The Company continues to improve the corporate governance structure and optimize its internal management in accordance with relevant laws and regulations and other normative documents, such as the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Code of Corporate Governance of Listed Companies and Rules Governing the Listing of Stocks on Shanghai Stock Exchange by China Securities Regulatory Commission (CSRC), and the Appendix 14 "Corporate Governance Code" of Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited.


I. Regarding controlling shareholders and listed companies: We hereby claim that the controlling shareholders of the Company do not have any ultra vires acts that may directly or indirectly intervene in the decision making and production and operation of the Group, and their behaviors do not damage the interests of the Company and other shareholders. The controlling shareholders are independent of the Group in terms of personnel, assets, finance, institutions and business. The Board of Directors, Board of Supervisors, and the branches of the Company are operated independently.


2. Regarding directors and the Board of Directors: The Company selects and hires directors in accordance with the procedures prescribed in the Articles of Association of Shanghai Fosun Pharmaceutical (Group) Co., Ltd. (hereinafter referred to as the "Articles of Association"). The number and composition of the Board of Directors comply with relevant laws and regulations and the Articles of Association. The rules of procedure of the Board of Directors are specifically stipulated in the Articles of Association, and the Policy on Diversity of Board Members is prepared to further motivate the directors. until now, there are a total of 12 directors (including two women directors) on the Board of Directors of the Company, including 4 independent non-executive directors who are specialized in accounting, law, management, and strategy, which complies with the requirements of the Code of Corporate Governance of Listed Companies and development demand of the Group. The Board of Directors of the Company sets up five committees, including the Strategy Committee, Audit Committee, Nominating Committee, Remuneration and Assessment Committee, and Environment, Social and Governance Committee, with specified terms of reference and implementation rules for each committee.


3. Regarding the supervisors and the Board of Supervisors: The Company selects and hires supervisors in accordance with the procedures prescribed in the Articles of Association. The number and composition of the Board of Supervisors comply with relevant laws and regulations and the Articles of Association. The Board of Supervisors can independently and effectively exercise the right of supervision and inspection over directors and senior executives. The Board of Supervisors shall hold regular meetings and timely convene temporary meetings as required. The rules of procedure of the Board of Supervisors are stipulated in the Articles of Association.


4. Regarding performance evaluation and incentive and restraint mechanism: The Company has established sound performance evaluation standards and procedures for senior executives, the Company continues to improve the incentive mechanism for senior executives and key personnel to boost the long-term and stable development of the Group. Until now, the 2022 Restricted A-Share Incentive Plan and the 2022 H-Share Employee Stock Ownership Plan have been considered and approved at the general meeting of the Company, and the first grant of such plans has been completed.


5. Regarding interested parties: The Company fully respects the legal rights of such interested parties as shareholders, employees, customers and consumers, suppliers, and communities, and actively cooperates with them to jointly promote the sustainable and healthy development of the Group.


6. Regarding the information disclosure: The Company fulfills the obligation of information disclosure of the listed companies in accordance with relevant laws and regulations, such as the Administrative Measures for the Information Disclosure by the China Securities Regulatory Commission, and the Articles of Association and Information Disclosure System of the Company. In addition to the statutory information disclosure, the Company also regularly releases the internal control self-evaluation checklists, corporate social responsibility (CSR) reports and environmental, social and governance (ESG) reports to the public, and engages professional institutions to issue audit/review opinions to fully demonstrate the transparent and standardized operation of the Group. The Company attaches great importance to communication and exchange with investors and ensures that investors can obtain the public information released by the Group in a fair and timely manner.


7. Regarding the continuous improvement in performance capacity: The directors, supervisors, and senior executives of the Company actively participate in the training on the standard operation of various listed companies through various channels to improve their performance capacity, which includes but is not limited to various special training/forums, continuous professional development courses, in-house training and reading of regulatory message/implementation briefing on listing rules published by the Stock Exchange.


Sound corporate governance is the foundation and guarantee of enterprise development. The Company will continue to consolidate and improve its corporate governance and enhance its competitiveness to return the investors with better business performance.

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