2017 THIRD QUARTERLY REPORT

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 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) 2017 THIRD QUARTERLY REPORT This announcement is made pursuant to Rule 13.09(2) and Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong). The following is the third quarterly report for 2017 of Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* (the Company or Fosun Pharma, together with its subsidiaries, collectively the Group ) (the 2017 Third Quarterly Report ). The financial report therein is prepared in accordance with the PRC Accounting Standards for Business Enterprises and has not been audited. By order of the Board Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* Chen Qiyu Chairman Shanghai, the People s Republic of China 30 October 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; 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 1

2 1. IMPORTANT NOTICE 1.1 The board of directors (the Board ) and the supervisory committee (the Supervisory Committee ) of the Company and its directors, supervisors and senior management warrant that the 2017 Third Quarterly Report of the Group does not contain any false information, misleading statements or material omission and severally and jointly accept legal responsibility for the truthfulness, accuracy and completeness of the contents contained herein. 1.2 All directors of the Company attended the Board meeting to review the 2017 Third Quarterly Report of the Group. 1.3 Chen Qiyu, the person in charge of the Company, Guan Xiaohui, the Chief Financial Officer and Chen Zhanyu, the Director of the Accounting Department (Accounting Officer) duly declare that they warrant the truthfulness, accuracy and completeness of the financial statements contained in the 2017 Third Quarterly Report of the Group. 1.4 The 2017 Third Quarterly Report of the Group has not been audited. 2. MAJOR FINANCIAL INFORMATION AND CHANGES IN SHAREHOLDERS OF THE GROUP 2.1 Major financial information Unit: Yuan Currency: RMB 30 September December 2016 Ratio of change (%) Total assets 56,492,185, ,767,787, Net assets attributable to shareholders of the listed company 25,532,125, ,190,215, Jan Sep 2017 Jan Sep 2016 Period-on-period change (%) Net cash flow generated from operating activities 1,723,341, ,523,486, Jan Sep 2017 Jan Sep 2016 Period-on-period change (%) Operating revenue 12,959,812, ,637,985, Net profit attributable to shareholders of the listed company 2,419,266, ,176,888, Net profit attributable to shareholders of the listed company 1,855,559, ,661,132, after deducting extraordinary gain and loss Weighted average return on net assets (%) decreased by 1.22 percentage points Basic earnings per share (RMB/share) Diluted earnings per share (RMB/share)

3 Extraordinary profit or loss items and amounts Unit: Yuan Currency: RMB Items Jul Sep 2017 Jan Sep 2017 Gain or loss on disposal of non-current assets 104,867, ,108, Government subsidy included in profit or loss for the current period (excluding government subsidy closely related to the Company s normal operation and entitled in fixed amounts or quantities according to national standards) 11,176, ,051, Profit or loss from changes in fair value arising from holding held-fortrading financial assets and held-for-trading financial liabilities, and investment income from disposal of held-for-trading financial assets, heldfor-trading financial liabilities and available-for-sale financial assets, except effective hedging business related to the Company s normal operations 148,550, ,479, Non-operating income and expenses other than those stated above 8,912, ,984, Other profit and loss items falling within the definition of extraordinary profit and loss 18,706, Impact on minority interests (after tax) 378, ,534, Effect of income tax 113,301, ,708, Total 142,759, ,707,

4 2.2 Total number of shareholders, the shareholding status of the Top 10 shareholders and the Top 10 tradable shareholders (or unrestricted shareholders) of the Company at the end of the Reporting Period Unit: Share Total number of shareholders 61,834 The shareholding status of the Top 10 shareholders Name of shareholders SHANGHAI FOSUN HIGH TECHNOLOGY (GROUP) COMPANY LIMITED* ( Fosun Group ) Shareholding at the end of the period HKSCC NOMINEES LIMITED (Note 1) 483,257,900 (Note 3) CHINA LIFE INSURANCE COMPANY LIMITED TRADITIONAL ORDINARY INSURANCE PRODUCT 005L CT001 SHANGHAI* CHINA SECURITIES FINANCE CORPORATION LIMITED* CENTRAL HUIJIN ASSET MANAGEMENT LTD.* XINHUA LIFE INSURANCE CO., LTD. DIVIDEND GROUP DIVIDEND 018L FH001 SHANGHAI* Percentage (%) Number of restricted shares held Shares pledged or locked up Status Number Capacity 936,575, None 0 Domestic non-state owned legal entity Unknown Unknown 54,560, ,401,746 None 0 Unknown 27,912, None 0 Unknown 24,067, None 0 Unknown 22,238, None 0 Unknown HONG KONG SECURITIES CLEARING 21,850, None 0 Unknown COMPANY LIMITED (Note 2) CHINA MERCHANTS BANK CO., LTD. ORIENT RED RUIFENG FLEXIBLE ALLOCATION MIXED TYPE SECURITIES INVESTMENT FUND (LOF)* TAIKANG LIFE INSURANCE CO., LTD. DIVIDEND INDIVIDUAL DIVIDEND 019L FH002 SHANGHAI* 17,681, None 0 Unknown 15,976, ,692,445 None 0 Unknown BANK NEGARA MALAYSIA 15,120, None 0 Unknown 4

5 The shareholding status of the Top 10 unrestricted shareholders Number of Type and number of shares Name of the shareholders unrestricted tradable shares held Type Number Fosun Group 936,575,490 RMB ordinary shares 936,575,490 HKSCC NOMINEES LIMITED (Note 1) 483,257,900 (Note 3) Overseas listed foreign shares 483,257,900 (Note 3) CHINA SECURITIES FINANCE CORPORATION LIMITED* 27,912,205 RMB ordinary shares 27,912,205 CENTRAL HUIJIN ASSET MANAGEMENT LTD.* 24,067,700 RMB ordinary shares 24,067,700 XINHUA LIFE INSURANCE CO., LTD. DIVIDEND GROUP DIVIDEND 018L FH001 SHANGHAI* 22,238,564 RMB ordinary shares 22,238,564 HONG KONG SECURITIES CLEARING COMPANY LIMITED (Note 2) 21,850,926 RMB ordinary shares 21,850,926 CHINA MERCHANTS BANK CO., LTD. ORIENT RED RUIFENG FLEXIBLE ALLOCATION MIXED TYPE SECURITIES INVESTMENT FUND (LOF)* 17,681,785 RMB ordinary shares 17,681,785 BANK NEGARA MALAYSIA 15,120,547 RMB ordinary shares 15,120,547 BANK OF CHINA LIMITED ORIENT RED RUIHUA SH-HK-SZ 13,388,194 RMB ordinary shares 13,388,194 FLEXIBLE ALLOCATION MIXED FUND* FOTIC SPRINGS SELECTED I* 13,116,792 RMB ordinary shares 13,116,792 Description of the related relationship or concerted action of the above shareholders Description of resumed voting rights and shareholdings of holders of preferred shares Both CHINA MERCHANTS BANK CO., LTD. ORIENT RED RUIFENG FLEXIBLE ALLOCATION MIXED TYPE SECURITIES INVESTMENT FUND (LOF)* and BANK OF CHINA LIMITED ORIENT RED RUIHUA SH-HK-SZ FLEXIBLE ALLOCATION MIXED FUND* are funds managed by ORIENT SECURITIES ASSET MANAGEMENT COMPANY LIMITED*. The Company does not know if any related relationship or concerted action exists between the abovementioned other shareholders of tradable shares. Not applicable Note 1: Note 2: Note 3: HKSCC NOMINEES LIMITED, i.e. Hong Kong Securities Clearing Company Nominees Limited, is holding shares on behalf of multiple clients. HONG KONG SECURITIES CLEARING COMPANY LIMITED is the nominee holder of the RMB ordinary shares under Shanghai-Hong Kong Stock Connect. Including 9,989,000 H Shares of the Company held by Fosun Group through HKSCC NOMINEES LIMITED at the end of the Reporting Period, representing 0.40% of the total share capital of the Company. 2.3 Total number of preferred shareholders, the shareholding status of the Top 10 preferred shareholders and the Top 10 unrestricted preferred shareholders of the Company at the end of the Reporting Period Not applicable 5

6 3. SIGNIFICANT EVENTS 3.1 Significant changes in major financial statement items and financial indicators of the Group and the reasons thereof Unit: Yuan Currency: RMB Balance Sheet Items 30 September December 2016 Ratio of change (%) Reasons of changes Cash and bank balances 13,860,196, ,996,029, % Mainly due to the increase in sales, the improvement in receivable recoverability and the new bank borrowings obtained during the Reporting Period Financial assets at fair value through profit or loss 112,665, ,488, % Mainly due to obtaining new shares through the major asset restructuring of other listed company by swapping the available-forsale financial assets held during the Reporting Period Trade receivable 2,764,152, ,965,005, % Mainly due to the increase in sales during the Reporting Period Dividends receivable 45,686, ,208, % Mainly due to the receipt of dividends declared for distribution during the Reporting Period Other receivables 389,578, ,873, % Mainly due to the outstanding receivables from the disposal of equity interests during the Reporting Period Other current assets 122,482, ,146, % Mainly due to the increase in input value added tax during the Reporting Period Construction in progress 1,684,759, ,159,895, % Mainly due to the investments in construction projects during the Reporting Period Development expenditures 759,676, ,204, % Mainly due to the continuous increase in R&D investments during the Reporting Period Short-term loans 9,214,329, ,826,209, % Mainly due to the newly bridge loan obtained during the Reporting Period Interest payable 115,383, ,168, % Mainly due to payment of the Company s bonds interest during the Reporting Period Dividends payable 123,373, ,711, % Mainly due to dividends declared for distribution but unpaid during the Reporting Period Other payables 1,929,629, ,263,652, % Mainly due to the increase in outstanding payables and receivables and payables on behalf of other parties during the Reporting Period Non-current liabilities due within one year 763,546, ,824,176, % Mainly due to the repayment of corporate bonds of RMB1,500 million which is due within one year during the Reporting Period Other current liabilities 68,686, ,119, % Mainly due to the repayment of super short-term commercial papers of RMB 500 million during the Reporting Period Long-term loans 5,783,067, ,182,905, % Mainly due to the new loans obtained during the Reporting Period Long-term payables 366,513, ,817, % Mainly due to the debt-to-equity swap by the minority shareholders of controlling subsidiaries during the Reporting Period Other non-current liabilities 217,183, N/A Mainly due to granting share put option to the minority shareholders of controlling subsidiaries during the Reporting Period treasury shares 18,766, ,818, % Mainly due to the completion of the unlocking of the third tranche of the Restricted A Shares under the restricted share incentive scheme I of the Company during the Reporting Period 6

7 Unit: Yuan Currency: RMB Income Statement Items Jan Sep 2017 Jan Sep 2016 Ratio of change (%) Reasons of changes Tax and surcharges 155,761, ,547, % Mainly due to the reclassification of taxes originally included in General and administrative expense such as real estate tax and stamp tax to Taxes and surcharges under the requirements of Provisions on the Accounting Treatment of Value-added Tax from May Selling and distribution expenses 3,827,121, ,639,501, % Mainly due to the increase in sales of major products and the marketing of new products during the Reporting Period R&D expenses 700,167, ,896, % Mainly due to the continuous increase in R&D investment in monoclonal antibody biopharmaceutical innovative drugs and biosimilars and small molecular innovative drugs, as well as the focused investment in consistency evaluation during the Reporting Period Asset impairment losses 53,173, ,489, % Mainly due to the provision accrued for the impairment of available-for-sale financial assets during the Reporting Period Gains from changes in fair value 11,965, ,345, % Mainly due to the increase in changes in the fair value of financial assets held for trading during the Reporting Period Non-operating expenses 27,679, ,266, % Mainly due to the losses arising from disposal of fixed assets and donations for charity during the Reporting Period Other Gains 68,854, N/A Mainly due to the reclassification of government grant relating to daily activities of business enterprises that incurred after 1 January 2017 to other gains under the requirements of Accounting Standards for Business Enterprises No. 16 Government Grant during the Reporting Period. 7

8 Unit: Yuan Currency: RMB Items Jan Sep 2016 Jan Sep 2015 Net cash flow generated from investing activities Net cash flow generated from financing activities Effects of exchange rate fluctuations on cash and cash equivalents Statement of Cash Flow Ratio of change (%) Reasons of changes 2,451,631, ,533,293, % Mainly due to the increase in cash paid for external investments during the Reporting Period 9,665,875, ,036,994, % Mainly due to placing of H Shares and the additional bank borrowings obtained during the Reporting Period 139,972, ,756, % Mainly due to the fluctuations in US dollar exchange rate during the Reporting Period 3.2 Analysis and explanation of the progress, impact and solution of major events (1) On 31 August 2016, the resolution in relation to the overseas listing plan of Sisram Medical Ltd ( Sisram ) or a subsidiary to be established by the Company as a holding company for the purpose of the spin-off and overseas listing of Sisram was considered and passed at the 2016 second extraordinary general meeting of the Company. On 22 December 2016, the Company received the Letter on the Spin-off of a Subsidiary from Shanghai Fosun Pharmaceutical (Group) Co., Ltd. for Overseas Listing ( 關於上海復星醫藥 ( 集團 ) 股份有限公司分拆下屬公司境外上市有關事宜的函 ) (Guo He Han [2016] No. 1231) issued by the China Securities Regulatory Commission (the CSRC ), which stated that the Division of International Cooperation of the CSRC had no objection to the spin-off of Sisram from the Company for overseas listing. On 19 September 2017, The Stock Exchange of Hong Kong Limited (the Hong Kong Stock Exchange ) granted the listing of, and permission to deal in, the shares of Sisram on the main board of the Hong Kong Stock Exchange; the shares of Sisram were offered at HK$8.88 per share of Sisram, while the total number of Sisram shares being offered was 110,000,000 shares and the total proceeds raised was HK$ million. On 8 October 2017, Sisram allotted and issued 2,155,600 Sisram shares in aggregate at HK$8.88 per share of Sisram, and the total proceeds raised was HK$19.67 million. As at and after the completion of the exercise of the above over-allotment option, the indirect interest in Sisram as held by the Company through its subsidiaries decreased to approximately 52.70% from approximately 52.96%. (2) On 29 June 2015, the Sisram share option scheme was approved at the 2014 annual general meeting of the Company. The Sisram share option scheme was terminated on 19 September 2017 by a board resolution of Sisram; as of 19 September 2017, Sisram had not granted any share options. 8

9 (3) On 9 September 2016, the Company and Guilin Pharmaceutical Co., Ltd.* ( Guilin Pharmaceutical ), a subsidiary of the Company, entered into the Agreement on Asset Acquisition through Share Issuance ( 發行股份購買資產協議 ) and the Supplementary Agreement on Asset Acquisition through Share Issuance ( 發行股份購買資產協議補充協議 ) with, among others, other shareholders of Chongqing Pharmaceutical (Group) Company Limited* ( Chongqing Pharma ), including Chongqing Chemical & Pharmaceutical Holding (Group) Company Limited and Chongqing Jian Feng Chemical Co., Ltd.* ( Jian Feng Chemical ), upon being considered and passed at the 11th meeting (extraordinary meeting) of the seventh session of the Board. The Company and Guilin Pharmaceutical proposed to take part in the material asset reorganization of Jian Feng Chemical with the 13,717,000 shares of Chongqing Pharma held by the Company and Guilin Pharmaceutical in aggregate. Jian Feng Chemical proposed to be transferred the abovementioned shares of Chongqing Pharma held by the Company and Guilin Pharmaceutical through the issue of consideration shares. On 24 July 2017, Jian Feng Chemical received the Approval on Asset Acquisition through Issue of Shares to Chongqing Chemical & Pharmaceutical Holdings (Group) Company Limited and others by Chongqing Jian Feng Chemical Co., Ltd. (Zheng Jian Xu Ke [2017] No. 1174) ( 關於核准重慶建峰化工股份有限公司向重慶化醫控股 ( 集團 ) 公司等發行股份購買資產的批覆 ( 證監許可 [2017]1174 號 )) issued by the CSRC, which approved the asset acquisition through the issue of shares to the above transferors (including 35,497,726 shares and 155,953 shares to be issued to the Company and Guilin Pharmaceutical respectively) by Jian Feng Chemical. The above approval is effective within 12 months from the date of issue. In August 2017, the transfer of the 13,717,000 shares of Chongqing Pharma to Jian Feng Chemical by the Company and Guilin Pharmaceutical was completed; as at 15 October 2017, the Company and Guilin Pharmaceutical held 35,653,679 shares of Jian Feng Chemical (including 35,497,726 shares and 155,953 shares of Jian Feng Chemical held by the Company and Guilin Pharmaceutical respectively), representing approximately 2.06% of the total capital of Jian Feng Chemical after the completion of the share issuance. (4) On 29 September 2016, the resolution in relation to the acquisition of the equity interest in Gland Pharma Limited ( Gland Pharma ) was considered and passed at the 2016 third extraordinary general meeting of the Company. On 17 September 2017, the resolution in relation to the adjustment to the plan on the acquisition of the equity interest in Gland Pharma was considered and passed at the 39th meeting of the seventh session of the Board. It was agreed that the plan on the acquisition of Gland Pharma was adjusted such that Fosun Pharma Industrial Pte Ltd., Fosun Industrial Co., Limited and its subsidiary shall acquire approximately 74% equity interest in Gland Pharma at a consideration of not more than US$1, million. The completion of the acquisition of approximately 74% equity interest in Gland Pharma took place on 3 October

10 (5) On 30 December 2016, the Company was notified by Mr. Wu Yifang, an executive director, president and chief executive officer of the Company, that Mr. Wu Yifangproposedtoacquire additional shares (including A shares and/or H shares) of the Company on the secondary market during the 12-month period from 3 January 2017 (inclusive), if and where appropriate, and the cumulative amount thereof shall not be less than RMB20.00 million. As at the end of the Reporting Period, Mr. Wu Yifang acquired a total of 755,900 shares (including 443,900 A shares and 312,000 H shares) of the Company in a cumulative amount of approximately RMB20.90 million since the implementation of the shareholding increase plan, representing approximately 0.030% of total issued shares of the Company (i.e. 2,495,131,045 shares, the same below ) as at the end of the Reporting Period. (6) On 9 May 2017 and 24 May 2017, the Company was notified by Fosun Group in writing that Fosun Group intended to further increase its shareholding in the Company (including A Shares and/or H Shares) on the secondary market by itself or parties acting in concert with it during the 12-month period from 9 May 2017 (inclusive), if and where appropriate, and the cumulative total amount thereof shall not be less than RMB70.00 million and the increased shareholding percentage of Fosun Group and parties acting in concert with it in aggregate shall not exceed 2% of total issued shares of the Company prior to the Placing of H Shares (i.e. 2,414,474,545 shares, the same below). As at the end of the Reporting Period, Fosun Group acquired a total of 8,852,710 shares (including 4,036,710 A shares and 4,816,000 H shares) of the Company in a cumulative amount of approximately RMB million since the implementation of the shareholding increase plan, representing approximately 0.37% of total issued shares of the Company prior to the Placing of H Shares and approximately 0.35% of the total issued shares of the Company as of the end of the Reporting Period. 3.3 Failure to perform undertakings during the Reporting Period Not applicable 3.4 Warning on any potential loss in the accumulated net profit for the period from the beginning of the year to the end of the next reporting period or any material changes in the accumulated net profit as compared with the corresponding period of the previous year and the reasons thereof Not applicable Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* Legal Representative: Chen Qiyu 30 October

11 4. APPENDICES 4.1 Financial statements Consolidated balance sheet 30 September 2017 Prepared by: Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* Unit: Yuan Currency: RMB Type of audit: Unaudited 30 September December 2016 Items Current Assets: Cash and bank balances 13,860,196, ,996,029, Settlement reserves Loans advanced to banks or other financial institutions Financial assets at fair value through profit or loss 112,665, ,488, Derivative financial assets Bills receivable 486,751, ,856, Trade receivable 2,764,152, ,965,005, Prepayments 335,796, ,226, Premiums receivable Reinsurance accounts receivable Reinsurance contract reserve receivable Interest receivable 2,665, ,732, Dividends receivable 45,686, ,208, Other receivables 389,578, ,873, Financial assets reverse repurchase agreement Inventories 1,964,224, ,670,738, Assets of a disposal group classified as held for sale Non-current assets due within one year Other current assets 122,482, ,146, Total current assets 20,084,201, ,764,306,

12 Consolidated balance sheet (Continued) 30 September September December 2016 Items Non-current assets: Entrusted loans and advances Available-for-sale financial assets 3,026,123, ,674,435, Held-to-maturity investment Long-term receivables Long-term equity investments 17,970,868, ,175,569, Investment properties Fixed assets 5,075,407, ,140,004, Construction in progress 1,684,759, ,159,895, Project supplies 6,107, ,831, Disposal of fixed assets Productive biological assets Oil and gas assets Intangible assets 3,484,008, ,080,359, Development expenditures 759,676, ,204, Goodwill 3,795,918, ,473,110, Long-term deferred expenditures 24,478, ,747, Deferred tax assets 145,940, ,550, Other non-current assets 434,694, ,771, Total non-current assets 36,407,983, ,003,480, Total assets 56,492,185, ,767,787, Current liabilities: Short-term loans 9,214,329, ,826,209, Borrowings from the central bank Deposits from customers and inter-bank deposits Loans from banks and other financial institutions Financial liabilities at fair value through profit or loss Derivative financial liabilities Bills payable 131,958, ,588, Trade payable 1,055,899, ,024,791, Receipts in advance 281,746, ,744, financial assets Repurchased agreement Fees and commissions payable Wages payable 408,881, ,193,

13 Consolidated balance sheet (Continued) 30 September September December 2016 Items Current liabilities: Tax payable 461,352, ,197, Interest payable 115,383, ,168, Dividends payable 123,373, ,711, Other payables 1,929,629, ,263,652, Reinsurance accounts payables Insurance contract reserve Amount paid for agency securities trading Amount paid for agency securities underwriting Liabilities directly associated with the assets classified as held for sale Non-current liabilities due within one year 763,546, ,824,176, Other current liabilities 68,686, ,119, Total current liabilities 14,554,787, ,108,553, Non-current liabilities: Long-term loans 5,783,067, ,182,905, Bonds payable 4,238,374, ,388,052, Including: Preferred shares Perpetual bonds Long-term payables 366,513, ,817, Long-term wages payables Specific payables Accrued liabilities Deferred income 343,623, ,706, Deferred tax liabilities 1,757,660, ,786,426, Other non-current liabilities 217,183, Total non-current liabilities 12,706,422, ,408,907, Total liabilities 27,261,210, ,517,461,

14 Consolidated balance sheet (Continued) 30 September September December 2016 Items Equity: Share capital 2,495,131, ,414,512, Other equity instruments Including: Preferred shares Perpetual bonds Capital reserve 9,752,153, ,857,571, Less: treasury shares 18,766, ,818, Other comprehensive income 642,300, ,614, Specific reserve Surplus reserve 2,121,545, ,121,545, General risk provision Unappropriated profits 10,539,761, ,993,790, Total equity attributable to the owners of the Parent company 25,532,125, ,190,215, Non-controlling interests 3,698,850, ,060,110, Total equity 29,230,975, ,250,325, Total liabilities and equity 56,492,185, ,767,787, Legal Representative: Chief Financial Officer: Director of the Accounting Department: Chen Qiyu Guan Xiaohui Chen Zhanyu 14

15 Balance Sheet of the Parent Company 30 September 2017 Prepared by: Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* Unit: Yuan Currency: RMB Type of audit: Unaudited 30 September December 2016 Items Current Assets: Cash and bank balances 1,386,857, ,154,258, Financial assets at fair value through profit or loss Derivative financial assets Bills receivable Trade receivable Prepayments Interest receivable 173,290, ,983, Dividends receivable 13,775, ,384, Other receivables 3,837,134, ,019,964, Inventories Assets of a disposal group classified as held for sale Non-current assets due within one year 734,000, ,789,000, Other current assets 106,000, ,000, Total current assets 6,251,058, ,098,590, Non-current assets: Available-for-sale financial assets 306,179, ,959, Held-to-maturity investment Long-term receivables Long-term equity investments 19,432,485, ,368,117, Investment properties Fixed assets 6,843, ,031, Construction in progress Project supplies Disposal of fixed assets Productive biological assets Oil and gas assets Intangible assets 1,998, ,702, Development expenditures Goodwill Long-term deferred expenditures Deferred tax assets Other non-current assets 4,869,137, ,957,582, Total non-current assets 24,616,645, ,927,394, Total assets 30,867,703, ,025,984,

16 Balance Sheet of the Parent Company (Continued) 30 September September December 2016 Items Current liabilities: Short-term loans 2,045,000, ,342,590, Financial liabilities at fair value through profit or loss Derivative financial liabilities Bills payable Trade payable Receipts in advance Wages payable 100,482, ,977, Tax payable 22,694, ,483, Interest payable 101,735, ,636, Dividends payable 1,238, ,711, Other payables 896,787, ,644, Liabilities classified as held for sale Non-current liabilities due within one year 455,985, ,557,743, Other current liabilities 5,313, ,015, Total current liabilities 3,629,236, ,343,801, Non-current liabilities: Long-term loans 837,774, ,493, Bonds payable 4,238,374, ,388,052, Including: Preferred shares Perpetual bonds Long-term payables Long-term wages payables Specific payables Accrued liabilities Deferred income 3,776, ,020, Deferred tax liabilities 1,151,018, ,151,018, Other non-current liabilities Total non-current liabilities 6,230,943, ,844,585, Total liabilities 9,860,179, ,188,386,

17 Balance Sheet of the Parent Company (Continued) 30 September September December 2016 Items Equity: Share capital 2,495,131, ,414,512, Other equity instruments Including: Preferred shares Perpetual bonds Capital reserve 11,889,835, ,993,919, Less: treasury shares 18,766, ,818, Other comprehensive income 33,778, ,181, Specific reserve Surplus reserve 1,207,256, ,207,256, Unappropriated profits 5,467,847, ,147,548, Total equity 21,007,524, ,837,598, Total liabilities and equity 30,867,703, ,025,984, Legal Representative: Chief Financial Officer: Director of the Accounting Department: Chen Qiyu Guan Xiaohui Chen Zhanyu 17

18 Consolidated Income Statement January September 2017 Prepared by: Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* Unit: Yuan Currency: RMB Type of audit: Unaudited Items Jul Sep 2017 Jul Sep 2016 Jan Sep 2017 Jan Sep 2016 I. Total operating revenue 4,606,790, ,700,894, ,959,812, ,637,985, Including: Operating revenue 4,606,790, ,700,894, ,959,812, ,637,985, Interest income Earned premiums Fees and commission income II. Total operating costs 4,210,855, ,352,916, ,689,674, ,512,363, Including: Operating costs 1,820,211, ,686,530, ,392,104, ,915,105, Interest expenses Fees and commission expenses Premiums refund Compensation payout, net Net provision drawn for insurance contract Policy dividend payment Amortized reinsurance expenditures Business tax and surcharges 50,911, ,321, ,761, ,547, Selling and distribution expenses 1,544,076, ,740, ,827,121, ,639,501, General and administrative expenses 649,353, ,442, ,865,816, ,525,389, Finance costs 144,649, ,957, ,697, ,329, Asset impairment losses 1,653, ,923, ,173, ,489, Plus: Gains from changes in fair value ( indicating loss) 15,527, ,759, ,965, ,345, Investment income ( indicating loss) 478,198, ,644, ,744,771, ,565,442, Including: Gains from investments in associated companies and joint ventures 257,011, ,614, ,011,390, ,035,810, Foreign exchange gains ( indicating loss) Other gains 31,189, ,854,

19 Consolidated Income Statement (Continued) January September 2017 Items Jul Sep 2017 Jul Sep 2016 Jan Sep 2017 Jan Sep 2016 III. Operating profit ( - indicating loss) 920,849, ,381, ,095,730, ,694,410, Plus: Non-operating income 33,940, ,189, ,825, ,664, Including: Gains from disposal of non-current assets 22,203, , ,564, , Less: Non-operating expenses 17,077, ,534, ,679, ,266, Including: Loss on disposal of noncurrent assets 5,463, ,717, ,885, ,404, IV. Total profit ( indicating total loss) 937,712, ,036, ,116,876, ,837,807, Less: Income tax expenses 106,989, ,855, ,534, ,000, V. Net profit ( indicating net loss) 830,723, ,181, ,757,342, ,532,806, Profit for the period attributable to the owners of the Parent company 730,207, ,622, ,419,266, ,176,888, Profit for the period attributable to noncontrolling interests 100,515, ,559, ,075, ,918, VI. Other comprehensive income 28,667, ,861, ,315, ,063, Other comprehensive income attributable to the owners of the Parent company 27,247, ,872, ,314, ,443, (i) Other comprehensive income not reclassified subsequently to profit or loss 1. Changes as a result of remeasurement of net defined benefit plan liability or asset 2. Share of the other comprehensive income of the investees accounted for using equity method which will not be reclassified subsequently to profit or loss (ii) Other comprehensive income reclassified subsequently to profit or loss 27,247, ,872, ,314, ,443, Share of other comprehensive income of the investees 5,693, ,305, ,054, ,037, Changes in fair value of available for sale investments, net of tax 40,061, ,776, ,916, ,942,

20 Consolidated Income Statement (Continued) January September 2017 Items Jul Sep 2017 Jul Sep 2016 Jan Sep 2017 Jan Sep Gainsorlossarisingfrom reclassification of held to maturity investments to available-for-sale financial assets 4. Effective hedging portion of gains or losses arising from cash flow 5. Exchange differences on translation of foreign operations 18,507, ,401, ,656, ,538, Others Other comprehensive income after tax attributable to non-controlling interests, net 1,420, ,010, ,001, ,380, VII. Total comprehensive income for the period 802,055, ,319, ,557,026, ,363,743, Total comprehensive income for the period attributable to the owners of the Parent company 702,960, ,750, ,231,952, ,999,445, Total comprehensive income for the period attributable to non-controlling interests 99,095, ,569, ,074, ,298, VIII. Earnings per share: (1) basic earnings per share (yuan/share) (2) diluted earnings per share (yuan/share) Legal Representative: Chief Financial Officer: Director of the Accounting Department: Chen Qiyu Guan Xiaohui Chen Zhanyu 20

21 Income Statement of the Parent Company January September 2017 Prepared by: Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* Unit: Yuan Currency: RMB Type of audit: Unaudited Items Jul Sep 2017 Jul Sep 2016 Jan Sep 2017 Jan Sep 2016 I. Operating revenue 285, , Less: Operating costs Business tax and surcharges 45, ,456, , Selling and distribution expenses General and administrative expenses 62,846, ,137, ,223, ,601, Finance costs 19,651, ,876, ,833, ,059, Asset impairment losses Plus: Gains from changes in fair value ( indicating loss) Investment income ( indicating loss) 495,864, ,137, ,387,040, ,135,311, Including: Gains from investments in associated companies and joint ventures 290,668, ,986, ,119,443, ,076,781, Other gains 75, , II. Operating profit ( indicating loss) 413,395, ,123, ,172,238, ,075, Plus: Non-operating income 21,357, , ,357, , Including: Gains on disposal of non-current assets 21,357, ,357, Less: Non-operating expenses Including: Loss on disposal of non-current assets III. Total profit ( indicating total loss) 434,752, ,213, ,193,595, ,516, Less: Income tax expenses IV. Net profit ( indicating net loss) 434,752, ,213, ,193,595, ,516,

22 Income Statement of the Parent Company (Continued) January September 2017 Items Jul Sep 2017 Jul Sep 2016 Jan Sep 2017 Jan Sep 2016 V. Other comprehensive income 39,769, ,188, ,960, ,838, (i) Other comprehensive income not reclassified subsequently to profit or loss 1. Changes as a result of remeasurement of net defined benefit plan liability or asset 2. Share of the other comprehensive income of the investees accounted for using equity method which will not be reclassified subsequently to profit or loss (ii) Other comprehensive income reclassified subsequently to profit or loss 39,769, ,188, ,960, ,838, Share of other comprehensive income of investees 3,712, ,821, ,643, ,875, Changes in fair value of available for sale investments, net of tax 36,057, ,632, ,316, ,037, Gainsorlossarisingfrom reclassification of held to maturity investments to available-for-sale financial assets 4. Effective hedging portion of gains or losses arising from cash flow 5. Exchange differences on translation of foreign operations 6. Others VI. Total comprehensive income 394,982, ,402, ,058,634, ,354, VII. Earnings per share: (1) basic earnings per share (yuan/share)) (2) diluted earnings per share (yuan/share) Legal Representative: Chief Financial Officer: Director of the Accounting Department: Chen Qiyu Guan Xiaohui Chen Zhanyu 22

23 Consolidated Statement of Cash Flow January September 2017 Prepared by: Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* Unit: Yuan Currency: RMB Type of audit: Unaudited Items Jan Sep 2017 Jan Sep 2016 I. Cash flow generated from operating activities: Cash received from sale of goods and rendering of services 14,964,117, ,047,212, Net increase of deposits from customers and inter-bank deposits Net increase of borrowings from the central bank Net increase of loans from other financial institutions Cash received as premiums of original insurance contract Net cash received from reinsurance business Net increase of policy holder deposits and investment Net increase of disposal of financial assets at fair value through profit or loss Cash received from interests, fees and commissions Net increase of loans from banks and other financial institutions Net increase of capital from repurchase business Refund of taxes and levies 67,585, ,822, Other cash received relating to operating activities 199,116, ,947, Sub-total of cash inflow generated from operating activities 15,230,819, ,374,982, Cash paid for purchasing goods and receiving services 6,976,666, ,108,584, Net increase of customers loans and advances Net increase of deposits in the central bank and inter-bank deposits Cash paid for compensation payout under original insurance contracts Cash paid for interest, fees and commissions Cash paid for policy dividends Cash paid to and on behalf of employees 2,083,892, ,605,231, Cash paid for all types of taxes 1,436,613, ,248,457, Other cash paid relating to operating activities 3,010,305, ,889,222, Sub-total of cash outflow generated from operating activities 13,507,477, ,851,496, Net cash flow generated from operating activities 1,723,341, ,523,486,

24 Consolidated Statement of Cash Flow (Continued) January September 2017 Items Jan Sep 2017 Jan Sep 2016 II. Cash flow generated from investing activities: Cash received from disposal of investments 717,659, ,059, Cash received from returns on investments 518,245, ,695, Net cash received from disposal of fixed assets, intangible assets and other long-term assets 52,935, ,050, Net cash received from disposal of subsidiaries and other operating segments Other cash received relating to investing activities 573,885, ,433, Sub-total of cash inflow generated from investing activities 1,862,725, ,461,239, Cash paid for acquisition of fixed assets, intangible assets and other long-term assets 1,570,776, ,314,828, Cash paid for investments 2,131,171, ,111,362, Net increase of pledged loans Net cash paid for acquisition of subsidiaries and other operating segments 536,636, ,723, Other cash paid relating to investing activities 75,772, ,618, Sub-total of cash outflow generated from investing activities 4,314,356, ,994,533, Net cash flow generated from investing activities 2,451,631, ,533,293, III. Cash flow generated from financing activities: Cash received from capital contribution 2,863,684, ,123, Including: cash received by subsidiaries from investments of non-controlling interests 826,397, ,123, Cash received from borrowings 14,660,577, ,045,141, Cash received from issuing bonds 1,244,375, ,985,000, Other cash received relating to financing activities 297,894, ,888, Sub-total of cash inflow generated from financing activities 19,066,531, ,517,153, Cash paid for debts settlement 7,392,990, ,857,660, Cash paid for the distribution of dividends, profits or interest 1,464,523, ,216,328, Including: dividends and profits paid by subsidiaries to non-controlling interests 154,702, ,803, Other cash paid relating to financing activities 543,141, ,169, Sub-total of cash outflow generated from financing activities 9,400,655, ,480,159, Net cash flow generated from financing activities 9,665,875, ,036,994, IV. Effects of exchange rate fluctuations on cash and cash equivalents 139,972, ,756, V. Net increase of cash and cash equivalents 8,797,613, ,055,943, Plus: Opening balance of cash and cash equivalents 4,538,036, ,348,593, VI. Closing balance of cash and cash equivalents 13,335,649, ,404,537, Legal Representative: Chief Financial Officer: Director of the Accounting Department: Chen Qiyu Guan Xiaohui Chen Zhanyu 24

25 Statement of Cash Flow of the Parent Company January September 2017 Prepared by: Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* Unit: Yuan Currency: RMB Type of audit: Unaudited Items Jan Sep 2017 Jan Sep 2016 I. Cash flow generated from operating activities: Cash received from sale of goods and rendering of services 300, , Refund of taxes and levies Other cash received relating to operating activities 225,832, ,956, Sub-total of cash inflow generated from operating activities 226,132, ,406, Cash paid for purchasing goods and receiving services Cash paid to and on behalf of employees 156,490, ,470, Cash paid for all types of taxes 20,761, ,890, Other cash paid relating to operating activities 44,535, ,026, Sub-total of cash outflow generated from operating activities 221,787, ,387, Net cash flow generated from operating activities 4,345, ,980, II. Cash flow generated from investing activities: Cash received from disposal of investments 155,846, ,037, Cash received from returns on investments 435,039, ,667, Net cash received from disposal of fixed assets, intangible assets and other long-term assets 38,928, , Net cash received from disposal of subsidiaries and other operating segments Other cash received relating to investing activities 20,000, Sub-total of cash inflow generated from investing activities 629,814, ,755, Cash paid for acquisition of fixed assets, intangible assets and other long-term assets 1,928, Cash paid for investments 1,612,397, ,854, Net cash paid for acquisition of subsidiaries and other operating segments Other cash paid relating to investing activities Sub-total of cash outflow generated from investing activities 1,612,397, ,783, Net cash flow generated from investing activities 982,582, ,972,

26 StatementofCashFlowoftheParentCompany(Continued) January September 2017 Items Jan Sep 2017 Jan Sep 2016 III. Cash flow generated from financing activities: Cash received from capital contribution 2,037,286, Cash received from borrowings 3,791,848, ,684,116, Cash received from issuing bonds 1,244,375, ,985,000, Other cash received relating to financing activities 6,838,728, ,199,191, Sub-total of cash inflow generated from financing activities 13,912,238, ,868,307, Cash paid for debts settlement 4,519,025, ,635,484, Cash paid for the distribution of dividends, profits or interest 1,168,119, ,007,505, Other cash paid relating to financing activities 6,777,078, ,127,701, Sub-total of cash outflow generated from financing activities 12,464,223, ,770,692, Net cash flow generated from financing activities 1,448,014, ,615, IV. Effects of exchange rate fluctuations on cash and cash equivalents 40,193, ,651, V. Net increase of cash and cash equivalents 429,584, ,258, Plus: Opening balance of cash and cash equivalents 669,573, ,637, VI. Closing balance of cash and cash equivalents 1,099,157, ,895, Legal Representative: Chief Financial Officer: Director of the Accounting Department: Chen Qiyu Guan Xiaohui Chen Zhanyu 4.2 Audited Report Not applicable 26