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. 上海醫藥集團股份有限公司 Shanghai Pharmaceuticals Holding Co., Ltd.* (A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 02607) 2016 ANNUAL RESULTS ANNOUNCEMENT The board of directors (the “Board”) of Shanghai Pharmaceuticals Holding Co., Ltd. (the “Company”) is pleased to announce the results of the Company and its subsidiaries (collectively the “Group”) for the year ended 31 December 2016. These annual results are prepared in accordance with the Hong Kong Financial Reporting Standards and audited by PricewaterhouseCoopers. The Audit Committee of the Board has reviewed these annual results. The full content of the Company’s annual report of 2016 is attached to this announcement. The formal annual report will be dispatched to the shareholders of the Company and published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.sphchina.com) at an appropriate time. By Order of the Board Shanghai Pharmaceuticals Holding Co., Ltd.* ZHOU Jun Chairman Shanghai, the PRC, 22 March 2017 As at the date of this announcement, the executive directors of the Company are Mr. CHO Man, Mr. LI Yongzhong and Mr. SHEN Bo; the non-executive directors are Mr. ZHOU Jun and Ms. LI An; and the independent non-executive directors are Mr. WAN Kam To, Mr. TSE Cho Che, Edward, Mr. CAI Jiangnan and Mr. HONG Liang. * For identification purpose only (Stock Code of H Share: 02607) (Stock Code of A Share: 601607) (A joint stock company incorporated in the People's Republic of China with limited liability) Shanghai Pharmaceuticals Holding Co., Ltd. Annual Report 2016 * m .co a chin ph .s w w w Important Notice I. The board of directors and the board of supervisors of the Company and the directors, supervisors and senior management warrant that this annual report is true, accurate and complete and contains no false information, misleading statement or material omission and assume joint and several responsibilities therefor. II. All directors of the Company attended the meeting of the Board of directors. III. PricewaterhouseCoopers Zhong Tian LLP and PricewaterhouseCoopers issued standard unqualified auditor’s reports for the financial reports prepared by the Company based on the Chinese Accounting Standards for Business Enterprises. PricewaterhouseCoopers, Certified Public Accountants issued standard unqualified auditor’s reports for the financial reports prepared by the Company based on the Hong Kong Financial Reporting Standards. IV. Mr. Zhou Jun, the person in charge of the Company, Mr. Cho Man, the principal in charge of accounting and Mr. Shen Bo, head of the Accounting Department (Chief Financial Officer), hereby declare that they warrant the truthfulness, accuracy and completeness of the financial statements contained in this annual report. V. The plan for profit distribution or conversion of capital reserve fund into share capital for the Reporting Period considered by the board of directors. A cash dividend of RMB3.60 (tax included) for every ten shares based on the total share capital of 2,688,910,538 shares as at the end 2016 was proposed to be distributed to all shareholders, subject to approval at the annual general meeting of the Company for 2016. VI. Risk statements regarding the forward-looking statements ✓ Applicable □ Not applicable The forward-looking statements, such as future plans, development strategy contained in this report do not constitute any substantive commitment by the Company to the investors. Investors are advised to be aware of the investment risks involved. VII. Is there any appropriation of funds by the controlling shareholders and their connected parties that is unrelated to operation? No VIII. Is there any instance of providing external guarantee that is in breach of the established decision making procedure? No IX. Significant Risks ✓ Applicable □ Not applicable During the reporting period, there are no significant risks that have substantive significant effect on manufacture and management of the Company. The Company has already explains all the risks and corresponding measures that the Company might face in the manufacture and management. Please refer to the potential risk factors set out in the Report of the Board of Directors, Chapter 4 of this annual report. X. Others □ Applicable ✓ Not applicable Contents Important Notice 0 Contents 1 Chapter 1 Definitions 2 Chapter 2 Basic Corporate Information and Major Financial Indicators 5 Chapter 3 An Overview of Company Businesses 14 Chapter 4 Report of the Board of Directors 24 Chapter 5 Significant Events 71 Chapter 6 Changes in Ordinary Share Capital and Information about Shareholders 96 Chapter 7 Information Related to Preference Shares 106 Chapter 8 Directors, Supervisors, Senior Management and Employees 107 Chapter 9 Corporate Governance 132 Chapter 10 Relevant information of Corporate Bonds 150 Chapter 11 Financial Report 155 Chapter 12 Catalogue of Documents Available for Inspection 156 Definitions I. DEFINITIONS In this annual report, unless the context otherwise requires, the following terms shall have the following meanings: Definitions of Common Terms “the Group”, “Group”, Shanghai Pharmaceuticals Holding Co., Ltd. (上海醫藥集團 “the Company”, “Company” 股份有限公司), a joint stock company incorporated in the or “Shanghai Pharmaceuticals” PRC with limited liability (shares of which are listed on the Shanghai Stock Exchange with stock code 601607, and on the Main Board of the Hong Kong Stock Exchange with stock code 02607) or Shanghai Pharmaceuticals Holding Co., Ltd. and its subsidiaries, where applicable “Articles of Association” or “Articles” the articles of association of Shanghai Pharmaceuticals (as amended from time to time) “Reporting Period” the 12-month period from 1 January 2016 to 31 December 2016 “YOY” year-on-year “Shares” shares of Shanghai Pharmaceuticals with a nominal value of RMB1.00 each, comprising both A Shares and H Shares “A Shares” domestic shares of the Company, with a nominal value of RMB1.00 each, which are listed on the Shanghai Stock Exchange and traded in RMB “H Shares” overseas shares of the Company, with a nominal value of RMB1.00 each, which are listed on the Hong Kong Stock Exchange and traded in Hong Kong dollars “RMB” or “Renminbi” Renminbi, the lawful currency of the PRC “HK$” or “HK dollars” or Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong dollars” “AUD” Australian dollars, the lawful currency of Australia “NZ$” New Zealand dollars, the lawful currency of New Zealand “PRC” or “China” the People’s Republic of China; unless the context otherwise requires, references to the PRC or China herein do not include Hong Kong, Macau or Taiwan 2 Shanghai Pharmaceuticals Holding Co., Ltd. Definitions “Hong Kong” or “HK” the Hong Kong Special Administrative Region of the PRC “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited “Hong Kong Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended, supplemented or otherwise modified from time to time) “Model Code” the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 of the Hong Kong Listing Rules (as amended, supplemented or otherwise modified from time to time) “Corporate Governance Code” the Corporate Governance Code as set out in Appendix 14 of the Hong Kong Listing Rules (as amended, supplemented or otherwise modified from time to time) “SFO” the Securities and Futures Ordinance, Chapter 571, Laws of Hong Kong, as amended from time to time “Controlling Shareholders” unless otherwise stated, has the meaning ascribed to it under the Hong Kong Listing Rules, including SIIC, Shanghai Shangshi and Shanghai Pharmaceutical (Group) “WHO” World Health Organization “FDA” Food and Drug Administration of the United States “CFDA” China Food and Drug Administration “CSRC” China Securities Regulatory Commission (中國證券監督管理 委員會) “NDRC” National Development and Reform Commission “Shanghai SASAC” Shanghai State-owned Assets Supervision and Administration Commission (上海市國有資產監督管理委員會) “MOHRSS” Ministry of Human Resources and Social Security of the People’s Republic of China（中華人民共和國人力資源和社會 保障部） “SIIC” Shanghai Industrial Investment (Holdings) Co., Ltd. (上海實 業(集團)有限公司) Annual Report 2016 3 Definitions “Shanghai Shangshi” Shanghai Shangshi (Group) Co., Ltd. (上海上實(集團)有限 公司) “Shanghai Pharmaceutical (Group)” Shanghai Pharmaceutical (Group) Co., Ltd. (上海醫藥(集團) 有限公司) “Shanghai Guosheng” Shanghai Guosheng Group Co., Ltd. (上海國盛(集團)有限 公司) “Shanghai Shengrui” Shanghai Shengrui Investment Co., Ltd. (上海盛睿投資有限 公司) “Shenergy Group” Shenergy (Group) Co., Ltd. (申能(集團)有限公司) “Humanwell Healthcare” Humanwell Healthcare Group Co., Ltd. “HPGC” Harbin Pharmaceutical Group Co., Ltd. “Fosun Pharma” Shanghai Fosun Pharmaceutical (Group) Co., Ltd. “NCPC” North China Pharmaceutical Company Ltd. “GYBYS” Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited “HISUN” Zhejiang Hisun Pharmaceutical Co., Ltd. “Hengrui Medicine” Jiangsu Hengrui Medicine Co., Ltd. “CR Sanjiu” China Resources Sanjiu Medical & Pharmaceutical Co., Ltd. “Livzon Group” Livzon Pharmaceutical