Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.
上海復星醫藥（集團）股份有限公司
Shanghai Fosun Pharmaceutical (Group) Co., Ltd.
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 02196)
(1) RESIGNATION OF CHAIRMAN AND AUTHORISED REPRESENTATIVE
(2) APPOINTMENT OF CHAIRMAN AND AUTHORISED REPRESENTATIVE, RE-DESIGNATION OF DIRECTORS AND ADJUSTMENT OF WORK ALLOCATION AMONG DIRECTORS
(3) RETIREMENT OF NON-EXECUTIVE DIRECTOR AND INDEPENDENT NON-EXECUTIVE DIRECTORS
(4) PROPOSED APPOINTMENT OF MEMBERS OF THE TENTH SESSION OF THE BOARD
AND
(5) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDICES
The Board hereby announces:
Mr. Wu Yifang resigned as the Chairman of the ninth session of the Board and an Authorised Representative due to adjustment of work arrangements, with effect from 29 April 2025.
Mr. Wang Kexin resigned as the Co-Chairman of the ninth session of the Board due to adjustment of work arrangements, with effect from 29 April 2025.
The Board has elected Mr. Chen Yuqing as the Chairman of the ninth session of the Board, Ms. Guan Xiaohui as the Co-Chairman of the ninth session of the Board (and no longer the vice chairman of the Board), and Mr. Wen Deyong as the vice chairman of the ninth session of the Board, each with a term of office effective from 29 April 2025.
Mr. Chen Yuqing has been re-designated from a non-executive Director to an executive Director, with effect from 29 April 2025.
Mr. Wu Yifang has been re-designated from an executive Director to a non-executive Director, with effect from 29 April 2025.
Mr. Wang Kexin will continue serving as an executive Director.
The Board has appointed Mr. Chen Yuqing as an Authorised Representative, with effect from 29 April 2025.
After the expiration of the term of the ninth session of the Board, Mr. Xu Xiaoliang will retire as a non-executive Director and cease to hold his current position on the special committees of the Board.
As Ms. Li Ling and Mr. Tang Guliang have already served as independent non-executive Directors of the Company for almost six years, after the expiration of the term of the ninth session of the Board, Ms. Li Ling and Mr. Tang Guliang will retire as independent non-executive Directors and cease to hold their respective current positions on the special committees of the Board.
The Board proposes (i) the re-election of Mr. Chen Yuqing, Ms. Guan Xiaohui, Mr. Wen Deyong and Mr. Wang Kexin, being members of the existing session of the Board, as executive Directors of the tenth session of the Board; (ii) the re-election of Mr. Chen Qiyu, Mr. Pan Donghui and Mr. Wu Yifang, being members of the existing session of the Board, as non-executive Directors of the tenth session of the Board; and (iii) the re-election of Mr. Wang Quandi and Mr. Yu Tze Shan Hailson, being members of the existing session of the Board, as independent non-executive Directors of the tenth session of the Board.
The Board also proposed to appoint Mr. Yang Yucheng and Mr. Chen Penghui as independent non-executive Directors of the tenth session of the Board.
In accordance with the newly amended Company Law of the PRC (《中華人民共和國公司法》) (effective from 1 July 2024), the Guidelines for Articles of Association of Listed Companies (《上市公司章程指引》) issued by the China Securities Regulatory Commission, as well as taking into account the actual conditions of the Company, the Company proposes to appoint one employee Director and amend the Articles of Association accordingly.
3 -
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDICES
The Board and the Supervisory Committee propose to submit to the Shareholders for consideration and, if thought fit, approval, among other things, the cancellation of the Supervisory Committee and certain amendments to the Articles of Association and its appendices, namely the Rules of Procedure for the General Meeting of Shareholders (《股東會議事規則》) and the Rules of Procedure for the Board of Directors (《董事會議事規則》), and the corresponding repeal of its appendix, the Rules of Procedure for the Supervisory Committee (《監事會議事規則》).
A circular containing, among other things, further details regarding the proposed appointment of members of the tenth session of the Board and the Proposed Amendments and a notice of the AGM will be dispatched to the Shareholders in due course.
This announcement is made by Shanghai Fosun Pharmaceutical (Group) Co., Ltd. (the “Company”, together with its subsidiaries, the “Group”) pursuant to Rule 13.51(1) and Rule 13.51(2) of 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”).
On 29 April 2025, the board (the “Board”) of directors (the “Directors”) of the Company received the resignation letters from Mr. Wu Yifang (“Mr. Wu”) and Mr. Wang Kexin (“Mr. Wang”), both being executive Directors. Mr. Wu resigned as (i) the chairman (the “Chairman”) of the ninth session of the Board; and (ii) an authorised representative of the Company (the “Authorised Representative”) for the purpose of Rule 3.05 of the Hong Kong Listing Rules due to adjustment of work arrangements. Mr. Wang resigned as the co-chairman (the “Co-Chairman”) of the ninth session of the Board due to adjustment of work arrangements. In accordance with the articles of association of the Company (the “Articles of Association”), the resignations of Mr. Wu and Mr. Wang from their above-mentioned positions shall become effective from 29 April 2025.
Mr. Wu and Mr. Wang have confirmed that there are no disagreements between them and the Board and/or the Company during their terms of office in the above-mentioned positions, and there are no matters relating to their resignations from the above-mentioned positions that need to be brought to the attention of the shareholders of the Company (the “Shareholders”) or the Hong Kong Stock Exchange.
The Board hereby expresses its gratitude to Mr. Wu and Mr. Wang for their valuable contributions during their terms of office in the above-mentioned positions.
Given Mr. Wu’s resignation as the Chairman and an Authorised Representative, as well as Mr. Wang’s resignation as the Co-Chairman, the Board hereby announces that:
(i) Mr. Chen Yuqing (“Mr. Chen”) has been elected as the Chairman of the ninth session of the Board, Ms. Guan Xiaohui (“Ms. Guan”) has been elected as the Co-Chairman of the ninth session of the Board (and no longer serves as the vice chairman of the Board), and Mr. Wen Deyong (“Mr. Wen”) has been elected as the vice chairman of the ninth session of the Board, each with a term of office effective from 29 April 2025;
(ii) Mr. Chen has been re-designated from a non-executive Director to an executive Director, with effect from 29 April 2025;
(iii) Mr. Wu has been re-designated from an executive Director to a non-executive Director, with effect from 29 April 2025; and
(iv) Mr. Wang will continue serving as an executive Director.
According to the Articles of Association, the Chairman is the legal representative of the Company, therefore the legal representative of the Company will be changed to Mr. Chen. The Board also announces that Mr. Chen has been appointed as an Authorised Representative, with effect from 29 April 2025. Mr. Chen and Ms. Chan Sau Ling, the joint company secretary of the Company, will jointly perform related duties of the Authorised Representatives.
The biographical details of Mr. Chen, Ms. Guan, Mr. Wen and Mr. Wu are set out as follows:
Mr. Chen, aged 49, is currently an executive Director and the Chairman (both with effect from 29 April 2025) and holds directorships and management positions in certain subsidiaries of the Company. Mr. Chen joined the Group in January 2010 and successively served as a deputy supervisor of the human resources department, a deputy general manager of the human resources department, the general manager of the human resources department, an assistant to the president and the general manager of the human resources department of the Company from January 2010 to April 2015, a vice president of the Company from April 2015 to June 2016, a senior vice president of the Company from June 2016 to October 2020, the co-president of the Company from October 2020 to June 2022, the co-chief executive officer of the Company from June 2022 to June 2023; the chairman of the board of directors of Shanghai Fosun Health Technology (Group) Co., Ltd.* (上海復星健康科技(集團)有限公司), a subsidiary of the Company, from August 2020 to May
2021 and from October 2022 to present; and a non-executive Director of the Company from September 2024 to April 2025; and has served as an executive Director and the Chairman of the Company from April 2025. Mr. Chen is currently a senior vice president of Fosun International Limited (“Fosun International”) (stock code: 00656), a company listed on the Hong Kong Stock Exchange, and used to serve as a vice president of Fosun International (stock code: 00656). Prior to joining the Group, Mr. Chen served as a teacher at the School of Materials of Shanghai University from July 1997 to July 1999, and successively served as a human resources manager of Yanfeng Visteon Automotive Trim Systems Co., Ltd. (延鋒偉世通汽車飾件系統有限公司) (currently renamed as Yanfeng Automotive Trim Systems Co., Ltd. (延鋒汽車飾件系統有限公司)), Yanfeng Visteon (Beijing) Automotive Trim Systems Co., Ltd. (延鋒偉世通(北京)汽車飾件系統有限公司) and Shanghai Yanfeng Johnson Controls Seating Co., Ltd. (上海延鋒江森座椅有限公司) from July 1999 to March 2005, a development manager of the human resources department of Shanghai Alison (Group) Co., Ltd. (上海埃力生(集團)有限公司) from June 2005 to April 2006, the Central China human resources manager of Schindler (China) Elevator Co. Ltd. (迅達(中國)電梯有限公司) from July 2006 to November 2006, the senior human resources integration manager of Global Mart Limited (購寶商業集團) from December 2006 to April 2009, and the chief human resources director of Kubao Information Technology (Shanghai) Co., Ltd. (酷寶信息技術(上海)有限公司) from April 2009 to October 2009. Mr. Chen obtained a bachelor’s degree in engineering from Shanghai University.
The Company will enter into a service contract with Mr. Chen as an executive Director. The term of office of Mr. Chen as an executive Director and the Chairman of the ninth session of the Board is effective from 29 April 2025 until the expiration of the term of the ninth session of the Board. Mr. Chen will be re-elected at the forthcoming annual general meeting of the Company (the “AGM”). The relevant executive Director service contract to be entered into between Mr. Chen and the Company will not provide for the specific amount of the remuneration. Mr. Chen’s remuneration will be determined mainly based on corporate performance, taking into account of the positions held in the Group and the actual appraisal results as well as the prevailing market conditions, but he will not receive any director’s emolument from the Group for his position as the Chairman.
Mr. Chen has confirmed that, save as disclosed above, as at the date of this announcement, he does not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company, and does not hold any other positions in the Company or any of its subsidiaries nor any other directorships in listed public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. As at the date of this announcement, within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (the “SFO”), Mr. Chen has personal interests in 154,000 shares of the Company (including 134,000 domestic shares (“A Shares”) and 20,000 overseas listed shares (“H Shares”)), representing approximately $0.01\%$ of the total number of shares of the Company (i.e. 2,671,326,465 shares, same below). Save as disclosed above, Mr. Chen does not have any interests or short positions in any shares, underlying shares or debentures of the Company within the meaning of Part XV of the SFO.
Save as disclosed above, there are no other matters relating to Mr. Chen’s re-designation as an executive Director and appointment as the Chairman that need to be brought to the attention of the Shareholders, nor is there other information relating to Mr. Chen’s re-designation as an executive Director and appointment as the Chairman required to be disclosed pursuant to Rule 13.51(2) of the Hong Kong Listing Rules.
Ms. Guan, aged 54, is currently an executive Director and the Co-Chairman (with effect from 29 April 2025) and holds directorships, supervisorships and management positions in certain subsidiaries of the Company. Ms. Guan joined the Group in May 2000 and successively served as an assistant to the president and the general manager of the financial department of the Company. She served as the chief accountant of the Company from June 2013 to December 2014, a vice president, the chief accountant and the general manager of the financial department of the Company from December 2014 to June 2015, a senior vice president and the chief financial officer of the Company from June 2015 to October 2020, and an executive president and the chief financial officer of the Company from October 2020 to January 2022; and has served as an executive Director of the Company from December 2021, during which time she served as the vice chairman of the Board from January 2022 to April 2025 and has served as the Co-Chairman of the Company from April 2025. Ms. Guan is currently a vice president of Fosun International (stock code: 00656), a company listed on the Hong Kong Stock Exchange, a non-executive director of Shanghai Henlius Biotech Co., Ltd. (上海復宏漢霖生物技術股份有限公司) (“Shanghai Henlius”) (stock code: 02696), a company listed on the Hong Kong Stock Exchange, and the chairman of the supervisory committee of Sinopharm Group Co., Ltd. (國藥控股股份有限公司) (“Sinopharm”) (stock code: 01099), a company listed on the Hong Kong Stock Exchange. Ms. Guan used to serve as a non-executive director of Sinopharm (stock code: 01099), a company listed on the Hong Kong Stock Exchange, and a non-executive director of Gland Pharma Limited (“Gland Pharma”) (stock code: GLAND), a company listed on BSE Ltd. (the “BSE”) and The National Stock Exchange of India Ltd. (the “NSE”). Prior to joining the Group, Ms. Guan worked at Jiangxi Branch of Industrial and Commercial Bank of China. Ms. Guan obtained a bachelor’s degree in economics from Jiangxi University of Finance and Economics and a master’s degree of professional accountancy from Chinese University of Hong Kong. Ms. Guan has the qualification of a Chinese Certified Public Accountant (CPA) and is a member of the Association of Chartered Certified Accountants (ACCA).
The relevant executive Director service contract between Ms. Guan and the Company does not provide for the specific amount of the remuneration. Ms. Guan’s remuneration is determined mainly based on corporate performance, taking into account of the positions held in the Group and the actual appraisal results as well as the prevailing market conditions. The term of office of Ms. Guan as the Co-Chairman of the ninth session of the Board is effective from 29 April 2025 until the expiration of the term of the ninth session of the Board. Ms. Guan will be re-elected at the forthcoming AGM. Ms. Guan will not receive any director’s emolument from the Group for her position as the Co-Chairman.
Ms. Guan has confirmed that, save as disclosed above, as at the date of this announcement, she does not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company, and does not hold any other positions in the Company or any of its subsidiaries nor any other directorships in listed public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. As at the date of this announcement, within the meaning of Part XV of the SFO, Ms. Guan has personal interests in 356,357 shares of the Company (including 331,357 A Shares (of which 63,614 A Shares are restricted shares pending repurchase and cancellation) and 25,000 H Shares), representing approximately 0.01% of the total number of shares of the Company. Save as disclosed above, Ms. Guan does not have any interests or short positions in any shares, underlying shares or debentures of the Company within the meaning of Part XV of the SFO.
Save as disclosed above, there are no other matters relating to Ms. Guan's appointment as the Co-Chairman that need to be brought to the attention of the Shareholders, nor is there other information relating to Ms. Guan's appointment as the Co-Chairman required to be disclosed pursuant to Rule 13.51(2) of the Hong Kong Listing Rules.
Mr. Wen, aged 53, is currently the executive Director, the vice chairman of the Board (with effect from 29 April 2025) and the chief executive officer of the Company and holds directorships, supervisorships and management positions in certain subsidiaries of the Company. Mr. Wen joined the Group in May 2002 and worked at Chongqing Yao Pharmaceutical Company Limited (重慶藥友製藥有限責任公司) ("Yao Pharma"), a subsidiary of the Company, successively serving as the general manager of the second marketing department, a vice president, the president and a vice chairman of the board of directors, etc. He served as a vice president of the Company from June 2016 to October 2020, a senior vice president of the Company from October 2020 to January 2022, the co-president of the Company from January 2022 to April 2022, and the president of the Company from April 2022 to June 2022, and has served as the chief executive officer of the Company since June 2022, an executive Director of the Company since August 2022 and the vice chairman of the Board of the Company since April 2025. Mr. Wen is currently a non-executive director of Shanghai Henlius (stock code: 02696), a company listed on the Hong Kong Stock Exchange, a non-executive director of Sinopharm (stock code: 01099), a company listed on the Hong Kong Stock Exchange, a director of China National Medicines Corporation Ltd. (國藥集團藥業股份有限公司) (stock code: 600511), a company listed on the Shanghai Stock Exchange (the "SSE"), the chairman of the supervisory committee of China National Accord Medicines Corporation Ltd. (國藥集團一致藥業股份有限公司) (stock code: 000028), a company listed on the Shenzhen Stock Exchange (the "SZSE"). Mr. Wen used to serve as a director of Anhui Sunhere Pharmaceutical Excipients Co., Ltd. (安徽山河藥用輔料股份有限公司) (stock code: 300452), a company listed on the SZSE. Prior to joining the Group, Mr. Wen worked at Chongqing No. 6 Pharmaceutical Factory (重慶製藥六廠) (the predecessor of Yao Pharma). Mr. Wen is currently a deputy of the 16th People's Congress of Shanghai Municipality, a vice president of Shanghai Licensed Pharmacist Association (上海執業藥師協會), a vice president of
China Association of Pharmaceutical Commerce (中國醫藥商業協會) and a member of Chinese Preventive Medicine Association (中華預防醫學會). Mr. Wen graduated from West China University of Medical Science (currently known as West China Medical Center of Sichuan University) majoring in pharmacy and obtained a master's degree in business administration from Donghua University.
The relevant executive Director service contract between Mr. Wen and the Company does not provide for the specific amount of the remuneration. Mr. Wen does not receive any director's emolument from the Group for his positions as a Director and the vice chairman of the Board but is entitled to remuneration in his position as the chief executive officer of the Company, which is determined mainly based on corporate performance, taking into account of the positions held in the Group and the actual appraisal results as well as the prevailing market conditions. The term of office of Mr. Wen as the vice chairman of the ninth session of the Board is effective from 29 April 2025 until the expiration of the term of the ninth session of the Board. Mr. Wen will be re-elected at the forthcoming AGM.
Mr. Wen has confirmed that, save as disclosed above, as at the date of this announcement, he does not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company, and does not hold any other positions in the Company or any of its subsidiaries nor any other directorships in listed public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. As at the date of this announcement, within the meaning of Part XV of the SFO, Mr. Wen has personal interests in 165,357 shares of the Company (including 145,357 A Shares (of which 63,614 A Shares are restricted shares pending repurchase and cancellation) and 20,000 H Shares), representing approximately $0.01\%$ of the total number of shares of the Company. Save as disclosed above, Mr. Wen does not have any interests or short positions in any shares, underlying shares or debentures of the Company within the meaning of Part XV of the SFO.
Save as disclosed above, there are no other matters relating to Mr. Wen's appointment as the vice chairman of the Board that need to be brought to the attention of the Shareholders, nor is there other information relating to Mr. Wen's appointment as the vice chairman of the Board required to be disclosed pursuant to Rule 13.51(2) of the Hong Kong Listing Rules.
Mr. Wu Yifang
Mr. Wu, aged 56, is currently a non-executive Director (with effect from 29 April 2025) and holds directorships and management positions in several subsidiaries of the Company. Mr. Wu is currently an executive president of Fosun International (stock code: 00656), a company listed on the Hong Kong Stock Exchange, a non-executive director of Sisram Medical Ltd (stock code: 01696), a company listed on the Hong Kong Stock Exchange, and a non-executive director of Shanghai Henlius (stock code: 02696), a company listed on the Hong Kong Stock Exchange. Mr. Wu joined the Group in April 2004 and served as a senior vice president of the Company from July 2014 to January 2016, a senior vice president and chief operating officer of the Company from January 2016 to June 2016, the president of the Company from June 2016 to October 2020,
and the chief executive officer of the Company from June 2016 to June 2022; and an executive Director of the Company from August 2016 to April 2025, during which period he served as the Chairman of the Company from October 2020 to April 2025; and has served as a non-executive Director of the Company from April 2025. Mr. Wu used to serve as a senior vice president of Fosun International (stock code: 00656), a company listed on the Hong Kong Stock Exchange, the chairman of the supervisory committee of Sinopharm (stock code: 01099), a company listed on the Hong Kong Stock Exchange, and a non-executive director of Gland Pharma (stock code: GLAND), a company listed on the BSE and the NSE. Prior to joining the Group, Mr. Wu served at Xuzhou Biochemical Pharmaceutical Factory (徐州生物化學製藥廠) (“Xuzhou Biochemical”), Xuzhou (Wanbang) Biopharmaceuticals Manufactures Plant (徐州(萬邦)生物化學製藥廠) (“Xuzhou (Wanbang) Biopharmaceuticals”), Xuzhou Wanbang Biochemical Pharmaceutical Co., Ltd. (徐州萬邦生化製藥有限公司) (“Xuzhou Wanbang Biochemical”) and Jiangsu Wanbang Biopharmaceutical Co., Ltd. (江蘇萬邦生化醫藥股份有限公司) (“Jiangsu Wanbang Biopharmaceutical”) (where Xuzhou Biochemical, Xuzhou (Wanbang) Biopharmaceuticals, Xuzhou Wanbang Biochemical and Jiangsu Wanbang Biopharmaceutical were all predecessors of Fosun Wanbang (Jiangsu) Pharmaceutical Group Co., Ltd. (復星萬邦(江蘇)醫藥集團有限公司), a subsidiary of the Company). Mr. Wu is currently a deputy to the 14th People's Congress of Jiangsu province, an executive member of China Society for Drug Regulation (中國藥品監督管理研究會), a vice chairman of China News of Drug Information Association (中國醫藥新聞信息協會), a vice chairman of China Pharmaceutical Enterprise Association (中國醫藥企業管理協會), a vice chairman of China Pharmaceutical Industry Association (中國化學製藥工業協會), an honorary chairman of China Non-prescription Medicines Association (中國非處方藥物協會), a vice chairman of the Shanghai Pharmaceutical Profession Association (上海醫藥行業協會) and a vice chairman of the China Association of Enterprises with Foreign Investment* (中國外商投資企業協會). Mr. Wu graduated from Nanjing University of Science and Technology majoring in international commerce and obtained a master's degree in business administration from Saint Joseph's University in the United States.
The Company will enter into an appointment letter with Mr. Wu as a non-executive Director. The term of office of Mr. Wu as a non-executive Director is effective from 29 April 2025 until the expiration of the term of the ninth session of the Board. Mr. Wu will be re-elected at the forthcoming AGM. Mr. Wu will not receive any director's emolument from the Group for his non-executive directorship.
Mr. Wu has confirmed that, save as disclosed above, as at the date of this announcement, he does not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company, and does not hold any other positions in the Company or any of its subsidiaries nor any other directorships in listed public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. As at the date of this announcement, within the meaning of Part XV of the SFO, Mr. Wu has personal interests in 1,295,224 shares of the Company (including 922,224 A Shares (of which 87,448 A Shares are restricted shares pending repurchase and cancellation) and 373,000 H Shares),
representing approximately 0.05% of the total number of shares of the Company. Save as disclosed above, Mr. Wu does not have any interests or short positions in any shares, underlying shares or debentures of the Company within the meaning of Part XV of the SFO.
Save as disclosed above, there are no other matters relating to Mr. Wu's re-designation as a non-executive Director that need to be brought to the attention of the Shareholders, nor is there other information relating to Mr. Wu's re-designation as a non-executive Director required to be disclosed pursuant to Rule 13.51(2) of the Hong Kong Listing Rules.
The term of office of the ninth session of the Board of the Company will expire in June 2025 (or upon the conclusion of the forthcoming AGM at which members of the tenth session of the Board will be elected). After the expiration of the term of the ninth session of the Board, Mr. Xu Xiaoliang ("Mr. Xu") will retire as a non-executive Director and cease to hold his current position on the special committees of the Board. Mr. Xu will not be re-elected at the forthcoming AGM.
According to the relevant provisions of the Measures for Independent Directors of Listed Companies (《上市公司獨立董事管理辦法》) issued by the China Securities Regulatory Commission (the "CSRC"), the term of office of an independent non-executive director of a listed company in the People's Republic of China shall not exceed six years.
As Ms. Li Ling ("Ms. Li") and Mr. Tang Guliang ("Mr. Tang") have already served as independent non-executive Directors of the Company for almost six years, after the expiration of the term of the ninth session of the Board, Ms. Li and Mr. Tang will retire as independent non-executive Directors and cease to hold their respective current positions on the special committees of the Board.
Mr. Xu, Ms. Li and Mr. Tang have confirmed that there are no disagreements between them and the Board and/or the Company during their terms of office, and there are no matters relating to their retirement that need to be brought to the attention of the Shareholders or the Hong Kong Stock Exchange.
The Board hereby expresses its gratitude to Mr. Xu, Ms. Li and Mr. Tang for their valuable contributions during their terms of office.
The term of office of the ninth session of the Board of the Company will expire in June 2025 (or upon the conclusion of the forthcoming AGM at which members of the tenth session of the Board will be elected). The Board proposes that the tenth session of the Board consist of twelve Directors, including four executive Directors, three non-executive Directors, four independent non-executive Directors and one employee Director.
The Board proposes (i) the re-election of Mr. Chen Yuqing, Ms. Guan Xiaohui, Mr. Wen Deyong and Mr. Wang Kexin, being members of the existing session of the Board, as executive Directors of the tenth session of the Board; (ii) the re-election of Mr. Chen Qiyu, Mr. Pan Donghui and Mr. Wu Yifang, being members of the existing session of the Board, as non-executive Directors of the tenth session of the Board; and (c) the re-election of Mr. Wang Quandi and Mr. Yu Tze Shan Hailson, being members of the existing session of the Board, as independent non-executive Directors of the tenth session of the Board.
The Board also proposed to appoint Mr. Yang Yucheng (“Mr. Yang”) and Mr. Chen Penghui (“Mr. Chen PH”) as independent non-executive Directors of the tenth session of the Board. The appointments of Mr. Yang and Mr. Chen PH are subject to the approval of the Shareholders at the AGM.
The biographical details of Mr. Yang and Mr. Chen PH are set out as follows:
Mr. Yang, aged 59, is currently the chairman of the board of directors and the executive director of Shanghai Yiyuan Private Fund Management Co., Ltd. (上海虹遠私募基金管理有限公司) (“Shanghai Yiyuan”) and a vice director member of the Shanghai Financial Professional Degree Graduate Education Guidance Committee (上海市金融專業學位研究生教育指導委員會). Mr. Yang served as a teaching assistant and lecturer at Shanghai University of Finance and Economics from July 1986 to July 1993; the head of the business department, a researcher, an assistant to the general manager of the securities investment department and the head of the marketing headquarter of Junan Securities Co., Ltd. (君安證券有限責任公司) (currently renamed as Guotai Haitong Securities Co. Ltd. (國泰海通證券股份有限公司) (stock codes: 601211 and 02611), a company listed on the SSE and the Hong Kong Stock Exchange) from August 1993 to January 1999; a deputy general manager, office director, board secretary and director of Shanghai Dazhong Enterprises of Science and Technology Ltd. (上海大眾科技創業(集團)股份有限公司), a company listed on the SSE (currently known as Shanghai Dazhong Public Utilities (Group) Co., Ltd. (上海大眾公用事業(集團)股份有限公司) and listed on the Hong Kong Stock Exchange in 2016) (stock codes: 600635 and 01635)) from February 1999 to July 2001; a director and deputy general manager of Shanghai Shenergy Asset Management Co., Ltd. (上海申能資產管理有限公司) from October 2001 to June 2004; the chief financial officer and a vice president of Orient Securities Co., Ltd. (東方證券股份有限公司) (“Orient Securities”) from July 2004 to June 2007; a director and the general manager of Shenergy Group Finance Co., Ltd. (申能集團財務有限公司) from July 2007 to July 2009; a member of the Party committee and vice president of Orient Securities (stock codes: 600958 and 03958), a company listed on the SSE in 2015 and on the Hong Kong Stock Exchange in 2016, from August 2009 to May 2020, during which time he served as a board secretary of Orient Securities from January 2012 to November 2016 and as a joint company secretary of Oriental Securities from July 2016 to October 2019; a deputy secretary of the Party committee and the general manager of Shanghai Securities Co., Ltd. (上海證券有限責任公司) from July 2020 to November 2021; the chairman of the board of directors of Shanghai Commercial Investment (Group) Co., Ltd.* (上海市商業投資(集團)有限公司) from December
2021 to May 2022; and the head of administration of Shanghai Yisheng Investment Management Co., Ltd.* (上海弋盛投資管理有限公司) from June 2022 to March 2024; and has served as the chairman of the board of directors and an executive director of Shanghai Yiyuan from April 2024. Mr. Yang holds a bachelor's and a master's degree in economics from Shanghai University of Finance and Economics, as well as a doctor's degree in wealth management from the University of Geneva. Mr. Yang is a senior economist and has extensive work experience in corporate financial management, risk control and capital operations.
Mr. Yang has confirmed that, save as disclosed above, as at the date of this announcement, he does not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company, and does not hold any other positions in the Company or any of its subsidiaries nor any other directorships in listed public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. As at the date of this announcement, Mr. Yang does not have any interests or short positions in any shares, underlying shares or debentures of the Company within the meaning of Part XV of the SFO.
Mr. Chen PH, aged 53, a founding partner of Borui Yuye (Shanghai) Equity Investment Management Co., Ltd. (博睿瑜業(上海)股權投資管理有限公司) and serves as a member of the investment management committee of several medical funds managed by such company. Mr. Chen PH has served an independent non-executive director of VCREDIT Holdings Limited (stock code: 02003), a company listed on the Hong Kong Stock Exchange, since June 2018, and an independent director of Chengdu Bright Eye Hospital Group Co., Ltd. (成都普瑞眼科醫院股份有限公司) (stock code: 301239), a company listed on the SZSE, since September 2019. Mr. Chen PH served as a researcher at Ligand Pharmaceuticals Incorporated (stock code: LGND), a United States biotechnology company listed on NASDAQ, engaging in new drug development, from May 1998 to August 2001; and an investment vice president of CITIC Capital Holdings Limited from March 2007 to June 2008; successively served as the chief operating officer, chief financial officer and president of ShangPharma Corporation (listed on the New York Stock Exchange in 2010 and delisted in 2013, stock code: SHP) from July 2008 to December 2011; the head of medical funds and managing director at China Everbright Limited from December 2011 to May 2014; a partner of Sequoia Capital China (紅杉資本中國基金) from May 2014 to May 2017; a director of Jiangsu Yuyue Medical Equipment & Supply Co., Ltd. (江蘇魚躍醫療設備股份有限公司) (stock code: 002223), a company listed on the SZSE, from April 2015 to November 2017; a director of BGI Genomics Co., Ltd.* (深圳華大基因股份有限公司) (stock code: 300676), a company listed on the SZSE, from June 2015 to June 2021; and an independent non-executive director of Hygeia Healthcare Holdings Co., Limited (stock code: 06078), a company listed on the Hong Kong Stock Exchange, from September 2019 to May 2022. Mr. Chen PH holds a bachelor's degree in chemistry from Nanjing University, a master's degree in medicinal chemistry from Tulane University in the United States, and a master's degree in business administration (MBA) from Kellogg School of Management of Northwestern University in the United States. Mr. Chen PH
holds a China security investment fund practice certificate (中國證券投資基金業從業證書). Mr. Chen PH is currently a deputy director of the Pharmaceutical Innovation Investment Specialty Committee of the China Pharmaceutical Innovation and Research Development Association (中國醫藥創新促進會醫藥創新投資專業委員會) and a member of the Healthcare and Elderly Care Industry Investment Specialty Committee of the Insurance Asset Management Association of China* (中國保險資產管理業協會醫療健康和養老產業投資專業委員會), and has been actively involved in the domestic and international healthcare industry for over 25 years as a research scientist, entrepreneur and investor.
Mr. Chen PH has confirmed that, save as disclosed above, as at the date of this announcement, he does not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company, and does not hold any other positions in the Company or any of its subsidiaries nor any other directorships in listed public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. As at the date of this announcement, Mr. Chen PH does not have any interests or short positions in any shares, underlying shares or debentures of the Company within the meaning of Part XV of the SFO.
Each of Mr. Yang and Mr. Chen PH has confirmed that he has met the independence requirements under Rule 3.13 of the Hong Kong Listing Rules.
Save as disclosed above, there are no other matters relating to the proposed appointments of Mr. Yang and Mr. Chen PH as independent non-executive Directors that need to be brought to the attention of the Shareholders, nor is there other information relating to the proposed appointments of Mr. Yang and Mr. Chen PH as independent non-executive Directors required to be disclosed pursuant to Rule 13.51(2) of the Hong Kong Listing Rules.
As at the date of this announcement, Mr. Yang and Mr. Chen PH have not entered into any appointment letter as an independent non-executive Director with the Company. The proposed appointments of Mr. Yang and Mr. Chen PH as independent non-executive Directors of the tenth session of the Board will be effective upon the approval of the Shareholders at the AGM and end on the expiration of the term of the tenth session of the Board. According to the allowance policy for the independent non-executive Directors approved by the Shareholders at the annual general meeting of the Company held on 28 June 2023, the allowance standard for each of Mr. Yang and Mr. Chen PH as an independent non-executive Directors will be RMB400,000 (before tax) per annum (to be paid based on the actual term of office). According to the Articles of Association and the relevant laws and regulations of the PRC, the effectiveness of the above nominations is subject to the approval of the Shareholders at the AGM, and the qualifications of Mr. Yang and Mr. Chen Penghui are subject to the assessment and confirmation of the SSE prior to the AGM.
In accordance with the newly amended Company Law of the PRC (《中華人民共和國公司法》) (effective from 1 July 2024) (the “New Company Law”), the Guidelines for Articles of Association of Listed Companies (《上市公司章程指引》) issued by the CSRC, as well as taking into account the actual conditions of the Company, the Company proposes to appoint one
employee Director and amend the Articles of Association accordingly. The abovementioned director candidates, upon their election at the AGM and subject to the approval of the proposed amendments to the Articles of Association by the Shareholders, will form the tenth session of the Board together with one employee Director elected by the Company's employee representative meeting.
The Board hereby announces that, as considered and approved respectively at the meeting of the Board and the meeting of the supervisory committee (the "Supervisory Committee") of the Company held on 29 April 2025, it is proposed to submit to the Shareholders for consideration and, if thought fit, approval, among other things, the cancellation of the Supervisory Committee and certain amendments to the Articles of Association and its appendices, namely the Rules of Procedure for the General Meeting of Shareholders (《股東會議事規則》) and the Rules of Procedure for the Board of Directors (《董事會議事規則》), and the corresponding repeal of its appendix, the Rules of Procedure for the Supervisory Committee (《監事會議事規則》) (the "Proposed Amendments").
The Proposed Amendments are proposed in light of, among other things, the New Company Law, the Transitional Period Arrangements for the Implementation of the Rules of the Supporting System of the New Company Law (《關於新配套制度規則實施相關過渡期安排》) issued by the CSRC on 27 December 2024, and the Guidelines for Articles of Association of Listed Companies (《上市公司章程指引》) and the Rules of Shareholders' General Meetings of Listed Companies (《上市公司股東會規則》) promulgated and implemented by the CSRC on 28 March 2025, as well as taking into account the actual conditions of the Company. After the Proposed Amendments are approved by the Shareholders, the audit committee of the Board will exercise the relevant powers and functions of the Supervisory Committee as stipulated in the New Company Law.
The Proposed Amendments mentioned above are subject to approval by the Shareholders by way of special resolutions at a general meeting of the Company. Prior to the approval of the Proposed Amendments at the general meeting, the Supervisory Committee and supervisors of the Company shall continue to perform their respective duties in accordance with the relevant laws and regulations and the provisions under the existing Articles of Association.
15 -
CIRCULAR
A circular containing, among other things, further details regarding the proposed appointment of members of the tenth session of the Board and the Proposed Amendments and a notice of the AGM will be dispatched to the Shareholders in due course.
By order of the Board
Shanghai Fosun Pharmaceutical (Group) Co., Ltd.*
Chen Yuqing
Chairman
Shanghai, PRC
29 April 2025
As at the date of this announcement, the executive directors of the Company are Mr. Chen Yuqing, Ms. Guan Xiaohui, Mr. Wen Deyong and Mr. Wang Kexin; the non-executive directors of the Company are Mr. Chen Qiyu, Mr. Xu Xiaoliang, Mr. Pan Donghui and Mr. Wu Yifang; and the independent non-executive directors of the Company are Ms. Li Ling, Mr. Tang Guliang, Mr. Wang Quandi and Mr. Yu Tze Shan Hailson.