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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)

VOLUNTARY ANNOUNCEMENT

ENTERING INTO THE TERM SHEET IN RELATION

TO THE FORMATION OF A JOINT VENTURE

This announcement is made by Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* (the ''Company'', together with its subsidiaries, the ''Group'') on a voluntary basis.

References are made to the relevant announcements of the Company dated 15 March and 16 December 2020 in relation to, among others, the entering into the License Agreement, the Amendment No. 1 and Supply Agreement between Fosun Pharmaceutical Industrial and BioNTech (the ''Announcements''). Unless the context otherwise specified, capitalised terms used herein shall have the same meaning ascribed to them in the Announcements.

THE TERM SHEET

The Board is pleased to announce that, on 8 May 2021, Fosun Pharmaceutical Industrial and BioNTech entered into a term sheet (the ''Term Sheet'') in relation to the proposed setting up of a joint venture company for manufacturing and commercialisation of the Coronavirus Vaccine Product (the ''JV Company''), the equity interest of which shall be owned as to 50% by each of Fosun Pharmaceutical Industrial and BioNTech, respectively (the ''Formation of JV''). Under the Term Sheet, Fosun Pharmaceutical Industrial agreed to make capital contribution at the value of not more than US$100 million in cash and/or in tangible or intangible assets (comprising, among others, plants and manufacturing facility), and BioNTech agreed to make capital contribution in intangible assets including, among others, a license of the relevant manufacturing technology and know-how at the value of not more than US$100 million. The Term Sheet is expressly to be legally binding on each party thereto in relation to the obligation to perform any act as is required for the Formation of JV but it is contemplated under the Term Sheet that the parties shall further enter into the definitive transaction documents in relation to the Formation of JV.

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The principal terms of the Term Sheet are summarised below.

Date

8 May 2021

Parties

(1) Fosun Pharmaceutical Industrial; and

(2)

BioNTech

To the best knowledge, information and belief of the Directors after

having made all reasonable enquiries, as at the date of this

announcement, BioNTech and its ultimate beneficial owner are third

parties independent of the Company and are not connected persons of the

Company.

Term and place of

The term of the JV Company shall be 15 years commencing from its

incorporation

establishment, and the place of incorporation shall be Shanghai, the PRC.

Registered capital and

Under the Term Sheet, the registered capital of the JV Company shall be

capital contribution

not more than US$200 million, of which:

(1)

Fosun Pharmaceutical Industrial agreed to make capital contribution

in the aggregate amount of not more than US$100 million in cash

and/or in tangible or intangible assets (comprising plants and

Manufacturing Facility), representing 50% of the registered capital

of the JV Company; and

(2)

BioNTech agreed to make contribution in intangible assets including

licensing of the relevant manufacturing technology and know-how, at

the value of not more than US$100 million to be accounted for as

the registered capital of the JV Company, representing 50% of the

registered capital of the JV Company.

Board composition

The board of directors of the JV Company shall consist of 6 directors,

and each of Fosun Pharmaceutical Industrial and BioNTech shall have the

right to nominate 3 directors, respectively. The chairman of the board shall be a director nominated by BioNTech and elected by the board of directors of the JV Company.

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Management team and

The JV Company shall establish a management structure as authorised by

key employees

its board of directors. The management team of the JV Company shall

consist of a general manager, a deputy general manager (responsible for

implementing manufacturing process), a vice president for financial

affairs (the ''VP of Finance''), a vice president for compliance matters

(the ''VP of Compliance'') and other executives. The candidates for

general manager and VP of Finance shall be nominated by Fosun

Pharmaceutical Industrial, and the candidates for the deputy general

manager and VP of Compliance shall be nominated by BioNTech, of

whom the appointment and dismissal shall be approved by the board of

directors of the JV Company.

Manufacturing Facility

Under the Term Sheet, Fosun Pharmaceutical Industrial shall provide a

manufacturing facility, which has the potential capacity of producing up

to 1 billion doses of Coronavirus Vaccine Product per annum (the

''Manufacturing Facility''), and shall inject the Manufacturing Facility

into the JV Company forming a part of its capital contribution in

accordance with the Term Sheet.

Technology licensing and

Under the Term Sheet, BioNTech shall be responsible for conducting

assistance

technology licensing (through entering into a technology license

agreement) and providing technology assistance, and shall ensure

sufficient capable personnel in connection therewith. BioNTech shall be

reimbursed by the JV Company for all reasonable out-of-pocket expenses

in relation to the technology licensing and assistance.

Working capital

The JV Company may borrow funds from authorised financial institutions

within or outside of China, to be used as working capital of the JV

Company.

Fosun Pharmaceutical Industrial will make reasonable endeavour to meet

the demand of JV Company's initial working capital, including (1) in

addition to its capital contribution, it shall extend shareholder loans in the

aggregate amount of up to EUR150 million, and (2) arranging credit

facilities for the JV Company.

If Fosun Pharmaceutical Industrial extends its shareholder loans to or

provide guarantee for credit facilities of the JV Company under the above

arrangement, BioNTech shall provide relevant guarantee or back-to-back

counter guarantee in favour of Fosun Pharmaceutical Industrial as agreed

to cover 50% of the shareholder loans or the total loans borrowed by the

JV Company.

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Sale of products

The JV Company shall engage the affiliate of Fosun Pharmaceutical

Industrial as the contract sales organisation (the ''CSO'') to provide

marketing and sales services for the Coronavirus Vaccine Product of the

JV Company in China. The JV Company shall pay a service fee to the

CSO in accordance with the Term Sheet.

Profit sharing scheme

Prior to the local commercialisation of the products manufactured by the

JV Company, with respect to the profit sharing regarding the

collaboration of Coronavirus Vaccine Product, the parties shall apply to

the arrangement provided in the License Agreement and its Amendment

No. 1 and the Supply Agreement (the ''Existing Agreements'').

Fosun Pharmaceutical Industrial shall pay the sales milestones under the

Existing Agreements to BioNTech, irrespective of the Formation of JV.

The relevant logistics and other operational costs shall be borne by the

JV Company, and any amount exceeding the cap amount as agreed

between the parties to the Term Sheet shall be borne by Fosun

Pharmaceutical Industrial.

IP Protection

Appropriate IP protection mechanisms shall be adopted by the JV

Company so as to protect BioNTech's IP, know-how and trade secrets.

Clinical studies

During the term of the JV Company, the costs of clinical studies to

Coronavirus Vaccine Product conducted in the Territory shall be borne

by Fosun Pharmaceutical Industrial.

Conditions

The Formation of JV shall be subject to the satisfaction of the following

conditions:

(1)

each party having duly obtained the approval and authorisation of

the Formation of JV and the transactions contemplated under the

Term Sheet;

(2)

the definitive transaction documents (including but not limited to the

joint venture contract, the articles of association of the JV Company

and the technology license agreement) in relation to the Formation of

JV having executed;

(3) completion of the preparation of the Manufacturing Facility by

Fosun Pharmaceutical Industrial;

(4)

the satisfaction of the preparation of the supply chain to serve the

local production;

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(5) the parties' assessment of the market demand in China for the Coronavirus Vaccine Product justifying the continuation of the

formation and operation of the JV Company; and

(6)

having obtained all the necessary approvals from the governmental

authorities relating to the Formation of JV and transactions

contemplated under the definitive transaction documents.

Non-competition

During the term of the JV Company, neither Fosun Pharmaceutical

Industrial or BioNTech shall, directly or indirectly through any of their

respective affiliates, or with any third party, develop, acquire or invest in

(other than as a passive investor of under 5% of publicly listed shares) an

mRNA-based therapy or vaccine in the Territory which competes with the

then-current business of the JV Company, unless otherwise authorised by

the other party.

Until the earlier of the fifth anniversary of the signing of the definitive

transaction documents or the dissolution of the JV Company, the JV

Company shall have a right of first refusal with respect to the production

of any mRNA-based therapy or vaccine developed or commercialised by

Fosun Pharmaceutical Industrial or its affiliates with certain agreed

exceptions.

Miscellaneous

(1)

During the term of the JV Company, Fosun Pharmaceutical Industrial

and BioNTech may potentially expand collaboration beyond the

Coronavirus Vaccine Product into other infectious diseases and other

therapeutic areas based on the mRNA platform, subject to the

success of the Coronavirus Vaccine Product in China.

(2)

The definitive transaction documents are expected to be executed by

middle of June 2021.

(3)

The Term Sheet shall be governed by the laws of the State of New

York. Any dispute between the parties arising out of, or in

connection with, the Term Sheet shall be resolved by arbitration

administered by the Singapore International Arbitration Centre.

(4)

This Term Sheet is expressly to be legally binding on each party

thereto, and each party shall perform its obligation under the Term

Sheet accordingly.

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Shanghai Fosun Pharmaceutical (Group) Co. Ltd. published this content on 09 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 May 2021 08:04:24 UTC.