Shanghai Fosun Pharmaceutical : CONNECTED TRANSACTION - ENTERING INTO THE PARTNERSHIP AGREEMENT REGARDING ESTABLISHMENT OF A FUND AND POSSIBLE CONTINUING CONNECTED TRANSACTION - REGARDING THE FUND MANAGEMENT AGREEMENT (H SHARES)

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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)

CONNECTED TRANSACTION

ENTERING INTO THE PARTNERSHIP AGREEMENT REGARDING

ESTABLISHMENT OF A FUND

AND

POSSIBLE CONTINUING CONNECTED TRANSACTION

REGARDING THE FUND MANAGEMENT AGREEMENT

ESTABLISHMENT OF XINGJIAN RUIYING FUND

The Board announces that, on 28 December 2020, Nanjing Fuxin and Ningbo Fuying, both subsidiaries of the Company, Fosun High Tech, the controlling shareholder of the Company, and other investors entered into the Xingjian Ruiying Partnership Agreement in relation to the establishment of Xingjian Ruiying Fund, pursuant to which the total fund-raising target of Xingjian Ruiying Fund shall be in the amount of RMB1,500 million and the initial subscription capital shall be in the aggregate amount of RMB1,010.1 million, of which Nanjing Fuxin (as the General Partner) shall make cash contribution in the amount of RMB10.1 million, Ningbo Fuying (as a Limited Partner) shall make cash contribution in the amount of RMB320 million, Fosun High Tech (as a Limited Partner) shall make cash contribution in the amount of RMB200 million and the other investors shall (as Limited Partners) shall make cash contribution in the aggregate amount of RMB480 million.

THE FUND MANAGEMENT AGREEMENT

Under the Xingjian Ruiying Partnership Agreement, Fujian Fund shall be engaged as the fund manager, and therefore, Fujian Fund, Nanjing Fuxin and Xingjian Ruiying Fund propose to enter into the Fund Management Agreement in relation to the provision of the relevant fund management services by Fujian Fund to Xingjian Ruiying Fund for a term of three years commencing from 1 January 2021 and expiring on 31 December 2023.

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HONG KONG LISTING RULES IMPLICATIONS

Establishment of Xingjian Ruiying Fund

As Fosun High Tech is the controlling shareholder of the Company, Fosun High Tech constitutes a connected person of the Company under Rule 14A.07 of the Hong Kong Listing Rules. Therefore, the transactions contemplated under the Xingjian Ruiying Partnership Agreement constitute connected transactions of the Company under Chapter 14A of the Hong Kong Listing Rules. Given the relevant parties to the Xingjian Ruiying Partnership Agreement and those to the Previous Connected Transactions are the same connected persons, under Rule 14A.81 of the Hong Kong Listing Rules, the transactions contemplated under the Xingjian Ruiying Partnership Agreement shall be aggregated with the Previous Connected Transactions. As the applicable percentage ratios after aggregation for the transactions contemplated under the Xingjian Ruiying Partnership Agreement and the Previous Connected Transactions are more than 0.1% but less than 5%, the transactions contemplated under the Xingjian Ruiying Partnership Agreement are subject to the reporting and announcement requirements but are exempt from the independent shareholders' approval requirement under Chapter 14A of the Hong Kong Listing Rules.

The Fund Management Agreement

As Fujian Fund is a company owned by the Company and Fosun High Tech (through its subsidiary), the controlling shareholder of the Company, as to 60% and 40%, respectively, Fujian Fund constitute a connected subsidiary of the Company under Rule 14A.16 of the Hong Kong Listing Rules and a connected person under the Hong Kong Listing Rules. Therefore, the transactions contemplated under the Fund Management Agreement, if they materialise, will constitute continuing connected transactions of the Company under Chapter 14A of the Hong Kong Listing Rules. Given the relevant parties to the Fund Management Agreement and those to the Existing Fund Management Agreement are the same connected persons, under Rule 14A.81 of the Hong Kong Listing Rules, the transactions contemplated under the Fund Management Agreement shall be aggregated with the Existing Fund Management Agreement. As the highest applicable percentage ratio after aggregation on an annual basis for the transactions contemplated under the Fund Management Agreement and the Existing Fund Management Agreement is more than 0.1% but less than 5%, the transactions contemplated under the Fund Management Agreement are subject to reporting, annual review and announcement requirements but are exempt from the independent shareholders' approval requirement under Chapter 14A of the Hong Kong Listing Rules.

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1. ESTABLISHMENT OF XINGJIAN RUIYING FUND
   The Board announces that, on 28 December 2020, Nanjing Fuxin and Ningbo Fuying, both subsidiaries of the Company, Fosun High Tech, the controlling shareholder of the Company, and other investors entered into the Xingjian Ruiying Partnership Agreement in relation to the establishment of Xingjian Ruiying Fund, pursuant to which the total fund-raising target of Xingjian Ruiying Fund shall be in the amount of RMB1,500 million and the initial subscription capital shall be in the aggregate amount of RMB1,010.1 million, of which Nanjing Fuxin (as the General Partner) shall make cash contribution in the amount of RMB10.1 million, Ningbo Fuying (as a Limited Partner) shall make cash contribution in the amount of RMB320 million, Fosun High Tech (as a Limited Partner) shall make cash contribution in the amount of RMB200 million and the other investors shall (as Limited Partners) shall make cash contribution in the aggregate amount of RMB480 million. The principal terms of the Xingjian Ruiying Partnership Agreement are set out below.
   Date
   28 December 2020
   Parties
2. 1. Nanjing Fuxin;
   2. Ningbo Fuying;
   3. Fosun High Tech;
   4. Nanjing Industrial Development Fund;
   5. Nanjing Yangtze River Fund; and
   6. Suzhou International Development Taicang Fund

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, except for Fosun High Tech, all the other investors and their respective ultimate owners are parties independent from the Company and its connected persons.

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Contribution and Payment

The initial subscription contribution amount of Xingjian Ruiying Fund shall be in the aggregate amount of RMB1,010.1 million, the respective subscription amount to be made by each partner is set out below:

				Percentage of
				the interest
		Subscription		in Xingjian
		contribution		Ruiying Fund
Partners	Type	amount		(Note)
		(RMB million)
Nanjing Fuxin	General Partner	10.1	1.00%
Ningbo Fuying	Limited Partner	320.0	31.68%
Fosun High Tech	Limited Partner	200.0	19.80%
Nanjing Industrial Development Fund	Limited Partner	300.0	29.70%
Nanjing Yangtze River Fund	Limited Partner	150.0	14.85%
Suzhou International Development
Taicang Fund	Limited Partner	30.0	2.97%
Total		1,010.1	100.00%

Note: the percentage of interest in Xingjian Ruiying Fund to be held by each partner shall be subject to the completion of fundraising process.

The above listed subscription contribution amount to be made by Nanjing Fuxin and Ningbo Fuying was determined by the parties to the Xingjian Ruiying Partnership Agreement through arm's-length negotiation. Nanjing Fuxin and Ningbo Fuying will settle the subscription contribution amount by their respective self-raised funds.

Unless otherwise agreed, the initial subscription contribution amount to be made by the partners of Xingjian Ruiying Fund shall be paid in three instalments according to its needs based on the investment business. The first instalment to be paid by the relevant partner shall be not less than 30% of such partner's subscription contribution amount, the second instalment to be paid by the relevant partner shall be not less than 40% of such partner's subscription contribution amount, and the third instalment to be paid by the relevant partner shall be not less than 30% of such partner's subscription contribution amount.

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