Securities code: Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) stock abbreviation: Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) No.: Lin 2022050 bond Code: 143422 bond abbreviation: 18 Fuyao 01
Bond Code: 155067 bond abbreviation: 18 Fuyao 02
Bond Code: 175708 bond abbreviation: 21 Fuyao 01
Shanghai Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) (Group) Co., Ltd
Announcement of resolutions of the 68th Meeting (interim meeting) of the 8th board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
The 68th Meeting (interim meeting) of the 8th board of directors of Shanghai Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) (Group) Co., Ltd. (hereinafter referred to as “the company”) was held on April 1, 2022. All directors attended the meeting by means of communication. The meeting was held in accordance with the company law of the people’s Republic of China, other relevant laws and regulations and the articles of association of Shanghai Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) (Group) Co., Ltd. The meeting deliberated and passed the following proposals: first, deliberated and passed the proposal on participating in the capital increase of Fosun Kate Biotechnology Co., Ltd.
It is agreed that the holding subsidiaries Shanghai Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) Industry Development Co., Ltd. (hereinafter referred to as ” Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) industry”) and KP EU C.V. will increase the capital of Fosun Kate according to their respective equity ratio of Fosun Kate Biotechnology Co., Ltd. (hereinafter referred to as “Fosun Kate”), Of which: Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) industry subscribed for Fosun Kate’s newly increased registered capital of 7.5 million US dollars in cash equivalent to 7.5 million US dollars (the exchange rate is converted according to the middle rate between US dollars and RMB published by the people’s Bank of China on the date of actual contribution) (hereinafter referred to as “this investment”). After the completion of this investment, Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) industry still holds 50% equity of Fosun Kate.
Meanwhile, it is agreed to authorize the management of the company or its authorized person to handle specific matters related to this investment, including but not limited to signing, revising and executing relevant agreements.
As the senior management of the company concurrently serves as the director of Fosun Kate (not the holding subsidiary of the company), Fosun Kate is the related party of the company and this investment constitutes a related party transaction in accordance with the provisions of the stock listing rules of Shanghai Stock Exchange (hereinafter referred to as the Listing Rules of Shanghai Stock Exchange).
When the board of Directors voted on this proposal, Mr. Wu Yifang, a related director, avoided voting, and the remaining 10 directors (including 4 independent non-executive directors) of the board of directors participated in the voting.
Voting results: 10 in favor, 0 against and 0 abstention.
Independent non-executive directors have expressed their opinions on this proposal.
For details, please refer to the announcement on foreign investment and related party transactions issued on the same day (p.2022051). 2、 Deliberated and passed the proposal on signing a framework agreement on daily connected / connected transactions with Fosun International Co., Ltd.
Based on the prediction of the group’s daily connected / connected transactions in 2022 approved by the 66th (regular meeting) of the 8th board of directors of the company, It is agreed that the company and Fosun International Co., Ltd. (hereinafter referred to as “Fosun international”) sign the framework agreement on house leasing and property services (including one agreement involving house leasing and leasing business, hereinafter collectively referred to as “leasing framework agreement”) and the framework agreement on mutual supply of products and services. The term of the agreement is from January 1, 2022 to December 31, 2022.
Since Fosun international and the company are both controlled by Mr. Guo Guangchang, according to the Listing Rules of Shanghai Stock Exchange and the Securities Listing Rules of the stock exchange of Hong Kong Limited (hereinafter referred to as the Listing Rules of the stock exchange), Fosun international constitutes an affiliated / connected party of the company, and the lease framework agreement and product and service mutual supply framework agreement signed with Fosun international constitute an affiliated / connected transaction.
When the board of Directors voted on this proposal, related / connected directors Mr. Wu Yifang, Mr. Wang Kexin, Ms. Guan Xiaohui, Mr. Chen Qiyu, Mr. Yao Fang, Mr. Xu Xiaoliang and Mr. Pan Donghui avoided voting, and the remaining four directors (i.e. four independent non-executive directors) of the board of directors participated in the voting.
Voting results: 4 in favor, 0 against and 0 abstention.
Independent non-executive directors have expressed their opinions on this proposal.
For details, please refer to the announcement on signing the framework agreement on daily connected transactions (p.2022052) issued on the same day.
3、 The proposal on signing a framework agreement on daily connected transactions with C.Q.Pharmaceutical Holding Co.Ltd(000950) was deliberated and passed.
It is agreed that the company and C.Q.Pharmaceutical Holding Co.Ltd(000950) (hereinafter referred to as ” C.Q.Pharmaceutical Holding Co.Ltd(000950) “) sign the framework agreement on mutual supply of raw materials / products and services, and the term of the agreement is from January 1, 2022 to December 31, 2022. At the same time, it is agreed that the annual estimated upper limit of transactions under these framework agreements:
Unit: RMB 10000
Transaction category: upper limit amount in 2022
Purchase 40000 raw materials or commodities from related parties
100000 sales of raw materials or commodities to related parties
Providing labor services to related parties 500
Receiving services from related parties
As C.Q.Pharmaceutical Holding Co.Ltd(000950) indirectly holds more than 10% of the equity of Chongqing Yaoyou Pharmaceutical Co., Ltd., the holding subsidiary of the company, according to the Listing Rules of the stock exchange, C.Q.Pharmaceutical Holding Co.Ltd(000950) constitutes a connected party of the company, and the mutual supply framework agreement on raw materials / products and services signed with C.Q.Pharmaceutical Holding Co.Ltd(000950) constitutes a connected transaction. According to the current listing rules of Shanghai Stock Exchange, C.Q.Pharmaceutical Holding Co.Ltd(000950) does not constitute a related party of the company, and the signing of the framework agreement on mutual supply of raw materials / products and services with C.Q.Pharmaceutical Holding Co.Ltd(000950) does not constitute a related party transaction.
When the board of directors votes on this proposal, there is no need for directors to avoid voting, and 11 directors of the board of directors (including 4 independent non-executive directors) participate in the voting.
Voting results: 11 in favor, 0 against and 0 abstention.
The non-executive directors have expressed their opinions on this proposal.
It is hereby announced.
Board of directors of Shanghai Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) (Group) Co., Ltd. April 1, 2002
