurchase of H Shares by the Company, a substantial shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. Accordingly, a shareholder, or a group of shareholders acting in concert, could obtain or consolidate control of the Company or further become obligated to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, China National Pharmaceutical Group Co., Ltd. ("CNPGC") held directly and indirectly through Sinopharm Industrial Investment Co., Ltd. ("Sinopharm Investment") approximately 57.00% of the Company's total registered capital, among which, Sinopharm Investment held directly approximately 50.36% of the Company's total registered capital. Such interests in the Company are notifiable under Part XV of the SFO. In the event that the Board exercises in full the power to repurchase H Shares in accordance with the terms of the Repurchase General Mandate proposed at the AGM and the Class Meetings, the total interests of CNPGC and Sinopharm Investment in the total registered capital of the Company would be increased to approximately 59.56% and 52.62%, respectively. The Board is not aware of
APPENDIX
any consequences which will arise under the Takeovers Code and/or any similar applicable law, as a result of any purchases to be made under the Repurchase General Mandate. Moreover, the Board will not make H Share repurchase on the Hong Kong Stock Exchange if repurchase of H Shares would result in less than 25% of the total registered capital of the Company in the public hands.
None of the Directors nor, to the best of their knowledge, having made all reasonable enquiries, any of their close associates (as defined in the Hong Kong Listing Rules) presently intends to sell H Shares to the Company under the Repurchase General Mandate in the event that the Repurchase General Mandate is approved by the Shareholders and the conditions (if any) to which the Repurchase General Mandate are fulfilled.
The Company has not been notified by any core connected persons (as defined in the Hong Kong Listing Rules) of the Company that they have a present intention to sell any H Shares to the Company, or that they have undertaken not to sell any H Shares held by them to the Company in the event that the Repurchase General Mandate is approved by the Shareholders and the conditions (if any) to which the Repurchase General Mandate are fulfilled.
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NOTICE OF AGM
国药集团
SINOPHARM
國藥控股股份有限公司
SINOPHARM GROUP CO. LTD.*
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that an annual general meeting for the year 2025 (the “AGM”) of Sinopharm Group Co. Ltd. (the “Company”) will be held at 9:00 a.m. on Thursday, 18 June 2026 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
- To consider and approve the report of the board of directors of the Company (the “Board”) for the year ended 31 December 2025.
- To consider and approve the report of the supervisory committee of the Company (the “Supervisory Committee”) for the year ended 31 December 2025.
- To consider and approve the audited financial statements and the auditors’ report of the Company and its subsidiaries for the year ended 31 December 2025.
- To consider and approve the profit distribution plan and payment of the final dividend for the year ended 31 December 2025.
- To consider and authorize the Board to determine the remuneration of the directors of the Company (the “Directors”) for the year ending 31 December 2026.
-
To consider and authorize the Supervisory Committee to determine the remuneration of the supervisors of the Company for the year ending 31 December 2026.
-
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NOTICE OF AGM
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To consider and approve the appointment of Confucius International CPA Limited and Pan-China Certified Public Accountants LLP as the international auditor and the domestic auditor of the Company respectively, each to hold office until the conclusion of the next annual general meeting of the Company, and to ratify and confirm their remunerations determined by the audit committee of the Board.
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To consider and approve the delegation of power of provision of guarantees for subsidiaries of the Company to the Board with an aggregate guarantee amount of not more than 30% of the latest audited total assets of the Company over a period of 12 months and a valid period from the date of approval of such resolution at the AGM till the date of next annual general meeting; and if the above delegation is not consistent with, collides with or conflicts with the requirements under the Rules Governing the Listing of Securities (the "Hong Kong Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange") or other requirements of the Hong Kong Stock Exchange, the requirements under the Hong Kong Listing Rules or other requirements of the Hong Kong Stock Exchange should be followed.
SPECIAL RESOLUTIONS
- To consider and approve the granting of a general mandate to the Board to issue new shares:
"THAT:
(a) subject to sub-paragraphs (i) to (iii) below, the Board be and is hereby granted an unconditional general mandate to separately or concurrently allot, issue and/or deal with ordinary shares in the share capital of the Company, with a nominal value of RMB1.00 each, which are subscribed for and fully paid up in Renminbi by PRC nationals and/or PRC incorporated entities (the "Domestic Shares") and/or overseas-listed foreign invested ordinary shares of par value of RMB1.00 each in the share capital of the Company, which are listed on the Hong Kong Stock Exchange (the "H Shares"), and to sell or transfer any treasury shares, and to make or grant offers, agreements or options (including bonds, warrants and securities or debentures convertible into shares), and rights to exchange or convert into shares in respect thereof:
(i) such mandate shall not extend beyond the Relevant Period save that the Board may during the Relevant Period make or grant offers, agreements or options (including bonds, warrants and securities or debentures convertible into shares), and rights to exchange or convert into shares which might require the exercise of such powers after the end of the Relevant Period;
(ii) the aggregate nominal amount of Domestic Shares and/or H Shares to be allotted, issued and/or dealt with or agreed conditionally or unconditionally to be issued, allotted and/or dealt with (whether pursuant to an option or otherwise, and including sale and transfer of treasury shares) by the Board shall not exceed 20% of the aggregate nominal amount of the existing issued shares of such class (excluding any treasury shares) as at the date on which this resolution is passed; and
- 16 -
(iii) the Board will only exercise its power under such mandate in accordance with the Company Law of the PRC and the Hong Kong Listing Rules (as amended from time to time) and the requirements of the relevant PRC regulatory authorities;
(b) for the purpose of this resolution:
“Relevant Period” means the period from the date of passing this resolution until the earliest of:
(i) the conclusion of the next annual general meeting of the Company following the passing of this resolution;
(ii) the expiration of the 12-month period following the passing of this resolution; or
(iii) the date on which the authority granted to the Board set out in this resolution is revoked or amended by a special resolution of the shareholders of the Company (the “Shareholders”) at a general meeting; and
(c) contingent on the Board’s resolving to issue shares pursuant to sub-paragraph (a) of this resolution, the Board be and is hereby authorized to approve, execute and do or procure to be executed and done, all such documents, deeds and things as it may consider relevant in connection with the issue of such new shares including, but not limited to, determining the time and place of issue, making all necessary applications to the relevant authorities and entering into an underwriting agreement (or any other agreement), to determine the use of proceeds, and to make all necessary filings and registrations with the relevant PRC, Hong Kong and other authorities and make such amendments to the Articles of Association as it thinks fit so as to reflect the increase in the registered capital of the Company and the new share capital structure of the Company.”
- To consider and approve the granting of a general mandate to the Board to repurchase H Shares, during the Relevant Period (as defined in paragraph (c) below):
“THAT:
(a) in accordance with all applicable laws and regulations promulgated by the Chinese government or securities regulatory authorities and the Hong Kong Stock Exchange and on such terms as it shall think fit, repurchase the H Shares not exceeding 10% of the total number of the H Shares in issue (excluding any treasury shares) as at the date when this resolution is passed;
(b) the Board be authorized to (including but not limited to the following):
(i) determine detailed repurchase plan, including but not limited to repurchase price, number of shares to repurchase, timing of repurchase and period of repurchase, etc.;
(ii) open overseas share accounts and carry out the foreign exchange approval and the registration procedures for the changes in foreign exchange in relation to transmission of repurchase fund overseas;
(iii) decide to cancel the repurchased H Shares or hold such H Shares by way of treasury shares based on the market condition and the capital management needs of the Group at the relevant time of the repurchase;
(iv) carry out cancellation procedures for repurchased shares to reduce registered capital of the Company and make corresponding amendments to the Articles of Association as it thinks fit and necessary in order to reflect the reduction of the registered capital of the Company pursuant to the provisions of the Articles of Association if it decides to cancel such repurchased H Shares; and
(v) carry out any other necessary actions and deal with any necessary matters in order to repurchase relevant shares in accordance with paragraph (a) of this special resolution.
(c) For the purposes of this special resolution, “Relevant Period” means the period from the passing of this special resolution until the earliest of:
(i) the conclusion of the next annual general meeting of the Company following the passing of this resolution; or
(ii) the date on which the authority granted to the Board set out in this resolution is revoked or amended by a special resolution of the Shareholders at a general meeting or a special resolution of the class Shareholders at the respective class meeting.”; and
- To consider and approve the application for extending the validity period of the registration notice of the non-financial corporate debt financing instruments of Sinopharm Group Co. Ltd.
By Order of the Board
Sinopharm Group Co. Ltd.
Jin Bin
Chairman
Shanghai, the PRC
As at the date of this notice, the executive Directors are Mr. Lian Wanyong and Mr. Yang Binghua; the non-executive Directors are Mr. Jin Bin, Mr. Chen Qiyu, Mr. Zu Jing, Mr. Xing Yonggang, Mr. Ma Yue, Mr. Chen Yuqing, Mr. Wen Deyong and Ms. Li Ying; and the independent non-executive Directors are Mr. Li Peiyu, Mr. Wu Tak Lung, Mr. Yu Weifeng, Mr. Shi Shenghao and Mr. Chen Weiru.
Notes:
- For the purpose of holding the AGM, the register of members of the Company will be closed from Monday, 15 June 2026 to Thursday, 18 June 2026 (both days inclusive), during which period no transfer of Shares of the Company can be registered.
In order to be qualified to attend and vote at the AGM, for holders of H Shares of the Company, all transfer documents accompanied by the relevant share certificates must be lodged with the H share 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, no later than 4:30 p.m. on Friday, 12 June 2026.
The Shareholders whose names appear on the register of members of the Company on Monday, 15 June 2026 are entitled to attend and vote at the AGM.
The Board has recommended a final dividend for the year ended 31 December 2025 of RMB0.69 per share (inclusive of tax) (the “Final Dividend”). If the resolution regarding the payment of the Final Dividend is approved by the Shareholders at the AGM, it is expected to be distributed no later than Tuesday, 18 August 2026 to the Shareholders whose names appear on the register of members on Tuesday, 30 June 2026.
For the purpose of the distribution of the Final Dividend, the register of members will be closed from Thursday, 25 June 2026 to Tuesday, 30 June 2026 (both days inclusive) during which period no transfer of Shares will be registered.
In order to be qualified to receive the Final Dividend, for holders of H Shares, all transfer documents accompanied by the relevant share certificates must be lodged with the H share 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, no later than 4:30 p.m. on Wednesday, 24 June 2026.
-
Shareholders who are entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote on their behalves. A proxy need not be a member of the Company.
-
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.
-
In order to be valid, the form of proxy must be deposited, for the holders of H Shares of the Company, 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, or for the holders of Domestic Shares of the Company, to the office of the Company in the PRC not less than 24 hours before the time appointed for holding the AGM or any adjourned thereof. If the form of proxy 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 time as mentioned in the form of proxy. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the AGM or any adjourned meetings should you so wish.
-
Individual Shareholders shall produce their identity documents and supporting documents in respect of the Shares of the Company held when attending the AGM. If corporate Shareholders appoints authorised representative to attend the AGM, the authorised representative shall produce his/her identity documents and a notarially certified copy of the 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 form of proxy signed by the Shareholders or their attorney when attending the AGM.
-
The AGM is expected to take for less than half a day. Shareholders attending the AGM shall be responsible for their own travel and accommodation expenses.
-
Contact details of the office of the Company in the PRC are as follows:
Address: Room 1413, 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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NOTICE OF H SHAREHOLDERS' CLASS MEETING
国药集团
SINOPHARM
國藥控股股份有限公司
SINOPHARM GROUP CO. LTD.*
NOTICE OF H SHAREHOLDERS' CLASS MEETING
NOTICE IS HEREBY GIVEN that the H shareholders' class meeting (the "H Shareholders' Class Meeting") of Sinopharm Group Co. Ltd. (the "Company") will be held at 10:00 a.m. on Thursday, 18 June 2026 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 resolution:
SPECIAL RESOLUTION
- To consider and approve the granting of a general mandate to the Board to repurchase H Shares, during the Relevant Period (as defined in paragraph (c) below):
"THAT:
(a) in accordance with all applicable laws and regulations promulgated by the Chinese government or securities regulatory authorities and the Hong Kong Stock Exchange and on such terms as it shall think fit, repurchase the H Shares not exceeding 10% of the total number of the H Shares in issue (excluding any treasury shares) as at the date when this resolution is passed;
(b) the Board be authorized to (including but not limited to the following):
(i) determine detailed repurchase plan, including but not limited to repurchase price, number of shares to repurchase, timing of repurchase and period of repurchase, etc.;
(ii) open overseas share accounts and carry out the foreign exchange approval and the registration procedures for the changes in foreign exchange in relation to transmission of repurchase fund overseas;
(iii) decide to cancel the repurchased H Shares or hold such H Shares by way of treasury shares based on the market condition and the capital management needs of the Group at the relevant time of the repurchase;
NOTICE OF H SHAREHOLDERS' CLASS MEETING
(iv) carry out cancellation procedures for repurchased shares to reduce registered capital of the Company and make corresponding amendments to the Articles of Association as it thinks fit and necessary in order to reflect the reduction of the registered capital of the Company pursuant to the provisions of the Articles of Association if it decides to cancel such repurchased H Shares; and
(v) carry out any other necessary actions and deal with any necessary matters in order to repurchase relevant shares in accordance with paragraph (a) of this special resolution.
(c) For the purposes of this special resolution, “Relevant Period” means the period from the passing of this special resolution until the earliest of:
(i) the conclusion of the next annual general meeting of the Company following the passing of this resolution; or
(ii) the date on which the authority granted to the Board set out in this resolution is revoked or amended by a special resolution of the Shareholders at a general meeting or a special resolution of the class Shareholders at the respective class meeting.”
Jin Bin
Chairman
Shanghai, the PRC
As at the date of this notice, the executive Directors are Mr. Lian Wanyong and Mr. Yang Binghua; the non-executive Directors are Mr. Jin Bin, Mr. Chen Qiyu, Mr. Zu Jing, Mr. Xing Yonggang, Mr. Ma Yue, Mr. Chen Yuqing, Mr. Wen Deyong and Ms. Li Ying; and the independent non-executive Directors are Mr. Li Peiyu, Mr. Wu Tak Lung, Mr. Yu Weifeng, Mr. Shi Shenghao and Mr. Chen Weiru.
Notes:
- The register of members of the Company will be closed from Monday, 15 June 2026 to Thursday, 18 June 2026 (both days inclusive), during which period no transfer of Shares of the Company can be registered.
In order to be qualified to attend and vote at the H Shareholders’ Class Meeting, for holders of H Shares of the Company, all transfer documents accompanied by the relevant share certificates must be lodged with the H share 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, no later than 4:30 p.m. on Friday, 12 June 2026.
The H Shareholders whose names appear on the register of members of the Company on Monday, 15 June 2026 are entitled to attend and vote at the H Shareholders’ Class Meeting.
-
The H Shareholders who are entitled to attend and vote at the H Shareholders’ Class Meeting may appoint one or more proxies to attend and vote on their behalves. A proxy need not be a member of the Company.
-
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.
-
In order to be valid, the form of proxy must be deposited, for the holders of H Shares of the Company, 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 not less than 24 hours before the time appointed for holding the H Shareholders' Class Meeting or any adjourned thereof. If the form of proxy 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 time as mentioned in the form of proxy. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the H Shareholders' Class Meeting or any adjourned meetings should you so wish.
-
Individual H Shareholders shall produce their identity documents and supporting documents in respect of the Shares of the Company held when attending the H Shareholders' Class Meeting. If corporate H Shareholders appoint authorised representative to attend the H Shareholders' Class Meeting, the authorised representative shall produce his/her identity documents and a notarially certified copy of the 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 form of proxies signed by the Shareholders or their attorneys when attending the H Shareholders' Class Meeting.
-
The H Shareholders' Class Meeting is expected to take for less than half a day. Shareholders attending the H Shareholders' Class Meeting shall be responsible for their own travel and accommodation expenses.
-
Contact details of the office of the Company in the PRC are as follows:
Address: Room 1413, 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
- 23 -
NOTICE OF DOMESTIC SHAREHOLDERS' CLASS MEETING
国药集团
SINOPHARM
NOTICE OF DOMESTIC SHAREHOLDERS' CLASS MEETING
NOTICE IS HEREBY GIVEN that the domestic shareholders' class meeting (the "Domestic Shareholders' Class Meeting") of Sinopharm Group Co. Ltd. (the "Company") will be held at 10:15 a.m. on Thursday, 18 June 2026 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 resolution:
SPECIAL RESOLUTION
- To consider and approve the granting of a general mandate to the Board to repurchase H Shares, during the Relevant Period (as defined in paragraph (c) below):
"THAT:
NOTICE OF DOMESTIC SHAREHOLDERS' CLASS MEETING
Jin Bin
Chairman
Notes:
- The register of members of the Company will be closed from Monday, 15 June 2026 to Thursday, 18 June 2026 (both days inclusive), during which period no transfer of Shares of the Company can be registered.
In order to be qualified to attend and vote at the Domestic Shareholders’ Class Meeting, for holders of Domestic Shares of the Company, all transfer documents accompanied by the relevant share certificates must be lodged with the office of the Company in the PRC at Room 1413, Sinopharm Group Building, No. 385, East Longhua Road, Huangpu District, Shanghai, the PRC, no later than 4:30 p.m. on Friday, 12 June 2026.
The Domestic Shareholders whose names appear on the register of members of the Company on Monday, 15 June 2026 are entitled to attend and vote at the Domestic Shareholders’ Class Meeting.
-
Shareholders who are entitled to attend and vote at the Domestic Shareholders’ Class Meeting may appoint one or more proxies to attend and vote on their behalves. A proxy need not be a member of the Company.
-
In order to be valid, the form of proxy must be deposited to the office of the Company in the PRC not less than 24 hours before the time appointed for holding the Domestic Shareholders' Class Meeting or any adjourned thereof. If the form of proxy 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 time as mentioned in the form of proxy. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the Domestic Shareholders' Class Meeting or any adjourned meetings should you so wish.
-
Individual Domestic Shareholders shall produce their identity documents and supporting documents in respect of the Shares of the Company held when attending the Domestic Shareholders' Class Meeting. If corporate Domestic Shareholders appoint authorised representative to attend the Domestic Shareholders' Class Meeting, the authorised representative shall produce his/her identity documents and a notarially certified copy of the 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 form of proxies signed by the Shareholders or their attorneys when attending the Domestic Shareholders' Class Meeting.
-
The Domestic Shareholders' Class Meeting is expected to take for less than half a day. Shareholders attending the Domestic Shareholders' Class Meeting shall be responsible for their own travel and accommodation expenses.
-
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