Core Viewpoint - Fosun Pharma (600196)(02196) plans to adopt a restricted share unit scheme for H-shares in 2025, aiming to incentivize employees through equity participation [1] Summary by Relevant Sections Share Grant Details - The company intends to grant a total of 10.6964 million restricted share units to 201 eligible employees upon the adoption of the plan, with the specific grant date to be determined by the board [1] - The eligible employees can purchase the corresponding number of H-shares at a price of RMB 1.00 per unit after the restricted share units vest [1] Limitations and Allocations - Due to the cap set by the Hong Kong Stock Exchange on H-share plans, the maximum number of restricted share units that can be granted under this plan is 13.3705 million, which corresponds to 13.3705 million H-shares [1] - This represents approximately 0.5007% of the company's total shares and about 2.4716% of the total H-shares (excluding treasury shares) [1]

Group 1 - The core point of the news is that Fosun Pharma has announced a stock option incentive plan for 2025, which allows for the granting of up to 5,726,100 A-share options [1] - The total number of A-shares corresponding to the options is also 5,726,100, representing approximately 0.2144% of the company's total shares and 0.2729% of the total A-shares excluding treasury shares [1]

Core Viewpoint - Fosun Pharma (02196) plans to adopt a restricted share unit scheme for H shares in 2025, aiming to incentivize employees through equity participation [1] Summary by Relevant Sections Share Grant Details - The company intends to grant a total of 10.6964 million restricted share units to 201 eligible employees upon the adoption of the plan, with the grant date to be determined by the board [1] - The eligible employees can purchase the corresponding number of H shares at a price of RMB 1.00 per share after the restricted share units vest [1] Limitations and Cap - Due to the cap imposed by the Hong Kong Stock Exchange on H share schemes, the maximum number of restricted share units that can be granted under this plan is 13.3705 million, which corresponds to a maximum of 13.3705 million H shares [1] - This represents approximately 0.5007% of the company's total shares and about 2.4716% of the total H shares (excluding treasury shares) [1]

（股份代號：02196） 海外監管公告 香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確性或完整性亦不 發表任何聲明，並明確表示，概不對因本公告全部或任何部份內容而產生或因倚賴該等內容而引致的任何損 失承擔任何責任。 上 海 復 星 醫 藥（ 集 團 ）股 份 有 限 公 司 Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* （於中華人民共和國註冊成立的股份有限公司） 本公告乃根據香港聯合交易所有限公司證券上市規則第13.10B條而作出。 茲載列上海復星醫藥（集團）股份有限公司（「本公司」）在上海證券交易所網站刊登的《董事 會薪酬與考核委員會關於2025 年A股股票期權激勵計劃相關事項的核查意見》，僅供參閱。 承董事會命 上海復星醫藥（集團）股份有限公司 董事長 陳玉卿 中國，上海 2025 年8 月2 2 日 於本公告日期，本公司之執行董事為陳玉卿先生、關曉暉女士、文德鏞先生及王可心先生；本公司之非執行 董事為陳啟宇先生、潘東輝先生及吳以芳先生；本公司之獨立非執行董事為余梓山先生、王全弟先生、Chen Penghui先生及楊玉成 ...

上海复星医药（集团）股份有限公司 董事会薪酬与考核委员会 一、本公司具备实施 2025 年 A 股期权计划的主体资格，不存在《管理办法》 等规定的禁止实施股权激励计划的如下情形： 示意见的审计报告； 关于 2025 年 A 股股票期权激励计划相关事项的核查意见 上海复星医药（集团）股份有限公司（以下简称"本公司"）董事会薪酬与 考核委员会依据《中华人民共和国公司法》（以下简称"《公司法》"）、《中华 人民共和国证券法》 （以下简称"《证券法》"）、 《上市公司股权激励管理办法》 （以下简称"《管理办法》"）等相关法律法规及规范性文件和《上海复星医药 （集团）股份有限公司章程》 （以下简称"《公司章程》"）的有关规定，对《上 海复星医药（集团）股份有限公司 2025 年 A 股股票期权激励计划（草案）》（以 下简称"2025 年 A 股期权计划" ）及相关资料进行核查核实后，发表如下核查意 见： 《管理办法》以及《公司章程》等 规定；对各激励对象股票期权的授予安排及行权安排（包括但不限于授予数量、 授予日期、授予条件、行权价格、等待期、行权期、行权条件等）未违反有关法 律法规的规定，未损害本公司及全体股东的利益 ...

Core Viewpoint - Shanghai Fosun Pharmaceutical Group Co., Ltd. has approved the draft of the 2025 A-share stock option incentive plan to enhance corporate governance and attract talent, aligning the interests of shareholders, the company, and its core team [1][2][5] Group 1: A-share Stock Option Incentive Plan - The board of directors approved the 2025 A-share stock option incentive plan draft and its summary, which aims to establish a long-term incentive mechanism [1][2] - The board's voting results showed unanimous support with 7 votes in favor, 0 against, and 0 abstentions [2][5] - The plan requires approval from the shareholders' meeting to be implemented [2][3] Group 2: Implementation and Management - The board also approved the implementation assessment management measures for the 2025 A-share stock option plan, which will be submitted for shareholder approval [3][4] - The board's voting results for the assessment management measures were also unanimous with 7 votes in favor, 0 against, and 0 abstentions [3][5] Group 3: Authorization for Related Matters - The board proposed to authorize itself to handle matters related to the 2025 A-share option plan, including the number of options and grant dates, subject to shareholder approval [4][5] - The authorization includes necessary actions such as signing grant agreements and applying for registration with relevant authorities [4][7] Group 4: H-share Restricted Stock Unit Plan - The board approved the draft of the 2025 H-share restricted stock unit plan, aimed at further improving corporate governance and retaining talent [5][6] - The plan will also require shareholder approval, and the board will determine the grant date after the plan is adopted [5][6] Group 5: Authorization for H-share Plan - The board proposed to authorize itself to manage matters related to the 2025 H-share restricted stock unit plan, including the number of units granted and the grant date [6][7] - The voting results for this authorization were unanimous with 7 votes in favor, 0 against, and 0 abstentions [6][8]

Summary of the News Article Core Viewpoint The article discusses Shanghai Fosun Pharmaceutical (Group) Co., Ltd.'s plan to adopt a restricted share unit scheme for H shares in 2025, aimed at enhancing corporate governance and retaining talent through equity incentives. Group 1: Overview of the Plan - The company plans to implement a 2025 H share restricted share unit scheme to improve corporate governance and establish a long-term incentive mechanism [3][8]. - The total number of restricted share units to be granted under this plan is 13,370,500, which represents approximately 0.5007% of the company's total shares [2][8]. - The initial grant will consist of 10,696,400 restricted share units, accounting for 80% of the total plan [2][8]. Group 2: Details of the Initial Grant - The initial grant will be awarded to 201 eligible employees at a price of RMB 1.00 per unit after the units vest [2][6]. - The total number of shares available for the initial grant represents about 0.4005% of the company's total shares [2][8]. - The plan requires approval from the company's shareholders and the shareholders of its indirect controlling shareholder, Fosun International Limited, before implementation [3][7]. Group 3: Eligibility and Conditions - Eligible employees include executive directors, employee directors, senior management, and other key personnel deemed necessary for motivation [9]. - The plan's effectiveness is contingent upon shareholder approval and compliance with relevant laws and regulations [8][9]. - The vesting schedule for the initial grant is structured over three years, with 33% vesting after 12 months, another 33% after 24 months, and the final 34% after 36 months [17][18]. Group 4: Performance Assessment - The performance assessment for the group will focus on two key indicators: net profit attributable to shareholders and revenue from innovative drugs [20][21]. - The targets for these indicators are set for the upcoming years, with specific financial goals outlined for each assessment period [21][22]. - If the performance metrics are not met, the corresponding restricted share units may not vest [24].

Core Viewpoint - The company has established a long-term incentive mechanism to ensure the successful implementation of the 2025 A-share option plan, aiming to enhance management performance and maximize shareholder interests [1][2]. Group 1: Assessment Objectives and Principles - The purpose of the assessment is to improve corporate governance and establish a long-term incentive mechanism to ensure the achievement of the company's strategic and operational goals by 2025 [1]. - The assessment must adhere to principles of fairness, openness, and impartiality, linking the A-share option plan closely with the performance and contributions of the incentivized individuals [1][2]. Group 2: Assessment Scope and Organization - The assessment applies to all individuals participating in the 2025 A-share option plan [1]. - The company's Board of Directors' Compensation and Assessment Committee will lead and organize the assessment work [1]. Group 3: Assessment Indicators and Standards - The assessment will evaluate the company's financial performance indicators annually, focusing on "net profit attributable to shareholders" and "revenue from innovative drugs" [1][2]. - Specific targets for the assessment indicators include a net profit target of 33.2 billion RMB for the first year, increasing to 39.6 billion RMB and 47.7 billion RMB in subsequent years [2][3]. Group 4: Assessment Period and Frequency - The assessment period spans from 2025 to 2027, with evaluations conducted annually [3][4]. Group 5: Assessment Procedures and Results Management - The Human Resources Department, under the guidance of the Compensation and Assessment Committee, is responsible for the assessment process and maintaining the results [4]. - Incentivized individuals have the right to understand their assessment results and can appeal if they disagree with the evaluations, following the established procedures [4].

Core Points - The company has proposed a stock option incentive plan for 2025, aiming to enhance corporate governance and retain talent [9][10][12] - The total number of stock options to be granted is capped at 5,726,100, representing approximately 0.2144% of the company's total shares [14][15] - The plan includes an initial grant of 4,580,900 options (80% of the total) and a reserved grant of 1,145,200 options (20% of the total) [15][24] Summary by Sections Purpose of the Plan - The plan aims to align the interests of shareholders, the company, and its core team, ensuring long-term development and motivation for key personnel [9][10] Management Structure - The shareholders' meeting is the highest authority for approving the plan, while the board of directors is responsible for its execution [10][11] Incentive Recipients - The plan targets executive directors, employee directors, senior management, and other key employees, with a maximum of 201 initial recipients [12][13] Source and Quantity of Shares - The shares for the stock options will come from shares repurchased from the secondary market, with specific limits on the total number of shares that can be granted [14][15] Grant and Exercise Conditions - The exercise price for the initial grant is set at 27.93 yuan per share, based on the average trading price prior to the announcement [19][20] - The plan stipulates performance-based conditions for exercising options, including group-level financial metrics [21][24] Lock-up Regulations - There are restrictions on the transfer of shares by directors and senior management during their tenure and for a period after leaving the company [19][24]

Core Viewpoint - The company is implementing an A-share option incentive plan aimed at enhancing corporate governance, attracting and retaining talent, and aligning the interests of shareholders, the company, and its core team for long-term development [3][4]. Group 1: Company Overview - Fosun Pharma was listed on the Shanghai Stock Exchange on August 7, 1998, and on the Hong Kong Stock Exchange on October 30, 2012 [2]. - As of August 22, 2025, the total share capital of the company is 2,670,429,325 shares, comprising 2,118,488,825 A-shares and 551,940,500 H-shares [2]. - The company operates in the fields of biochemical products, reagents, and related consulting services, among others [2]. Group 2: Incentive Plan Details - The total number of A-share options to be granted under the plan is capped at 5,726,100, which corresponds to 0.2144% of the company's total shares [4][5]. - The initial grant will consist of 4,580,900 options (80% of the total), while 1,145,200 options (20%) will be reserved for future grants [5][6]. - The A-share options will be sourced from shares repurchased from the secondary market [4][6]. Group 3: Objectives and Benefits - The plan aims to improve corporate governance and establish a long-term incentive mechanism to motivate executives and employees [3][4]. - It seeks to align the interests of shareholders, the company, and its core team, fostering a collective focus on the company's long-term growth [3][4]. Group 4: Grant and Exercise Conditions - The exercise price for the initial grant of A-share options is set at 27.93 yuan per share, based on the average trading price prior to the announcement [10]. - The plan includes a waiting period before options can be exercised, with specific timelines for different tranches of options [11][12]. - The plan stipulates that the options can only be exercised if certain financial performance criteria are met, including net profit and revenue from innovative drugs [14][15]. Group 5: Financial Impact and Accounting - The total estimated expense for the initial grant of 4,580,900 A-share options is projected to be 12.14 million yuan, which will be amortized over the plan's duration [30][31]. - The plan's implementation is expected to have a positive impact on the company's performance, potentially outweighing the associated costs [31].