股 份 有 限 公 司 Shanghai Fosun Pharmaceutical
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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) CONNECTED TRANSACTION ENTERING INTO THE PURCHASE AGREEMENT REGARDING THE ACQUISITION OF INTEREST IN A SUBSIDIARY THE PURCHASE AGREEMENT The Board announces that, on 9 June 2021, the Buyer, a subsidiary of the Company, and the Seller entered into the Purchase Agreement, pursuant to which the Seller agreed to sell and the Buyer agreed to purchase the Sale Interest in NOVA held by the Seller at the purchase price of US$7.32 million. Upon completion of the transaction under the Purchase Agreement, NOVA will become a wholly-owned subsidiary of the Company. HONG KONG LISTING RULES IMPLICATIONS As the Seller is a subsidiary of Fosun International, the controlling shareholder of the Company, the Seller constitutes an associate of the Fosun International and a connected person of the Company pursuant to Chapter 14A of the Hong Kong Listing Rules. Therefore, the transaction contemplated under the Purchase Agreement constitutes a connected transaction of the Company under Chapter 14A of the Hong Kong Listing Rules. Further, as the parties to the Previous Connected Transaction and the Seller are the same connected person of the Company, the transaction contemplated under the Purchase Agreement 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 transaction contemplated under the Purchase Agreement and the Previous Connected Transactions are more than 0.1% but less than 5%, the transaction contemplated under the Purchase Agreement 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. – 1 – THE PURCHASE AGREEMENT The Board announces that, on 9 June 2021, the Buyer, a subsidiary of the Company, and the Seller entered into the Purchase Agreement, pursuant to which the Seller agreed to sell and the Buyer agreed to purchase the Sale Interest in NOVA held by the Seller at the purchase price of US$7.32 million. Upon completion of the transaction under the Purchase Agreement, NOVA will become a wholly-owned subsidiary of the Company. The principal terms of the Purchase Agreement are summarised below: Date 9 June 2021 Parties (1) Fosun Pharma USA Inc., as the Buyer; and (2) Fosun Healthcare US LLC, as the Seller. Asset to be acquired Under the Purchase Agreement, the Seller has agreed to sell, and the Buyer has agreed to purchase, the Sale Interest subject to the terms and conditions of the Purchase Agreement. Consideration and payment The consideration for the Sale Interest is US$7.32 million, which was determined between the parties through arm’s-length negotiation based on the enterprise value of NOVA that was determined according to the pipeline products and the stage of such pipeline products of Novelstar, a subsidiary of NOVA, as well as the preliminary investment made by the Buyer and Seller. Such consideration shall be payable by wire transfer of immediately available funds to an account designated by the Seller, and will be financed by the internal resources of the Buyer. Conditions precedent The completion of the transaction contemplated under the Purchase Agreement is subject to certain conditions precedent, among others, the Buyer shall have obtained the necessary prior approval or filed for the registration from the National Development and Reform Commission, Ministry of Commerce and/or other governmental authorities for the acquisition of Sale Interest. – 2 – Completion The closing of transaction contemplated under the Purchase Agreement shall take place within 20 days after the conditions precedent as provided in the Purchase Agreement have been satisfied or waived. INFORMATION ON THE GROUP AND THE BUYER 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. The Buyer is a company incorporated in the United States, and a subsidiary of the Company, which is mainly engaged in pharmaceutical manufacturing, development, production, marketing, sales and distribution. INFORMATION ON FOSUN INTERNATIONAL AND THE SELLER Fosun International is a company incorporated in Hong Kong, the controlling shareholder of the Company, and is an innovation-driven consumer group with mission to provide high-quality products and services for families around the world in health, happiness, wealth and intelligent manufacturing segments. The Seller is a company incorporated in the United States, and a subsidiary of Fosun International, which is mainly engaged in investment. INFORMATION ON NOVA NOVA is a company incorporated in the United States, and is mainly engaged in, through its subsidiary Novelstar, the research and development of competitive generic drugs and improved formulation new drugs. As at the date of this announcement, approximately US$6.74 million and approximately US$6.47 million were cumulatively made by the Buyer and Seller, respectively, to NOVA. As at 31 December 2020, the unaudited total assets of NOVA was approximately US$13.21 million. – 3 – Set out below is the unaudited financial information of NOVA for the two financial years ended 31 December 2019 and 31 December 2020: For the year For the year ended ended 31 December 31 December 2019 2020 (US$’000) (US$’000) Revenue 0 0 Profit before tax –4.2 –0.4 Profit after tax –4.2 –0.4 As the Seller was one of the shareholders who set up NOVA and did not acquire the interest in NOVA from a third party, there was no original acquisition cost for the Sale Interest. REASONS FOR THE AND BENEFITS OF THE TRANSACTION Taking into account the principal business of NOVA, the Company proposes to increase its interest in NOVA from 51% to 100% by entering into the Purchase Agreement. Upon the completion of the Purchase Agreement, NOVA will become a wholly-owned subsidiary of the Company. The Directors (including the independent non-executive Directors) consider that the terms of the Purchase Agreement 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 Purchase Agreement, while the remaining 5 Directors (including 4 independent non-executive Directors) participated in the voting and approved unanimously. HONG KONG LISTING RULES IMPLICATIONS As the Seller is a subsidiary of Fosun International, the controlling shareholder of the Company, the Seller constitutes an associate of the Fosun International and a connected person of the Company pursuant to Chapter 14A of the Hong Kong Listing Rules. Therefore, the transaction contemplated under the Purchase Agreement constitutes a connected transaction of the Company under Chapter 14A of the Hong Kong Listing Rules. Further, as the parties to the Previous Connected Transaction and the Seller are the same connected person of the Company, the transaction contemplated under the Purchase Agreement and the Previous Connected Transactions shall be – 4 – aggregated pursuant to Rule 14A.81 of the Hong Kong Listing Rules. As the relevant percentage ratios applicable to the sum of the transaction contemplated under the Purchase Agreement and the Previous Connected Transactions are more than 0.1% but less than 5%, the transaction contemplated under the Purchase Agreement 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. DEFINITIONS In this announcement, the following expressions have the following meaning unless the context otherwise specifies: ‘‘AShare(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 ‘‘Buyer’’ Fosun Pharma USA Inc., a company incorporated in the United States and a subsidiary of the Company ‘‘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 ‘‘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)