Stock Code: Fuyao No.: 19 Aluminum Corporation Of China Limited(601600) 2
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 signing framework agreement on daily connected transactions
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 (the abbreviation is the same as the text):
● on April 1, 2022, the company and Fosun international signed the framework agreement on house leasing and property services (including one agreement involving house leasing and leasing business, hereinafter collectively referred to as the “leasing framework agreement”) and the framework agreement on mutual supply of products and services.
● the annual ceiling amount of each transaction under such framework agreements (i.e. the leasing framework agreement and the mutual supply framework agreement of products and services, the same below) shall be based on the approval of the general meeting of shareholders of the company on the estimated ceiling of the group’s daily connected transactions in 2022 Or according to the Listing Rules of the relevant listing place, the decision / adjustment made by the company’s competent decision-making body (board of directors and / or general meeting of shareholders) on the estimated upper limit shall be implemented.
● the business model of the group makes the daily connected transactions under these framework agreements necessary and continuous, which does not affect the independence of the company.
● in 2021 and from January to February 2022, the daily related party transactions between the group and Fosun international and / or its holding subsidiaries / units are as follows:
Unit: RMB 10000
Transaction category: year from January to February 2022
Purchasing raw materials or commodities from related parties 1992 7
Sales of raw materials or commodities to related parties 709178
Provision of labor services to related parties 22 19
Receiving labor services from related parties 19061725
Renting houses of related parties and receiving property services 2738563
Renting houses and providing property services to related parties 291 0
The daily maximum balance of the group’s deposits in Fosun finance company note 1 note 29932598617
Fosun finance note 1 maximum daily balance of loans provided to the group note 21763812312
Note 1: Fosun Finance Co., Ltd. is Shanghai Fosun High Tech Group Finance Co., Ltd.
Note 2: the daily maximum amount of deposits and loans of the group in Fosun finance company for each year from 2020 to 2022 has been approved by the second extraordinary general meeting of shareholders of the company in 2019.
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
On March 22, 2022, the 66th meeting (regular 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” or ” Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) “) deliberated and adopted the proposal on the report on daily connected / connected transactions of the group (i.e. the company and its holding subsidiaries / units, the same below) in 2021 and the prediction of daily connected / connected transactions in 2022, Including but not limited to the annual forecast of house leasing, property services, procurement and sales, labor services and other transactions between the group and Fosun International Co., Ltd. (hereinafter referred to as “Fosun international”) and / or its contacts in 2022. The contact person refers to the meaning given in the rules on the listing of securities on the stock exchange of Hong Kong Limited (hereinafter referred to as the “Listing Rules of the stock exchange”), including but not limited to 30% of the controlled entities defined in the Listing Rules of the stock exchange and the holding subsidiaries of Fosun International (directly or indirectly) holding more than 10% (excluding the part held by Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) or its holding subsidiaries).
According to the prediction of the above year, the framework agreement on daily connected / connected transactions signed with Fosun International (hereinafter referred to as “the framework agreement signed this time”) will be submitted to the 68th Meeting (interim meeting) of the 8th board of directors of the company for review after being approved in advance by the independent non-executive director. 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 abstained from voting, and the remaining four directors of the board of directors (including four independent non-executive directors) participated in the voting and passed it unanimously.
The independent non-executive of the company has expressed independent opinions on the signing of the framework agreement.
(II) category and amount limit of this daily connected transaction
In addition to the related party transactions approved by the general meeting of shareholders, according to the actual business needs, the group in 2022
Unit: RMB 10000
Transaction category: upper limit amount in 2022
Purchase of raw materials or commodities from related parties
Selling raw materials or commodities to related parties
Providing labor services to related parties
Accepting labor services from related parties
Renting houses of related parties and receiving property services 8000
Rent houses and provide property services to related parties
2、 Introduction to related parties and relationships
Company name: Fosun International
Place of registration: Hong Kong, China
Chairman: Guo Guangchang
Main business: Fosun international is a global family consumption industry group driven by innovation. It focuses on health, happiness, abundance and intelligent manufacturing, and provides high-quality products and services to global family customers.
Financial data: audited by Ernst & Young (consolidated basis), as of December 31, 2021, the total assets of Fosun International were RMB 80637214 million, and the net assets attributable to the owners of the parent company were RMB 13106991 million; In 2021, Fosun international achieved an operating revenue of 161291180000 yuan and a net profit attributable to the owner of the parent company of 10089920000 yuan.
Affiliated relationship: since Fosun international and the company are controlled by Mr. Guo Guangchang, Fosun international constitutes an affiliated / connected party of the company in accordance with the Listing Rules of Shanghai Stock Exchange (hereinafter referred to as the Listing Rules of Shanghai Stock Exchange) and the Listing Rules of stock exchange.
3、 Main contents of the framework agreement
(I) lease framework agreement with Fosun International
1. Validity of the agreement: from January 1, 2022 to December 31, 2022.
2. Contract bound Party:
(1) Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) and / or its holding subsidiaries / units
(2) Fosun international and / or its contacts
3. Main transactions: house rental and related property services
4. Pricing basis:
(1) Shall be based on the respective interests of the relevant lessor and lessee;
(2) The rent and property management service fee (including other miscellaneous fees related to house leasing) of other similar or comparable houses and / or commercial properties leased / leased from a third party shall be based on the current market conditions;
(3) If there is no similar or comparable house mentioned above as the reference basis, the rent, market rent ratio and property management fee of other houses and / or commercial properties of the same level in the same area shall be referred to.
5. Annual cap:
Subject to the relevant laws and regulations of China and Hong Kong and the Listing Rules of the exchange, both parties agree that in the relevant financial year (or relevant period) within the term of this framework agreement, both parties shall implement the annual upper limit of transaction amount set and considered by their respective board of directors or general meeting of shareholders (if applicable).
(II) framework agreement on mutual supply of products and services with Fosun International
1. Validity of the agreement: from January 1, 2022 to December 31, 2022.
2. Contract bound Party:
(1) Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) and / or its holding subsidiaries / units
(2) Fosun international and / or its contacts
3. Major transactions:
(1) The products provided by the group mainly include medical products such as medicine, diagnosis and medical devices. (2) The services provided by the group mainly include:
① Medical services;
② Physical examination services such as health examination and health risk assessment and other related services;
③ Diagnostic testing services;
④ Pharmaceutical industry consulting services;
⑤ Consultation, import and export agency and related services related to the supplied epidemic prevention and control materials.
(3) The products provided by Fosun international and / or its contacts mainly include:
① Customized products, such as food and drinks, gifts and software;
② Other products, such as daily necessities, food and drinks, cultural and creative products, etc;
3. Non medical epidemic prevention materials and other related products related to New Coronavirus epidemic prevention and control.
(4) The services provided by Fosun international and / or its contacts mainly include:
① Conference services and it technical support services;
② Insurance services and insurance brokerage services;
③ Training services;
④ Business travel services;
⑤ Business development and other consulting services;
⑥ Logistics and freight forwarding services.
4. Pricing basis:
(1) The pricing of medical products such as medicine, diagnosis and medical devices provided by the group shall be determined after fair negotiation in accordance with the general commercial terms, with main reference to:
① The nature, specification and quantity of relevant products;
② The price approved by the local legal pricing authority;
③ The market price of the product (or the same type of product in the market).
(2) Services provided by the group:
① The pricing of medical services, physical examination services such as health examination and health risk assessment, as well as other related services, diagnostic testing services and consulting services in the pharmaceutical industry shall be determined after fair negotiation in accordance with the general commercial terms, with main reference to:
(a) The nature of medical services and related consulting services in the pharmaceutical industry;
(b) The rules and regulations on market regulated prices issued by relevant competent authorities on China’s non-public medical institutions, as well as the applicable medical codes and the prevailing pricing system in the industry (if applicable);
(c) The charging standards of relevant third-party providers providing consulting services in the same type or similar pharmaceutical industry; (d) Market supply and demand and brand positioning.
② For consultation, import and export agency and related services related to the supply of epidemic prevention and control materials, the pricing shall be determined after fair negotiation in accordance with the general commercial terms, with main reference to:
(a) The nature of relevant prevention and control materials requiring import and export agency services;
(b) The price of the same type of third-party service provider in the market.
(3) Purchase product transactions:
① As for customized products, the pricing shall be determined after fair negotiation in accordance with the general commercial terms, with main reference to:
(a) The nature, quantity and customization requirements of relevant products;
(b) Refer to the market price of similar products (if the relevant products can be supplied by a third party in the market), and not inferior to the price and terms provided by Fosun international and / or its contacts to its customers for similar transactions.
② For other products, the pricing shall be determined after fair negotiation in accordance with the general commercial terms, and mainly with reference to:
(a) The nature and quantity of relevant products;
(b) At least 2 quotations from independent third-party suppliers, the market price of similar products, and not inferior to the prices and terms provided by Fosun international and / or its contacts to its independent third-party customers.
(3) the pricing of non medical anti epidemic materials and other related products related to the prevention and control of New Coronavirus’s disease should be determined according to general commercial terms after fair consultation.
(a) Type, nature, quantity and sales region of relevant products;
(b) At least 2 quotations from independent third-party suppliers, the market price of similar products, and not inferior to Fosun international and / or its contacts to provide similar epidemic prevention materials to its independent third-party customers
