Prior approval of independent non-executive directors
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the guidelines for the governance of listed companies issued by the China Securities Regulatory Commission, the guiding opinions on the establishment of independent director system in listed companies and other laws and regulations, as well as the articles of association of Shanghai Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) (Group) Co., Ltd According to the relevant provisions of the independent non-executive director system of Shanghai Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) (Group) Co., Ltd., as the independent non-executive director of Shanghai Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) (Group) Co., Ltd. (hereinafter referred to as “the company”), we have reviewed the relevant proposal materials to be submitted to the 6th and 18th Meeting (interim meeting) of the 8th board of directors for deliberation, and hereby express the following opinions:
1、 Matters concerning participation in capital increase of Fosun Kate Biotechnology Co., Ltd
This connected transaction complies with the relevant provisions of the company law, the securities law and the Listing Rules of Shanghai Stock Exchange (hereinafter referred to as the Listing Rules of Shanghai Stock Exchange), and the transaction pricing is fair and reasonable.
The matter does not harm the interests of the company and its shareholders, especially the minority shareholders. It is agreed to submit the matter to the board of directors of the company for deliberation.
2、 Matters concerning the signing of the framework agreement on daily connected / connected transactions with Fosun International Co., Ltd
These daily connected / connected transactions are necessary for the operation of the group. The framework agreement signed this time complies with the relevant provisions of the company law, the securities law, the Listing Rules of Shanghai Stock Exchange and the Securities Listing Rules of the stock exchange of Hong Kong Limited (hereinafter referred to as the “Listing Rules of the stock exchange”) and the agreed transaction pricing is fair and reasonable and in line with the general commercial terms.
The matter does not harm the interests of the company and its shareholders, especially the minority shareholders. It is agreed to submit the matter to the board of directors of the company for deliberation.
3、 Matters concerning the framework agreement on daily connected transactions signed with C.Q.Pharmaceutical Holding Co.Ltd(000950) company
These daily connected transactions are necessary for the operation of the group. The framework agreement signed this time complies with the relevant provisions of the company law, the securities law and the Listing Rules of the stock exchange. The agreed transaction pricing basis is fair and reasonable and in line with the general commercial terms.
The matter does not harm the interests of the company and its shareholders, especially the minority shareholders. It is agreed to submit the matter to the board of directors of the company for deliberation.
Independent non-executive directors: Li Ling, Tang Guliang, Wang Quandi, Yu Zishan March 28, 2002
