Securities code: Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) stock abbreviation: Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) No.: lin2022049 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 on subscription of private equity fund units
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.
Important content tips:
● investment object and amount:
Fosun industry, the holding subsidiary of the company, plans to invest £ 10 million as LP to subscribe for the equivalent share of CIC phase II Fund (Sterling Fund).
● this investment does not constitute a connected transaction.
● this investment does not constitute a major asset restructuring.
● special risk warning: the target fund has no principal guarantee and minimum return commitment. During the duration of the target fund, it may be affected by many factors, including (but not limited to) policies and regulations, economic environment, industry cycle, market changes, portfolio operation, R & D and commercialization uncertainty. The investment cycle of this investment is long, and there may be investment risks such as failure to achieve the expected return and failure to exit in time and effectively.
1、 Overview of this investment
On March 30, 2022, UK time, Fosun industry, the holding subsidiary of the company, signed the target fund subscription agreement with CIC manager, the manager of CIC phase II Fund (Sterling Fund). Fosun industry plans to contribute £ 10 million as LP to subscribe for the equivalent share of the target fund in this round (hereinafter referred to as “this investment”). It is estimated that after the completion of this investment, the subscription shares of Fosun industry account for about 5.12% of the total shares of the target fund after the completion of this round of raising (the proportion of shares actually held by the target fund shall be subject to the completion of the final raising of the target Fund).
Fosun industrial plans to pay the investment consideration with self raised funds.
This investment does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
This investment does not need to be submitted to the board of directors and the general meeting of shareholders of the company for approval.
2、 Basic information of target fund
1. Target Fund Name: CIC II Fund (GBP Fund)
2. Place of registration: Cambridge, UK
3. Date of establishment: September 2020
4. Fund size:
CIC phase II Fund (GBP Fund) and CIC phase II Fund (USD Fund) constitute parallel funds. CICI phase I Fund (GBP Fund) and CIC phase II Fund (USD Fund) jointly invest abroad according to the proportion of their respective raised scale in the total scale of parallel funds. Including this round of raising, the scale of parallel fund raising is planned to not exceed the equivalent of £ 225 million. Before and after this round of raising, the situation of parallel fund raising is as follows:
Unit: GBP 10000
Before the current round of raising and after the completion of this round of raising
Scale of this round of raising
Total amount subscribed cumulative total amount subscribed
CIC II (GBP Fund) 15146464370001951646
CIC II (USD Fund) note 298164 0. Risuntek Inc(002981) 64
Total 18128094370 Zhongshan Broad-Ocean Motor Co.Ltd(002249) 809
Note: as of March 30, 2022, UK time, the total amount of CIC II (USD Fund) has been subscribed is about USD 40.595 million, which is equivalent to £ 298164 million according to the exchange rate agreed in the target fund limited partnership agreement.
Among them, as of March 30, 2022, UK time, the subscription and paid in of the target fund are as follows: unit: GBP 10000
Subscribed amount / share
Partners’ subscribed amount / share paid in amount / share after the completion of this round of raising
Proportion of total shares of target Fund Note 1
GP CICGP LLP – – –
Founding partner 100000 130.00 5.12%
LP
Fosun industrial note 2 100000 – 5.12%
Subscribed amount / share
Partners’ subscribed amount / share paid in amount / share after the completion of this round of raising
Proportion of total shares of target Fund Note 1
Other institutional investors note 21699646177144 87.09%
Other individual investors 520.00 67.60 2.67%
Total 1951646196904 100.00%
Note 1: the proportion of shares actually held in the target fund shall be subject to the completion of the final raising of the target fund.
Note 2: in this round of centralized offering, Fosun industrial and other institutional investors subscribed shares equivalent to £ 10 million and £ 33.7 million of the target fund respectively. All partners of the target Fund (including Fosun industry) will perform their capital contribution obligations in accordance with the target fund limited partnership agreement.
5. Investment fields and restrictions:
The target fund mainly invests in intellectual property rich and knowledge intensive life science and technology projects spun off by the University of Cambridge and / or incubated in the Cambridge accelerator and operated in the Cambridge ecosystem.
Unless unanimously agreed by the target Fund Advisory Committee, the target Fund: ① the amount of investment (excluding Bridge Investment) in an invested enterprise and its shareholders or subsidiaries shall not exceed 15% of the subscribed scale of the target fund; ② The amount of investment (including bridge investment) in an invested enterprise and its shareholders or subsidiaries shall not exceed 20% of the subscribed scale of the target fund; ③ The total amount of non direct investment in the target company shall not exceed 20%; And ④ it is not allowed to invest in companies whose main income comes from the production and sales of fossil fuels.
6. Duration:
11 years from the date of establishment of the target fund, which can be extended according to the target fund limited partnership agreement. 7. Record and registration:
The target fund was registered as a private equity fund at companies house in the UK in September 2020.
8. Main financial data:
According to the management statement of the target Fund (Unaudited), as of March 31, 2021, the total assets of the target fund were £ 3.94 million, the owner’s equity was £ 3.78 million and the total liabilities were £ 160000; In fiscal year 2020 (i.e. from September 2020 to March 2021), the target fund achieved an operating revenue of £ 0 and a net profit of £ 770000.
According to the management statement (Unaudited) of the target fund, as of December 31, 2021, the total assets of the target fund were £ 12.33 million, the owner’s equity was £ 9.37 million and the total liabilities were £ 2.96 million; 2021 Finance
In the first three quarters of the year (i.e. from April 2021 to December 2021), the target fund achieved an operating revenue of £ 0 and a net profit of £ 3.09 million.
9. Management fee and profit distribution arrangement:
(1) Management fee:
From the date of establishment of the target fund to the end of the investment period or the date on which the successor fund generates the management fee (whichever is earlier), the annual management fee shall be charged at 2% of the subscribed scale of the target fund; During the duration of the target fund thereafter, the annual management fee shall be charged at 2% of the investment cost paid in all investment projects that have not been withdrawn at the time of the session.
(2) Profit distribution arrangement:
① Distribute to each LP according to the proportion of each LP’s subscribed shares until the paid in capital contribution of each LP is repaid in full; ② ① distribute the remaining part after distribution to each LP according to the proportion of its subscribed shares until the distribution amount received by each LP at this stage is equal to the income calculated by 8% (compound interest) per year of its paid in capital contribution as of the time point of distribution;
③ The remaining part after the distribution of ① and ② shall be distributed to the founding partners until its cumulative income is equal to 20% of the cumulative income of all LPS according to ② and ③;
④ For the remaining part after the distribution of ①, ② and ③, 80% shall be distributed to each LP according to the proportion of each LP’s subscription share, and the remaining 20% shall be distributed to the founding partner.
10. Investment method:
Including equity investment, equity related unlisted securities, bonds, convertible bonds and other investment methods in line with relevant applicable laws and regulations.
11. Exit mechanism:
(1) Investment exit: obtain investment return by selling investment portfolio, etc.
(2) Fund withdrawal: when the duration expires or the agreed dissolution occurs, liquidation shall be carried out in accordance with the target fund limited partnership agreement.
12. Investment decision-making mechanism:
The investment decision of the target fund is made by the manager entrusted by GP. The manager may set up an advisory committee to help make decisions. The Advisory Committee is composed of representatives of target fund partners designated by the manager. Fosun industry has the right to appoint one observer in the Advisory Committee.
13. Investment period:
Five years from the date of establishment of the target fund, it can be extended for one year or terminated in advance according to the target fund limited partnership agreement.
14. Contribution payment:
After becoming a partner of the target fund, the LP shall first pay 0.001% of its subscribed amount as agreed; The subsequent capital contribution shall be paid after receiving the written notice from the manager, and each notice period shall not be less than 10 working days.
3、 Manager and general partner of the target fund
1. CIC Manager (i.e. the manager of the target Fund):
As of the date of this announcement, the manager of the target fund is CIC manager, who has the right to be responsible for the investment decision of the target fund on behalf of the target fund and other partners. The basic information is as follows:
(1) Date of establishment: May 2019
(2) Place of registration: Cambridge, UK
(3) Key managers: Andrew Williamson, Michael Anstey and Robert Tansley have rich investment experience in the field of general health (including but not limited to pharmaceuticals, biotechnology and medical devices).
