Shanghai Fosun Pharmaceutical : DISCLOSEABLE TRANSACTION - DISPOSAL OF EQUITY INTEREST IN SUBSIDIARIES

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)

DISCLOSEABLE TRANSACTION

DISPOSAL OF EQUITY INTEREST IN SUBSIDIARIES

EQUITY TRANSFER AND CAPITAL INCREASE AGREEMENT

The Board announces that, on 30 September 2021, the Company, Asia Energy Investment, Qianhai Zhitou, the Purchaser and Yaneng Biotech, a subsidiary of the Company, entered into the Equity Transfer and Capital Increase Agreement in relation to, among others, (1) each of the Vendors agrees to transfer their respective Sale Interest to the Purchaser for an aggregate consideration of RMB2,203.9875 million, of which the Company agrees to transfer the Fosun Pharma Sale Interest to the Purchaser for the consideration in the amount of RMB1,596.1 million; and (2) the Purchaser agrees to make a capital contribution in the amount of RMB300 million to subscribe for an additional registered capital of HK$634,624 of Yaneng Biotech.

HONG KONG LISTING RULES IMPLICATIONS

Pursuant to the Equity Transfer and Capital Increase Agreement, the Proposed Disposal consists of transfer of the Fosun Pharma Sale Interest by the Company to the Purchaser and the Capital Increase, where the transfer of the Fosun Pharma Sale Interest and the Capital Increase constitute a disposal and a deemed disposal of the Company, respectively, under Chapter 14 of the Hong Kong Listing Rules. As one of the relevant applicable percentage ratios (as defined under the Hong Kong Listing Rules) in respect of the transfer of the Fosun Pharma Sale Interest and Capital Increase under the Equity Transfer and Capital Increase Agreement exceed 5% but is less than 25%, the transactions contemplated under the Equity Transfer and Capital Increase Agreement constitute discloseable transactions for the Company and are subject to the reporting and announcement requirements under Chapter 14 of the Hong Kong Listing Rules.

- 1 -

1. EQUITY TRANSFER AND CAPITAL INCREASE AGREEMENT
   The Board announces that, on 30 September 2021, the Company, Asia Energy Investment, Qianhai Zhitou, the Purchaser and Yaneng Biotech, a subsidiary of the Company, entered into the Equity Transfer and Capital Increase Agreement in relation to, among others, (1) each of the Vendors agrees to transfer their respective Sale Interest to the Purchaser for an aggregate consideration of RMB2,203.9875 million, of which the Company agrees to transfer the Fosun Pharma Sale Interest to the Purchaser for the consideration in the amount of RMB1,596.1 million; and (2) the Purchaser agrees to make a capital contribution in the amount of RMB300 million to subscribe for an additional registered capital of HK$634,624 of Yaneng Biotech. Upon the completion of the transactions contemplated under the Equity Transfer and Capital Increase Agreement, the equity interest in Yaneng Biotech held by the Company will be decreased to 19.9976% from 50.1084% and Yaneng Biotech will cease to be a subsidiary of the Company, and the Group will no longer hold any equity interest in Jinshi Laboratory.
   The principal terms of the Equity Transfer and Capital Increase Agreement are set out below. Date
   30 September 2021 Parties
2. 1. the Company;
   2. Asia Energy Investment;
   3. Qianhai Zhitou;
   4. the Purchaser; and
   5. Yaneng Biotech

To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, the Purchaser and its ultimate beneficial owners are third parties independent of the Company, and none of the parties to the Equity Transfer and Capital Increase Agreement is a connected person of the Company.

Assets to be disposed of

Pursuant to the Equity Transfer and Capital Increase Agreement, the Company agrees to transfer, and shall procure the transfer of, the Fosun Pharma Sale Interest to the Purchaser for the consideration in the amount of RMB1,596.1 million.

- 2 -

The consideration for the Fosun Pharma Sale Interest was determined through arm's-length negotiation between the parties according to the relevant Sale Interest of each Vendor to be disposed of, based on the overall valuation of the Target Group in the amount of RMB5,500 million prior to the Proposed Disposal as agreed between the parties to the Equity Transfer and Capital Increase Agreement, and such overall valuation of the Target Group represents approximately 26.6 times of the net profit of the Target Group for the year 2020, which was determined with reference to the price-to-earnings ratio of comparable listed companies engaged in molecular diagnostics business in the PRC taking into account the difference in liquidity between the primary and secondary markets.

Capital Increase

Pursuant to the Equity Transfer and Capital Increase Agreement, the Purchaser agrees to make a capital contribution in the amount of RMB300 million to subscribe for an additional registered capital of Yaneng Biotech in the amount of HK$634,624. The capital contribution equal to the additional registered capital will be recorded to the paid-in registered capital of Yaneng Biotech, and the surplus will be recorded to the capital reserve of Yaneng Biotech.

The capital contribution to be made by the Purchaser was determined through arm's-length negotiation between the parties according to the capital requirement of the Yaneng Biotech, based on the overall valuation of the Target Group in the amount of RMB5,500 million prior to the Proposed Disposal as agreed between the parties to the Equity Transfer and Capital Increase Agreement.

Shareholding Structure

The illustrative table below sets forth the shareholding structure of Yaneng Biotech immediately before and after completion of the Proposed Disposal:

		Before Completion		After Completion
		Subscribed			Subscribed
		registered	% of equity		registered	% of equity
Shareholders		capital	interest		capital	interest
		(HK$)			(HK$)
The Company		5,830,000	50.1084%	2,453,589	19.9976%
Asia Energy
Investment		5,440,316		46.7591%	4,518,842	36.8302%
Qianhai Zhitou		364,456		3.1325%		-	-
	Acquisition of the
The Purchaser	Sale Interest	-	-	4,662,341	43.1722%
Capital Increase					634,624
	-		-
Total		11,634,772		100%		12,269,396	100%

- 3 -

Upon completion of the Proposed Disposal, the Group will no longer hold any equity interest in Jinshi Laboratory.

Transfer of Sale Interest

Completion

Pursuant to the Equity Transfer and Capital Increase Agreement, the Purchaser shall serve the CP Confirmation upon the Vendors and Yaneng Biotech within five (5) Business Days following the satisfaction (or waived by the Purchaser) of all the Completion CPs, and the date following on the fifteenth (15th) Business Day commencing from the date of the CP Confirmation shall be the completion date of the Equity transfer and Capital Increase Agreement (the ''Completion Date''). On the Completion Date, all parties shall proceed to complete by: (1) the Company, Asia Energy Investment, Qianhai Zhitou and Yaneng Biotech having delivered to the Purchaser all the closing deliverable evidencing the satisfaction of the Completion CPs; (2) the Purchaser having paid the Initial Consideration to each of the Company, Asia Energy Investment and Qianhai Zhitou, for their respective Sale Interest; and (3) the Company, Asia Energy Investment and Qianhai Zhitou having issued the relevant receipts upon such payment to the Purchaser (the ''Completion'').

Payment arrangements for transfer of the Sale Interest

1. Deposit
   Pursuant to the Equity Transfer and Capital Increase Agreement, the Purchaser shall open a deposit special account as soon as possible under mutual control by parties designated by the Purchaser and the Vendors (i.e. the Company), and shall deposit an amount equal to 10 % of the consideration for the Sale Interest into the deposit special account within fifteen (15) Business Days after the mutual control measures of such deposit account having been set up. Upon the deposit having been made by the Purchaser, the Company, Asia Energy Investment and Qianhai Zhitou shall procure and ensure Yaneng Biotech to complete the registration and filing formalities regarding the transfer of the Sale Interest and Capital Increase with relevant authorities and to obtain the new business license.

- 4 -

1. Initial Consideration
   Pursuant to the Equity Transfer and Capital Increase Agreement, subject to the service of CP Confirmation by the Purchaser and the discharge of the mutual control measures in respect of the deposit, the Purchaser shall pay 80% of the total consideration for the Sale Interest to the Vendors on the Completion Date (the ''Initial Consideration''), of which the Initial Consideration for Fosun Pharma Sale Interest is RMB1,276.88 million.
2. Final Payment
   On the later of the following two dates (the ''Final Payment Date''): (i) the Business Day following the expiration of two (2) months from the Completion Date; and (ii) the Business Day following all the Final Payment CPs having been satisfied (or waived by the Purchaser in writing), the Purchaser shall pay 20% of the total consideration (the ''Final Payment'') for the Sale Interest to the relevant accounts designated by the Company, Asia Energy Investment and Qianhai Zhitou, of which the Final Payment for Fosun Pharma Sale Interest is RMB319.22 million.

Conditions Precedent

Pursuant to the Equity Transfer and Capital Increase Agreement, the following (among others) major conditions, shall be satisfied on or before the Completion Date, unless waived by the Purchaser in writing:

1. the Vendors and each member company of the Target Group having obtained all the internal and external consents and approvals in respect of the transactions under the Equity Transfer and Capital Increase Agreement;
2. Yaneng Biotech having completed the registration formalities with the competent administration for market regulation authority and having obtained the new business license;
3. the relevant anti-monopoly authorities of the State Council having issued the written documents for unconditional approval of the transactions under the Equity Transfer and Capital Increase Agreement;
4. the dividend payment made by Yaneng Biotech in the manner set out in the Equity Transfer and Capital Increase Agreement;
5. with respect to the litigations between the shareholders of Asia Energy Investment, a protocol for settlement having been reached between the relevant parties thereto; and
6. Yaneng Biotech having obtained the land use right certificate in respect of a parcel of land under an existing land use right transfer contract entered into by Yaneng Biotech, and having provided the same to the Purchaser; or having obtained a written statement from the relevant competent authority in Shenzhen confirming Yaneng Biotech's lawful land use right over such parcel of land without any title defects or restrictions, and the same having been provided to the Purchaser.

- 5 -