Shanghai Fosun Pharmaceutical : FORMATION OF JV

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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

FORMATION OF JV

FORMATION OF JV

The Board announces that, on 31 May 2021, Chancheng Hospital, a subsidiary of the Company, entered into the JV Contract with Xingmai Technology in relation to the Formation of JV, pursuant to which the registered capital of the JV Company is RMB5 million, of which each of Chancheng Hospital and Xingmai Technology proposed to make cash contribution in the amount of RMB2.5 million, representing 50% of the equity interest in the JV Company, respectively.

HONG KONG LISTING RULES IMPLICATIONS

As Xingmai Technology is a company controlled by Mr. Guo Guangchang, the controlling shareholder of the Company, hence an associate of Mr. Guo Guangchang, Xingmai Technology constitutes a connected person of the Company under Chapter 14A of the Hong Kong Listing Rules. Therefore, the Formation of JV constitutes a connected transaction of the Company under Chapter 14A of the Hong Kong Listing Rules.

Given that the party to the JV Contract is the same connected person as the relevant parties to the Previous Connected Transactions, the Formation of JV and the Previous Connected Transactions shall be aggregated pursuant to Rule 14A.81 of the Hong Kong Listing Rules. As the relevant percentage ratios applicable to the sum of the Formation of JV and the Previous Connected Transactions are more than 0.1% but less than 5%, the Formation of JV 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.

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1. FORMATION OF JV
   The Board announces that, on 31 May 2021, Chancheng Hospital, a subsidiary of the Company, entered into the JV Contract with Xingmai Technology in relation to the Formation of JV, pursuant to which the registered capital of the JV Company is RMB5 million, of which each of Chancheng Hospital and Xingmai Technology proposed to make cash contribution in the amount of RMB2.5 million, representing 50% of the equity interest in the JV Company, respectively.
   The principal terms of the JV Contract are summarized below:
   Date
   31 May 2021
   Parties
2. 1. Chancheng Hospital; and
   2. Xingmai Technology

Capital Contribution

The capital contribution payable by the Chancheng Hospital for the establishment of the JV Company is RMB2.5 million, representing 50% of the equity interest in the JV Company. Such amount of capital contribution was determined after arm's-length negotiation between the parties to the JV Contract with reference to the capital requirement of the JV Company in carrying out its main business activities. Under the terms of the JV Contract, each of Chancheng Hospital and Xingmai Technology shall make their respective capital contribution in full on or before 1 June 2041.

The capital contribution will be financed by the self-raised funds of Chancheng Hospital.

Corporate Governance

The board of directors of the JV Company shall consist of five directors, directors shall be nominated by shareholders of the JV Company and elected by shareholders on the shareholders meeting. The chairman of the board shall be elected by the board of directors. The general manager of the JV Company shall be appointed by the board of directors.

The JV Company does not establish supervisory committee and the shareholders meeting is entitled to appoint one supervisor.

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Other Terms

1. 1. Any dispute between the parties shall be resolved through amicable negotiation, otherwise, a legal proceeding shall be brought to the people's court having jurisdiction where the plaintiff is located.
   2. The JV Contract shall become effective on 31 May 2021.
2. REASONS FOR AND BENEFITS OF THE JV CONTRACT
   The Formation of JV is expected to act on the national hierarchical diagnosis and treatment system, and provide solutions including "remote imaging, point-of-care testing" for medical institutions by virtue of the respective existing advantages of Chancheng Hospital and Xingmai Technology on medical and digitalized intelligent capability, and also promote the digitalization, AI capability and quality in respect of the Group's medical services business. After the establishment of the JV Company, the Group will hold 50% of the equity in the JV Company, and the JV Company will become a joint venture of the Company.
   The Directors (including the independent non-executive Directors) consider that the terms of the JV Contract 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, Mr. Gong Ping, Mr. Pan Donghui and Mr. Zhang Houlin, being the Directors, abstained from voting on the relevant resolutions of the Board in relation to the entering into of the JV Contract, while the remaining 5 Directors (including 4 independent non-executive Directors) participated in the voting and approved unanimously.
3. INFORMATION OF THE GROUP AND PARTIES The Group
   The Group is a leading healthcare group in the PRC and is mainly engaged in pharmaceutical manufacturing, medical devices and medical diagnosis, healthcare services as well as pharmaceutical distribution and retail.
   Chancheng Hospital
   Chancheng Hospital is a company incorporated in the PRC with limited liability and a subsidiary of the Company. Chancheng Hospital is mainly engaged in, among others, operation of general hospitals and investment in the healthcare industry and related fields (healthcare, medical education).

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Xingmai Technology

Xingmai Technology is a company incorporated in the PRC with limited liability, and a company controlled by Mr. Guo Guangchang, the controlling shareholder of the Company. Xingmai Technology is mainly engaged in, among others, technical development, technical consulting and technical services in the fields of information, medical and computer technology.

1. HONG KONG LISTING RULES IMPLICATIONS
   As Xingmai Technology is a company controlled by Mr. Guo Guangchang, the controlling shareholder of the Company, hence an associate of Mr. Guo Guangchang, Xingmai Technology constitutes a connected person of the Company under Chapter 14A of the Hong Kong Listing Rules. Therefore, the Formation of JV constitutes a connected transaction of the Company under Chapter 14A of the Hong Kong Listing Rules.
   Given that the party to the JV Contract is the same connected person as the relevant parties to Previous Connected Transactions, the Formation of JV and the Previous Connected Transactions shall be aggregated pursuant to Rule 14A.81 of the Hong Kong Listing Rules. As the relevant percentage ratios applicable to the sum of the Formation of JV and the Previous Connected Transactions are more than 0.1% but less than 5%, the Formation of JV 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.
2. DEFINITIONS

In this announcement, the following expressions have the following meaning unless the context otherwise specifies:

"A Share(s)"	the domestic Share(s) of the Company with a nominal value of RMB1
	each, which are listed on the Shanghai Stock Exchange and traded in
	RMB
"associate"	has the meaning ascribed to it under the Hong Kong Listing Rules
"Board"	the board of Directors
"Chancheng Hospital"	Foshan Chancheng Central Hospital Company Limited* (佛山市禪
	城區中心醫院有限公司), a for-profit medical institution established
	as approved by the Population, Health and Drug Administration of
	Chancheng District, Foshan* (佛山市禪城區人口和衛生藥品監督管理
	局), a subsidiary of the Company

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"Company"	Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* (上海復星醫藥（集
	團）股份有限公司), a joint stock company established in the PRC with
	limited liability, the H Shares and A Shares of which are listed and
	traded on the Main Board of the Hong Kong Stock Exchange and the
	Shanghai Stock Exchange, respectively
"connected person(s)"	has the meaning ascribed to it under the Hong Kong Listing Rules
"Director(s)"	director(s) of the Company
"Equity Transfer	an equity transfer agreement dated 17 September 2020 entered into
Agreement"	between Shanghai Fosun Pharmaceutical Industrial Development Co.,
	Ltd.* (上海復星醫藥產業發展有限公司) and SFHIH
"Formation of JV"	The proposed formation of a joint venture company in accordance with
	the terms and conditions under the JV Contract entered into between
	Chancheng Hospital and Xingmai Technology on 31 May 2021
"Fosun Health"	Shanghai Fosun Health Technology (Group) Co., Ltd.* (上海復星健康
	科技（集團）有限公司) (formerly known as Shanghai Fosun Healthcare
	(Group) Co., Ltd.* (上海復星醫療（集團）有限公司)), a company
	established in the PRC with limited liability and a subsidiary of the
	Company
"Fosun High Tech"	Shanghai Fosun High Technology (Group) Company Limited* (上海復
	星高科技（集團）有限公司), a direct wholly-owned subsidiary of Fosun
	International and a controlling shareholder of the Company
"Fosun International"	Fosun International Limited, a company registered in Hong Kong with
	limited liability, the shares of which are listed on the main board of the
	Hong Kong Stock Exchange (stock code: 00656), and the controlling
	shareholder of the Company
"Foshan JV Contract"	the joint venture contract dated 10 November 2020 and entered into
	between Chancheng Hospital and Xingshuangjian Investment
"Group"	the Company and its subsidiaries
"Hainan JV Agreements"	the joint venture contract and shareholders' agreement dated 4 February
	2021 entered into between Qianda (Tianjin) International Trading Co.,
	Ltd.* (謙達（天津）國際貿易有限公司) and Hainan Fosun Trade Co.,
	Ltd. * (海南復星商社貿易有限公司)
"H Share(s)"	the overseas listed share(s) of the Company with a nominal value of
	RMB1 each, which are listed on the Hong Kong Stock Exchange and
	traded in Hong Kong dollars

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