VOLUNTARY ANNOUNCEMENT-ACQUISITION OF EQUITY INTEREST IN THE TARGET COMPANY AND CAPITAL INCREASE AND GRANT OF PUT OPTION（H SHARES）

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)
VOLUNTARY ANNOUNCEMENT	DISCLOSEABLE TRANSACTIONS

ACQUISITION OF EQUITY INTEREST IN THE TARGET COMPANY

AND CAPITAL INCREASE

AND

GRANT OF PUT OPTION

ACQUISITION AND CAPITAL INCREASE

The board of directors of Fosun Pharma and the board of directors of Fosun International are pleased to announce that, on 26 October 2021:

1. Fosun Pharma Industrial entered into the Equity Transfer Agreements with each Selling Shareholder in relation to, among others, Fosun Pharma Industrial agreed to purchase an aggregate of approximately 32.52% equity interest in the Target Company held by the Selling Shareholders for an aggregate consideration of approximately RMB1,108.0338 million in cash; and
2. Fosun Pharma Industrial entered into the Capital Increase Agreement with the Target Company and Existing Shareholders in relation to, among others, Fosun Pharma Industrial agreed to make a capital contribution by way of injection of the 100% equity interest of Aleph, its subsidiary, at the value of RMB2,898 million, to subscribe for an additional registered capital of RMB47,958,605 of the Target Company, representing 60% of the enlarged total equity interest in the Target Company after completion of the Capital Increase.

Upon the completion of the Acquisition and the Capital Increase, Fosun Pharma Industrial will hold approximately 73.01% of the enlarged total equity interest in the Target Company, and the Target Company will become a subsidiary of Fosun Pharma and Fosun International, and Fosun Pharma Industrial will hold 100% equity interest in Aleph through the Target Company.

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GRANT OF PUT OPTION

On 26 October 2021, Fosun Pharma Industrial issued certain undertaking letters to Put Option Holders, pursuant to which Fosun Pharma Industrial granted a Put Option to each Put Option Holder to require Fosun Pharma Industrial to purchase no more than an aggregate of approximately 18.80% equity interest in the Target Company held by them after completion of the Acquisition, during the period from the completion of the transactions under the Capital Increase Agreement but no later than 31 December 2026, subject to the conditions set out in the relevant undertaking letters.

HONG KONG LISTING RULES IMPLICATIONS

Fosun Pharma

As the exercise of each of the Put Option is not at the Fosun Pharma Group's discretion, the grant of each of the Put Option shall be deemed as if the Put Options had been exercised under the Hong Kong Listing Rules. Accordingly, the Acquisition, the Capital Increase and the grant of Put Options shall be aggregated in accordance with the Hong Kong Listing Rules. As all of the relevant applicable percentage ratios (as defined under the Hong Kong Listing Rules) on an aggregate basis are less than 5%, the Acquisition, the Capital Increase and the grant of Put Options do not constitute discloseable transactions for Fosun Pharma. This announcement is made by Fosun Pharma on a voluntary basis.

Fosun International

As the exercise of each of the Put Option is not at the Fosun International Group's discretion, the grant of each of the Put Option shall be deemed as if the Put Options had been exercised under the Hong Kong Listing Rules. Accordingly, the Acquisition, the Capital Increase and the grant of Put Options shall be aggregated in accordance with the Hong Kong Listing Rules. As one or more of the applicable percentage ratios (as defined under the Hong Kong Listing Rules) on an aggregate basis are more than 5% but less than 25%, the Acquisition, the Capital Increase and the grant of Put Options constitute discloseable transactions for Fosun International and are subject to notification and announcement requirements under Chapter 14 of the Hong Kong Listing Rules.

1. INTRODUCTION
   The board of directors of Fosun Pharma and the board of directors of Fosun International are pleased to announce that, on 26 October 2021:
2. 1. Fosun Pharma Industrial entered into the Equity Transfer Agreements with each Selling Shareholders in relation to, among others, Fosun Pharma Industrial agreed to purchase an aggregate of approximately 32.52% equity interest in the Target Company held by the Selling Shareholders for an aggregate consideration of approximately RMB1,108.0338 million in cash; and

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1. Fosun Pharma Industrial entered into the Capital Increase Agreement with the Target Company and Existing Shareholders in relation to, among others, Fosun Pharma Industrial agreed to make a capital contribution by way of injection of the 100% equity interest of Aleph, its subsidiary, at the value of RMB2,898 million, to subscribe for an additional registered capital of RMB47,958,605 of the Target Company, representing 60% of the enlarged total equity interest in the Target Company after completion of the Capital Increase.

Upon the completion of the Acquisition and the Capital Increase, Fosun Pharma Industrial will hold approximately 73.01% of the enlarged total equity interest of the Target Company, and the Target Company will become a subsidiary of Fosun Pharma and Fosun International; and Fosun Pharma Industrial will hold 100% equity interest in Aleph through the Target Company.

1. EQUITY TRANSFER AGREEMENTS
   On 26 October 2021, Fosun Pharma Industrial entered into the Equity Transfer Agreements with each of the Selling Shareholders, including the CICC Kangrui ETA, Shanghai Heshi ETA, Individual Shareholder ETA I, Individual Shareholder ETA II, Individual Shareholder ETA III, Individual Shareholder ETA IV, Individual Shareholder ETA V, Individual Shareholder ETA VI and Individual Shareholder ETA VII. Pursuant to the terms and conditions of relevant Equity Transfer Agreements, Fosun Pharma Industrial agreed to acquire a total of approximately 32.52% of equity interest of the Target Company held by the Selling Shareholders for an aggregate consideration of approximately RMB1,108.0338 million in cash. To the best knowledge, information and belief of directors of Fosun Pharma and directors of Fosun International, having made all reasonable enquiries, each Selling Shareholders and their ultimate beneficial owners are third parties independent of Fosun Pharma and Fosun International, and not the connected persons of Fosun Pharma and Fosun International.

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The principal terms of the Equity Transfer Agreements are set out below.

Assets to be acquired

Subject to the terms and conditions of each Equity Transfer Agreement, each Selling Shareholder agreed to sell, and Fosun Pharma Industrial agreed to acquire the equity interest of the Target Company held by the Selling Shareholders, respectively:

				Approximately
				% of the
		The paid-in	equity interest
		registered capital	in the Target
		of the Target	Company
		Company	immediately
		to be transferred	before the
		(immediately	completion
		before the	of the
		completion of the	Acquisition
		Acquisition and	and the
	Selling	the Capital	Capital
Purchaser	Shareholders	Increase)	Increase	Consideration
		(RMB '0,000)			(RMB '0,000)
Fosun Pharma	CICC Kangrui	672.2403		21.03%	88,000.00
Industrial	Shanghai Heshi	89.3588	2.79%	6,000.00
	Mr. Zhao Guanghui	30.9407		0.97%	1,869.65
	Ms. Yang Dongni	1.0317	0.03%	62.35
	Mr. Xue Ping	51.4020		1.61%	3,106.08
	Ms. Wang Yan	40.3140		1.26%	2,436.06
	Ms. Yang Jie	31.9724		1.00%	1,932.00
	Mr. Wang Xiao	81.0000	2.53%	4,894.53
	Mr. Feng Chen	41.4167		1.30%		2,502.71
Total		1,039.6766		32.52%	110,803.38

Basis for the consideration

The aggregate consideration for the Acquisition in the amount of RMB1,108.0338 million was determined by the parties to each of the Equity Transfer Agreements through arm's-length negotiation based on the pre-money valuation of the Target Company in the amount of RMB1,932 million, such pre-money valuation was determined through the parties' negotiation taking into account of the following factors: (i) the post-money valuation of the Target Company in the amount of RMB1,462.5 million for the previous financing round (in 2019) (including the capital

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contribution of RMB100 million to be made by CICC Kangrui under such previous financing round immediately prior to the completion of the Acquisition and Capital Increase); (ii) the Target Company's vaccine design and process development capabilities based on the patent of polysaccharide-protein multivalent binding, and the development progress of pipeline products including, among others, 13-valent pneumonia conjugate vaccine (PCV13) and 24-valent pneumonia conjugate vaccine (PCV24); and (iii) the agreed basis of valuation ratio of Aleph to the Target Company at 6:4 after the parties' negotiation in connection with the Capital Increase. With respect to the relevant equity interest to be transferred by each of the Selling Shareholders, the consideration of which was separately determined between Fosun Pharma Industrial and each Selling Shareholder through independent arm's-length negotiation based on the foregoing basis taking into account of the following factors:

1. with respect to the consideration of RMB880 million for the equity interest in the Target Company to be transferred by CICC Kangrui, it is further considered that extraordinary shareholder rights entitled to CICC Kangrui as an investor of the previous financing round of the Target Company which will substantially affect or decide the Target Company's strategic strategies, material operation and investment decisions (including but not limited to the veto right to strategic material business decisions, composition of the board and supervisory committee, appointment and dismissal of the management of the Target Company). To ensure the effective decision-making for the Acquisition and the subsequent development of the Target Company, certain premium was given based on the pre-money valuation;
2. with respect to the consideration for the equity interest in the Target Company to be transferred by the Other Selling Shareholders, it is determined by Fosun Pharma Industrial and each Other Selling Shareholder after arm's-length negotiations based on the said pre-money valuation of the Target Company.

Payment arrangement for relevant Equity Transfer Agreements

1. Pursuant to the CICC Kangrui ETA, Fosun Pharma Industrial shall pay the consideration for the equity interest in the Target Company held by CICC Kangrui in the amount of RMB880 million to CICC Kangrui in one lump-sum within 7 Business Days following the satisfaction of the conditions precedent set out therein.
2. Pursuant to the Other Selling Shareholders ETA, Fosun Pharma Industrial (i) shall pay 50% of the consideration for the respective equity interest in the Target Company held by the Other Selling Shareholders to each of the Other Selling Shareholders within 7 Business Days following the satisfaction of conditions precedent, and (ii) shall pay the remaining consideration within 7 Business Days following the completion date of filing and registration formalities for the transactions under Other Selling Shareholders ETA, in case of an individual Selling Shareholder, the remaining equity transfer consideration shall be paid after deduction of withholding and payment of the individual income tax.

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