VOLUNTARY ANNOUNCEMENT

Transcription

1 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 it 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 ENTERING INTO (1) EQUITY TRANSFER AGREEMENT AND (2) CAPITAL INCREASE AGREEMENT IN RELATION TO ACQUISITION AND SUBSCRIPTION OF THE EQUITY INTEREST IN SHANGHAI SINOMEDCARE BIOTECH CO., LTD.* This announcement is made by the Company on a voluntary basis. ACQUISITION AND SUBSCRIPTION OF THE EQUITY INTEREST IN SINOMEDCARE On 29 August 2017, Fosun Pharma Development, a wholly-owned subsidiary of the Company, entered into the Equity Transfer Agreement and the Capital Increase Agreement in relation to the Sale Interest and the increase of capital with the Selling Shareholders and the Remaining Shareholders, respectively, pursuant to which, among other things, (1) Fosun Pharma Development agrees to purchase the Sale Interest from the Selling Shareholders and subscribe for the increased registered capital, in consideration of the aggregate amount of not more than RMB266.5 million, representing 65% of the equity interest in the Target Company upon completion of the transfer of the Sale Interest under the Equity Transfer Agreement and the transaction contemplated under the Capital Increase Agreement; and (2) Fosun Pharma Development will acquire the remaining equity interest in the Target Company from the Remaining Shareholders in accordance with the terms of the Equity Transfer Agreement. Major terms of the Equity Transfer Agreement and Capital Increase Agreement are summarised as follows: A. EQUITY TRANSFER AGREEMENT Date 29 August

2 Parties (a) (b) Fosun Pharma Development; and The Selling Shareholders To the best of the Directors knowledge, information and belief having made all reasonable enquiries, as at the date of this announcement, all of the Selling Shareholders and their ultimate beneficial owners are independent third parties to the Company and its connected persons (as defined in the Hong Kong Listing Rules). Sale Interest According to the provisions in the Equity Transfer Agreement, Fosun Pharma Development agrees to purchase and the Selling Shareholders agree to transfer to Fosun Pharma Development the Sale Interest in consideration of the aggregate amount of not more than RMB216.5 million, representing % of the equity interest in the Target Company upon completion of the transfer of the Sale Interest under the Equity Transfer Agreement. Payment of the Sale Interest consideration The consideration of the Sale Interest shall be paid in three instalments: (a) (b) (c) Fosun Pharma Development shall pay 35% of the Sale Interest consideration after the fulfillment of all conditions precedent in relation to the first instalment in accordance with the terms of the Equity Transfer Agreement; Fosun Pharma Development shall further pay 35% of the Sale Interest consideration after the fulfillment of all conditions precedent in relation to the second instalment in accordance with the terms of the Equity Transfer Agreement; The remaining consideration of the Sale Interest will be confirmed and adjusted according to the operating net profit of 2017 and the increase rate of the principle business of the Target Company. Put option Under the Equity Transfer Agreement, the Remaining Shareholders are entitled to require Fosun Pharma Development to purchase all of the remaining equity interest held by them after the completion of the transfer of the Sale Interest under the Equity Transfer Agreement and the transaction contemplated under the Capital Increase Agreement. Fosun Pharma Development will hold 100% of the equity interest in the Target Company after all put options are exercised and completed. 2

3 (a) The first tranche of the put option Each of Ms. Cai, Mr. Gao and the SMC is entitled to require Fosun Pharma Development to purchase the remaining equity interest in the Target Company held by them in 2020, representing not more than 9.55%, 4.01% and 6.44% of the equity interest in the Target Company, respectively, after the completion of the transfer of the Sale Interest under the Equity Transfer Agreement and the transaction contemplated under the Capital Increase Agreement. (b) The second tranche of the put option Ms. Cai is entitled to require Fosun Pharma Development to purchase not more than 7.5% and 7.5% equity interest in the Target Company held by her in 2022 and 2023, respectively. Fosun Pharma Development will purchase such equity interest according to the operating status of the Target Company from 2019 to If during the relevant period abovementioned, the compound annual growth rate of the operating net profit of the Target Company is lower than 10% or the revenue of the principle business of the Target Company is lower than 10%, then Fosun Pharma Development will suspend the acquisition of the equity interest abovementioned until the satisfaction of the agreed operating net profit and the revenue of the principle business of the Company. Equity Incentive From the date of the Equity Transfer Agreement to 1 January 2024, Fosun Pharma Development will procure the Target Company to issue additional equity interest in the Target Company by not more than 5% to SMC ( Additional Incentive Equity Interest ) for the purpose of equity incentive. Detailed plan of the additional issue will be confirmed after negotiations between Fosun Pharma Development and the relevant parties. After the completion of the issue of the Additional Incentive Equity Interest, SMC is entitled to exercise a put option to transfer remaining equity interest in the Target Company held thereby to Fosun Pharma Development within the agreed period. If during the relevant period abovementioned, the compound annual growth rate of the operating net profit of the Target Company is lower than 10% or the revenue of the principle business of the Target Company is lower than 10%, then Fosun Pharma Development will suspend the acquisition of such equity interest abovementioned until the satisfaction of the agreed operating net profit and the revenue of the principle business of the Company. B. THE CAPITAL INCREASE AGREEMENT Date 29 August

4 Parties (a) (b) (c) Fosun Pharma Development; the Target Company; and the Remaining Shareholders To the best of the Directors knowledge, information and belief having made all reasonable enquiries, as at the date of this announcement, all of the Remaining Shareholders, the Target Company and their ultimate beneficial owners are independent third parties to the Company and its connected persons (as defined in the Hong Kong Listing Rules). Capital Increase According to the provisions in the Capital Increase Agreement, Fosun Pharma Development agrees to subscribe for the newly increased registered capital as to RMB625,000 of the Target Company in consideration of not more than RMB50 million. Payment Arrangement Fosun Pharma Development shall pay the consideration of the capital increase in full to the bank account designated by the Target Company upon fulfillment of all the conditions precedent under the Capital Increase Agreement. REASON AND BENEFIT OF THE TRANSACTIONS The Target Company is a marketing and promotion company focusing on provision of services to innovator drug factories for exploiting primary medical institutions throughout the country. It provides innovator drug factories and medical device companies with a package of value-added services including, among others, market entrance, market coverage and academic promotion, by virtue of more than 300 sales and marketing professionals. Through its self-developed software, SSaaS, it has successfully established a pharmaceutical products marketing network in the PRC with advantage in cost and high efficiency. The marketing resource and ability of SinoMedCare can be collaborated with the existing medical products resource of the Group. The acquisition of the equity interest in SinoMedCare is beneficial to the further consolidation of the marketing promotion and the building of sale network of the pharmaceutical products of the Group and the realization of more coverage of primary medical institutions, thus expanding the sale scale of medical products of the Group. 4

5 GENERAL Fosun Pharma Development Fosun Pharma Development is a limited liability company incorporated under the laws of the PRC and is wholly owned by the Company. It is principally engaged in industrial investment, investment in pharmaceutical industry and import and export of goods and technologies (pursuant to the license where administrative licensing is involved). Vivo Baida, Vivo Ruida and Vivo Hongda Vivo Baida, Vivo Ruida and Vivo Hongda are all limited partnership enterprises incorporated in the PRC. They are principally engaged in investment management and consulting service relevant to equity investment. Zhenyun Information Zhenyun Information is a limited liability company incorporated under the laws of the PRC. It is principally engaged in technology development, technology consulting, technology transfer, technology service, network engineering, software development, sale, installation and maintenance of communication devices in the field of computer technology and electronic technology. Target Company The Target Company is a limited liability company under the laws of the PRC. Its business scope includes technology development, technology consulting, technology service, technology transfer, business information consulting (except brokerage), corporate image planning and sale of medical device. DEFINITIONS Board Capital Increase Agreement Company Director(s) the board of Directors of the Company the capital increase agreement entered into by Fosun Pharma Development, the Remaining Shareholders and the Target Company in relation to the subscription of the newly increased registered capital of the Target Company dated 29 August 2017 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, together with its subsidiaries, the Group the director(s) of the Company 5

6 Equity Transfer Agreement the equity transfer agreement entered into by Fosun Pharma Development and the Selling Shareholders in relation to the purchase of an aggregate of % of the equity interest in the Target Company by Fosun Pharma Development from the Selling Shareholders and the transfer of the remaining equity interest of the Target Company held by the Remaining Shareholders to Fosun Pharma Development dated 29 August 2017 Fosun Pharma Development Hong Kong Hong Kong Listing Rules Hong Kong Stock Exchange Mr. Gao Ms. Cai Shanghai Fosun Pharmaceutical Development Limited* ( 上海復星醫藥產業發展有限公司 ), a limited company incorporated under the laws of the PRC that is wholly owned by the Company the Hong Kong Special Administrative Region of the PRC the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange The Stock Exchange of Hong Kong Limited Mr. Gao Limin Ms. Cai Xin PRC the People s Republic of China (for the purpose of this announcement, excluding Hong Kong and the Macau Special Administrative Region of the PRC and Taiwan) Remaining Shareholders RMB Sale Interest Ms.Cai,Mr.GaoandSMC Renminbi, the lawful currency of the PRC the aggregate number of approximately % of the equity interest in the Target Company that Fosun Pharma Development agrees to purchase and the Remaining Shareholders agree to sell according to the Equity Transfer Agreement Selling Shareholder(s) Ms. Cai, Vivo Baida, Vivo Ruida, Vivo Hongda, Mr. Gao, Zhenyun Information and SMC SMC Shanghai SMC Enterprises Management Consulting Limited Partnership Enterprise (Limited Partnership)* ( 上海斯邁康凱企業管理咨詢合夥企業 ( 有限合夥 )), a limited partnership enterprise incorporated under the laws of the PRC 6

7 SinoMedCare or Target Company Vivo Baida Shanghai SinoMedCare Biotech Co., Ltd* ( 上海斯邁康生物科技有限公司 ) Vivo Baida (Shanghai) Equity Investment Fund Enterprise (limited partnership)* ( 維梧百達 ( 上海 ) 股權投資基金企業 ( 有限合夥 )), a limited partnership enterprise incorporated under the laws of the PRC Vivo Hongda Vivo Hongda (Shanghai) Equity Investment Fund Enterprise (limited partnership)* ( 維梧鴻達 ( 上海 ) 股權投資基金企業 ( 有限合夥 )), a limited partnership enterprise incorporated under the laws of the PRC Vivo Ruida Zhenyun Information Vivo Ruida (Shanghai) Equity Investment Fund Enterprise (limited partnership)* ( 維梧睿達 ( 上海 ) 股權投資基金企業 ( 有限合夥 )), a limited partnership enterprise incorporated under the laws of the PRC Shanghai Zhenyun Information Technology Limited* ( 上海真云信息科技有限公司 ), a limited liability company incorporated under the laws of the PRC % per cent By order of the board Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* Chairman Chen Qiyu Shanghai, the People s Republic of China 29 August 2017 As at the date of this announcement, the executive directors of the Company are Mr. Chen Qiyu, Mr. Yao Fang and Mr. Wu Yifang; the non-executive directors of the Company are Mr. Guo Guangchang, Mr. Wang Qunbin, Ms. Kang Lan and Mr. Wang Can; and the independent non-executive directors of the Company are Mr. Cao Huimin, Mr. Jiang Xian, Dr. Wong Tin Yau Kelvin and Mr. Wai Shiu Kwan Danny. * for identification purposes only 7