Shanghai Fosun Pharmaceutical : CONTINUING CONNECTED TRANSACTIONS - (1) ENTERING INTO CQ PHARMA MUTUAL SUPPLY AGREEMENT (2) ENTERING INTO FRAMEWORK TENANCY AGREEMENTS AND (3) ENTERING INTO FOSUN INTERNATIONAL MUTUAL SUPPLY FRAMEWORK 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)

CONTINUING CONNECTED TRANSACTIONS

1. ENTERING INTO CQ PHARMA MUTUAL SUPPLY AGREEMENT
2. 1. ENTERING INTO FRAMEWORK TENANCY AGREEMENTS AND
   2. 1. ENTERING INTO FOSUN INTERNATIONAL MUTUAL SUPPLY FRAMEWORK AGREEMENT

CQ PHARMA MUTUAL SUPPLY AGREEMENT

The Board announces that on 9 June 2021, the Company and CQ Pharma Holdings entered into the CQ Pharma Mutual Supply Agreement in relation to the supply of Sales Products and the purchase of Procurement Products, and the provision of services between the Group and CQ Pharma Holdings Group, for a term of 1 year commencing from 1 January 2021 to 31 December 2021.

FRAMEWORK TENANCY AGREEMENTS

Lessee Framework Agreement

The Board announces that on 9 June 2021, Fosun International and the Company entered into the Lessee Framework Agreement in relation to the lease of the relevant Fosun International Premises to the relevant members of the Group, as tenant, for a term of 1 year commencing from 1 January 2021 to 31 December 2021.

Lessor Framework Agreement

The Board announces that on 9 June 2021, the Company and Fosun International entered into the Lessor Framework Agreement in relation to the lease of the relevant Fosun Pharma Premises by the relevant members of the Group, as lessor, for a term of 1 year commencing from 1 January 2021 to 31 December 2021.

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FOSUN INTERNATIONAL MUTUAL SUPPLY FRAMEWORK AGREEMENT

The Board announces that on 9 June 2021, the Company and Fosun International entered into the Fosun International Mutual Supply Framework Agreement in relation to the mutual supply of products and provision of services between the Group and Fosun International Group and/or its associates, for a term of 1 year commencing from 1 January 2021 to 31 December 2021.

HONG KONG LISTING RULES IMPLICATIONS

CQ Pharma Mutual Supply Agreement

CQ Pharma Holdings is a substantial shareholder of Yao Pharma, an indirect non-wholly owned subsidiary of the Company, therefore, CQ Pharma Holdings is a connected person of the Company at the subsidiary level under Rule 14A.07(1) of the Hong Kong Listing Rules. As a result, the transactions contemplated under the CQ Pharma Mutual Supply Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Hong Kong Listing Rules. As the highest applicable percentage ratio (other than the profit ratio) calculated in accordance with the Hong Kong Listing Rules for the continuing connected transactions under the CQ Pharma Mutual Supply Agreement on an annual basis is more than 1% but less than 5%, and the transactions contemplated under the CQ Pharma Mutual Supply Agreement are conducted on normal commercial terms, such transactions will be subject to the reporting, announcement and annual review requirements but exempted from the independent shareholders' approval requirement under Chapter 14A of the Hong Kong Listing Rules.

Framework Tenancy Agreements

Fosun International is the controlling shareholder of the Company and therefore a connected person of the Company under Rule 14A.07 of the Hong Kong Listing Rules. Therefore, the transactions contemplated under the Framework Tenancy Agreements constitute continuing connected transactions of the Company under Chapter 14A of the Hong Kong Listing Rules. As the highest applicable percentage ratio (other than the profit ratio) for the continuing connected transactions under the Framework Tenancy Agreements is more than 0.1% but less than 5% on an annual basis, the Framework Tenancy Agreements are subject to the reporting, announcement and annual review requirements but exempt from the independent shareholders' approval requirement under Chapter 14A of the Hong Kong Listing Rules.

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Fosun International Fosun International Mutual Supply Framework Agreement

Fosun International is the controlling shareholder of the Company and therefore a connected person of the Company under Rule 14A.07 of the Hong Kong Listing Rules. Therefore, the transactions contemplated under the Fosun International Mutual Supply Framework Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Hong Kong Listing Rules. As the highest applicable percentage ratio (other than the profit ratio) for the continuing connected transactions under the Fosun International Mutual Supply Framework Agreement is more than 0.1% but less than 5% on an annual basis, the Fosun International Mutual Supply Framework Agreement is subject to the reporting, announcement and annual review requirements but exempt from the independent shareholders' approval requirement under Chapter 14A of the Hong Kong Listing Rules.

1. CQ PHARMA MUTUAL SUPPLY AGREEMENT
   The Board announces that, on 9 June 2021, the Company and CQ Pharma Holdings entered into the CQ Pharma Mutual Supply Agreement in relation to (i) the Group supplies its products to CQ Pharma Holdings Group including, among others, pharmaceutical products, raw materials and preparations from time to time during the term of the agreement; (ii) CQ Pharma Holdings Group supplies to the Group of products including, among others, pharmaceutical products, raw materials and preparations from time to time during the term of the agreement; (iii) The Group provides the CQ Pharma Holdings Group with products promotion services from time to time during the term of the agreement; and (iv) CQ Pharma Holdings Group provides the Group with warehousing, transportation and channel consulting services in respect of the products from time to time during the term of the agreement.
   The principal terms of the CQ Pharma Mutual Supply Agreement are summarised as below:

Date	:	9 June 2021
Parties	:	(1)	the Company; and
		(2)	CQ Pharma Holdings
Supply of Sale Products	:	Under the CQ Pharma Mutual Supply Agreement, the Group
		shall supply the Sale Products to CQ Pharma Holdings Group

from time to time during the term of the CQ Pharma Mutual Supply Agreement (the ''Sales Transaction(s)'').

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Pricing basis and policy for	:	Pursuant to the terms of the CQ Pharma Mutual Supply
the Sales Transaction(s)		Agreement, the relevant member(s) of the Group and the
		relevant member(s) of CQ Pharma Holdings Group will from
		time to time during the term of the CQ Pharma Mutual
		Supply Agreement engage in discussions with a view to
		entering into the Sales Transaction(s) on terms mutually
		agreed between the parties. Once the terms have been agreed,
		the relevant member(s) of the Group and the relevant
		member(s) of CQ Pharma Holdings Group shall enter into a
		Sales Order to set out the detailed terms and conditions of the
		relevant Sales Transaction.
		With respect to the Sales Products, the selling price shall be
		determined between the parties based on arm's-length
		negotiation on normal commercial terms with reference to
		market prices (i.e. (i) the market prices; or (ii) where (i) is not
		available, the prices to be agreed between the parties taking
		into account of certain factors, such as the sales channel,
		market price and market share of CQ Pharma Holdings Group
		for similar products, provided that such prices and other terms
		shall be subject to normal commercial terms comparable to
		other independent third party customers of the Group).
		The terms of each Sales Transaction, as evidenced by the
		relevant Sales Order, must comply with the terms of the CQ
		Pharma Mutual Supply Agreement.
Purchase of Procurement	:	Under the CQ Pharma Mutual Supply Agreement, CQ Pharma
Products		Holdings Group shall supply the Procurement Products to the
		Group from time to time during the term of the CQ Pharma
		Mutual Supply Agreement (the ''Purchases Transaction(s)'').

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Pricing basis and policy	:	Pursuant to the terms of the CQ Pharma Mutual Supply
for the Purchase		Agreement, the relevant member(s) of the Group and the
Transaction(s)		relevant member(s) of CQ Pharma Holdings Group will from
		time to time during the term of the CQ Pharma Mutual
		Supply Agreement engage in discussions with a view to
		entering into the Purchases Transaction(s) on terms mutually
		agreed between the parties. Once the terms have been agreed,
		the relevant member(s) of the Group and the relevant
		member(s) of CQ Pharma Holdings Group shall enter into a
		Purchases Order to set out the detailed terms and conditions
		of the relevant Purchases Transaction.
		With respect to the Procurement Products, the selling price
		shall be determined between the parties based on arm's-length
		negotiation on normal commercial terms with reference to
		market prices (i.e. (i) the comparable market prices based on
		at least two quotation(s) obtained from independent third
		party suppliers; or (ii) where (i) is not available, the prices to
		be agreed between the parties, provided that such prices and
		other terms shall not be less favourable than the prices and
		terms offered by CQ Pharma Holdings Group to third party
		customers for similar transactions).
		The terms of each Purchases Transaction, as evidenced by the
		relevant Purchases Order, must comply with the terms of the
		CQ Pharma Mutual Supply Agreement.
Services provided by the	:	Under the CQ Pharma Mutual Supply Agreement, the Group
Group to CQ Pharma		shall provide products promotion services to CQ Pharma
Holdings Group		Holdings Group (the ''Fosun Pharma Services'').

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