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)
INSIDE INFORMATION AND
JOINT PROGRESS ANNOUNCEMENT
DISCLOSEABLE TRANSACTION - INTELLECTUAL PROPERTY,
DEVELOPMENT & COMMERCIALIZATION TRANSFER AGREEMENTS
This joint announcement is made by Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* (''Fosun Pharma'') and Fosun International Limited (''Fosun International'') pursuant to Rule 13.09(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and Part XIVA of the Securities and Futures Ordinance.
References are made to the joint announcements of Fosun Pharma and Fosun International dated 18
October 2013 and 23 October 2013 (the ''Joint Announcements'') in relation to, among other things, the intellectual property, development & commercialization transfer agreements. Unless otherwise indicated, capitalized terms used herein shall have the same meanings as defined in the Joint Announcements.
Pursuant to the Transfer Agreements dated 23 October 2013, Chongqing Fochon, an indirectly-owned subsidiary of Fosun Pharma agreed to sell and transfer, and SELLAS Clinicals Holding AG as the Purchaser, agreed to purchase all of Chongqing Fochon's and its wholly-owned subsidiaries' right, title and interest in the Intellectual Property in respect of Fotagliptin Benzoate and Pan-HER inhibitors for an estimated total consideration of approximately EUR388 million. The consideration is payable in several stages and as at the date of this announcement, the accumulated consideration payable by the Purchaser amounted to EUR8 million, with the actual paid consideration amounted to EUR1.5 million.
As the Purchaser has failed to timely perform its payment obligations under the Transfer Agreements, and pay the balance of the consideration due and payable upon reasonable notices and requests made by Chongqing Fochon, on 30 June 2014, Chongqing Fochon notified the Purchaser in writing that the Transfer Agreements be terminated pursuant to the terms of the Transfer Agreements. Chongqing Fochon reserves its right to claim against the Purchaser in respect of any and all losses, damages, costs and expenses which may be suffered or incurred by Chongqing Fochon arising from the termination of the Transfer Agreements as a result of the default of the Purchaser.
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Both the Boards of Fosun Pharma and Fosun International are of the view that the termination of the Transfer Agreements will not have any material adverse effect on the financial position and operation of Fosun Pharma and its subsidiaries.
By order of the Board
Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* Chen Qiyu
By order of the Board
Fosun International Limited
30 June 2014
As at the date of this announcement, the executive directors of Fosun Pharma are Mr. Chen Qiyu and Mr. Yao Fang; the non-executive directors of Fosun Pharma are Mr. Guo Guangchang, Mr. Wang Qunbin, Mr. Wang Pinliang, Ms. Kang Lan and Mr. John Changzheng Ma; and the independent non-executive directors of Fosun Pharma are Mr. Han Jiong, Dr. Zhang Weijiong, Mr. Li Man-kiu Adrian David and Mr. Cao Huimin.
As at the date of this announcement, the executive directors of Fosun International are Mr. Guo Guangchang, Mr. Liang Xinjun, Mr. Wang Qunbin, Mr. Ding Guoqi, Mr. Qin Xuetang and Mr. Wu Ping; the non-executive director of Fosun International is Mr. Fan Wei, and the independent non-executive directors of Fosun International are Mr. Zhang Shengman, Mr. Andrew Y. Yan, Mr. Zhang Huaqiao and Mr. David T. Zhang.
* for identification purposes only
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