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    600196   CNE000000X38

SHANGHAI FOSUN PHARMACEUTICAL (GROUP) CO., LTD.

(600196)
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Shanghai Fosun Pharmaceutical : CONNECTED TRANSACTION FORMATION OF PARTNERSHIP

11/24/2021 | 08:10am EST

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)

CONNECTED TRANSACTION

FORMATION OF PARTNERSHIP

FORMATION OF PARTNERSHIP

The Board is pleased to announce that, on 24 November 2021, Fujian Fund, the subsidiary of the Company, the Company, Fosun High Tech, the controlling shareholder of the Company, and Ningbo Xingyao entered into the Dalian Partnership Agreement, pursuant to which, the total capital contribution of Dalian Partnership shall be RMB10 million, of which RMB0.1 million shall be contributed by Fujian Fund (as the General Partner), RMB6.56 million shall be contributed by the Company (as a Limited Partner), RMB1.64 million shall be contributed by Fosun High Tech (as a Limited Partner) and RMB1.7 million shall be contributed by Ningbo Xingyao (as a Limited Partner).

HONG KONG LISTING RULES IMPLICATIONS

As the date of this announcement, Fosun High Tech is the controlling shareholder of the Company. Accordingly, Fosun High Tech and its associates constitute connected persons of the Company under Rule 14A.07 of the Hong Kong Listing Rules. Therefore, the transaction contemplated under the Dalian Partnership Agreement constitutes a connected transaction of the Company under Chapter 14A of the Hong Kong Listing Rules. Given that the party to the Dalian Partnership Agreement is the same connected person as the relevant parties to the Previous Transactions, the transaction contemplated under the Dalian Partnership Agreement and the Previous Transactions shall be aggregated pursuant to Rule 14A.81 of the Hong Kong Listing Rules. As the highest percentage ratio applicable to the sum of the transaction contemplated under the Dalian Partnership Agreement and the Previous Transactions is more than 0.1% but less than 5%, pursuant to Rule 14A.76(2) of the Hong Kong Listing Rules, the transaction contemplated under the Dalian Partnership Agreement is subject to reporting and announcement requirements but is exempt from the independent shareholders' approval requirement under Chapter 14A of the Hong Kong Listing Rules.

- 1 -

As at the date of this announcement, Mr. Wang Yao, the general partner of Ningbo Xingyao, is the director and/or chief executive of certain subsidiaries of the Company, therefore, Mr. Wang Yao and Ningbo Xingyao constitute connected persons at the subsidiary level of the Company pursuant to Rule 14A.07 of the Hong Kong Listing Rules. As all the percentage ratios applicable to the transactions contemplated under the Dalian Partnership Agreement are less than 1%, the entering into the Dalian Partnership Agreement with Ningbo Xingyao is fully exempt under Rule 14A.76(1) of the Hong Kong Listing Rules.

  1. FORMATION OF PARTNERSHIP
    The Board is pleased to announce that, on 24 November 2021, Fujian Fund, the subsidiary of the Company, the Company, Fosun High Tech, the controlling shareholder of the Company, and Ningbo Xingyao entered into the Dalian Partnership Agreement, pursuant to which, the total capital contribution of Dalian Partnership shall be RMB10 million, of which RMB0.1 million shall be contributed by Fujian Fund (as the General Partner), RMB6.56 million shall be contributed by the Company (as a Limited Partner), RMB1.64 million shall be contributed by Fosun High Tech (as a Limited Partner) and RMB1.7 million shall be contributed by Ningbo Xingyao (as a Limited Partner).
    Date
    24 November 2021 Parties
    1. Fujian Fund
    2. The Company
    3. Fosun High Tech; and
    4. Ningbo Xingyao

- 2 -

Capital contribution and payments

The total capital contribution to be made by all partners of Dalian Partnership shall be RMB10 million. The capital contribution to be made by each of the partners is set out as follows:

Percentage

of interest in

Capital

Dalian

Partners

Type

Contribution

Partnership

(RMB millions)

Fujian Fund

General Partner

0.10

1.0%

The Company

Limited Partner

6.56

65.6%

Fosun High Tech

Limited Partner

1.64

16.4%

Ningbo Xingyao

Limited Partner

1.70

17.0%

Total

10.00

100.0%

Each of the partners of Dalian Partnership shall make its respective capital contribution in full by 5 November 2031.

The capital contribution to be made by the partners of Dalian Partnership was determined after arm's-length negotiation between the partners taking into account of the capital requirements of Dalian Partnership. The relevant capital contribution will be financed by the self-owned funds of Fujian Fund and the Company, respectively.

Scope of business

Investment with self-owned fund, corporate management and information consulting.

Business of the partnership

Fujian Fund, the General Partner, shall act as the executive partner of Dalian Partnership to represent Dalian Partnership and execute the business of Dalian Partnership.

Profit and loss of the partnership

The profit and loss of Dalian Partnership shall be distributed and assumed by the partners in proportion to their respective paid-up contribution.

- 3 -

Debt of the partnership

Dalian Partnership shall apply the property of partnership in payment of its debts and liabilities. The General Partner shall bear unlimited liability for Dalian Partnership in case of insufficient property, and the Limited Partners shall be liable for the debts and liabilities of Dalian Partnership in proportion, and limited, to their respective subscription amount of contribution.

Dispute resolutions

Any dispute between the partners shall be resolved through negotiation, failing which any party shall submit the dispute to Shanghai Arbitration Centre for arbitration. The arbitral award shall be final and binding on all parties.

Effectiveness

The Dalian Partnership Agreement shall become effective upon signing, and affixing with common seal, by all partners thereto.

  1. REASONS AND BENEFITS OF THE FORMATION OF DALIAN PARTNERSHIP
    In order to strengthen the composition of the healthcare industry, the Group intends to consolidate internal and external resources to establish an equity investment fund that is focusing on investment in early-stage and early-to-mid-stage innovative enterprises of medical devices, medical technology and the related industries. Dalian Partnership is an investment and management platform set up by the Group for the initiative of establishing such equity investment fund.
    Dalian Partnership will be incorporated to the consolidated statement of the Group.
    The Directors (including the independent non-executive Directors) consider that the terms of the Dalian Partnership Agreement are on normal commercial terms, and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
    Mr. Chen Qiyu, Mr. Yao Fang, Mr. Xu Xiaoliang and Mr. Pan Donghui, being Directors, abstained from voting on the resolution of the Board in respect of the entering into of the Dalian Partnership Agreement, while the 5 remaining Directors (including 4 independent non-executive Directors) participated in the voting and approved unanimously.
  2. INFORMATION OF PARTNERS Fujian Fund
    Fujian Fund is a company established in the PRC with limited liability and a non-wholly owned subsidiary of the Company. It is mainly engaged in the equity investment management in the innovation area of healthcare industry and Fujian Fund has completed the registration in the Asset Management Association of China.

- 4 -

The Group

The Group is a leading healthcare group in the PRC and primarily engaged in business segments including pharmaceutical manufacturing and R&D, medical devices and medical diagnosis, healthcare services as well as pharmaceutical distribution and retail.

Fosun High Tech

Fosun High Tech is a company incorporated in the PRC with limited liability and the controlling shareholder of the Company. Fosun High Tech is a wholly-owned subsidiary of Fosun International (a company listed on the main board of the Hong Kong Stock Exchange with the stock code 00656), it mainly focuses on health, happiness, wealth and intelligent manufacturing segments and provides highquality products and services for families around the world.

Ningbo Xingyao

Ningbo Xingyao is a limited partnership registered in the PRC, acted by Mr. Wang Yao as its executive partner and is mainly engaged in corporate management. Ningbo Xingyao is a co- investing fund platform established by investment department personnel. As at the date of this announcement, Mr. Wang Yao, as the general partner of Ningbo Xingyao, holds a 47.6% partnership interest in Ningbo Xingyao and Mr. Song Hao, Mr. Zhou Zhibo and Ms. Wu Lili, being the limited partners of Ningbo Xingyao, hold a 20.3%, 20.3% and 11.8% partnership interest in Ningbo Xingyao, respectively.

  1. HONG KONG LISTING RULES IMPLICATIONS
    As the date of this announcement, Fosun High Tech is the controlling shareholder of the Company. Accordingly, Fosun High Tech and its associates constitute connected persons of the Company under Rule 14A.07 of the Hong Kong Listing Rules. Therefore, the transaction contemplated under the Dalian Partnership Agreement constitutes a connected transaction of the Company under Chapter 14A of the Hong Kong Listing Rules.Given that the party to the Dalian Partnership Agreement is the same connected person as the relevant parties to the Previous Transactions, the transaction contemplated under the Dalian Partnership Agreement and the Previous Transactions shall be aggregated pursuant to Rule 14A.81 of the Hong Kong Listing Rules. As the highest percentage ratio applicable to the sum of the transaction contemplated under the Dalian Partnership Agreement and the Previous Transactions is more than 0.1% but less than 5%, pursuant to Rule 14A.76(2) of the Hong Kong Listing Rules, the transaction contemplated under the Dalian Partnership Agreement is subject to reporting and announcement requirements but is exempt from the independent shareholders' approval requirement under Chapter 14A of the Hong Kong Listing Rules.
    As at the date of this announcement, Mr. Wang Yao, the general partner of Ningbo Xingyao, is the director and/or chief executive of certain subsidiaries of the Company, therefore, Mr. Wang Yao and Ningbo Xingyao constitute connected persons at the subsidiary level of the Company pursuant to Rule 14A.07 of the Hong Kong Listing Rules. As all the percentage ratios applicable to the

- 5 -

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Shanghai Fosun Pharmaceutical (Group) Co. Ltd. published this content on 24 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 November 2021 13:09:06 UTC.


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Xiao Hui Guan Vice Chairman, Executive President & CEO
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