Securities code: Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) stock abbreviation: Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) No.: Lin 2022051 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 foreign investment and related party 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:
● investment target: Fosun Kate's newly increased registered capital is 7.5 million US dollars
● investment amount: equivalent to USD 7.5 million
● this investment does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies
● since the senior management of the company concurrently serves as the director of Fosun Kate (a joint venture of the group), according to the Listing Rules of Shanghai Stock Exchange, Fosun Kate constitutes a related party of the company and this investment constitutes a related party transaction.
1、 Transaction overview
On April 1, 2022, the holding subsidiary Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) industry and kit Pharma signed the amendment to the joint venture contract (x). Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) industry and kit Pharma planned to increase their capital according to their respective shareholding ratio of Fosun Kate (hereinafter referred to as "this capital increase"), Of which: Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) industry plans to subscribe for Fosun Kate's newly increased registered capital of 7.5 million US dollars in cash equivalent to 7.5 million US dollars (hereinafter referred to as "this investment"), and kitepharma plans to subscribe for Fosun Kate's newly increased registered capital of 7.5 million US dollars in cash equivalent to 7.5 million US dollars.
After the capital increase, the registered capital of Fosun Kate will increase from US $164 million to US $179 million. Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) industry will still hold 50% equity of Fosun Kate, and Fosun Kate will still be a joint venture of the group.
Fosun Kate is mainly engaged in the R & D, production and commercialization of tumor immune cell therapy products. The capital increase will be mainly used for the commercialization of Fosun Kate products and investment in R & D pipelines.
Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) industry will pay the consideration of this investment with self raised funds.
As the senior management of the company concurrently serves as the director of Fosun Kate (a joint venture of the group), according to the Listing Rules of Shanghai Stock Exchange, Fosun Kate constitutes a related party of the company and this investment constitutes a related party transaction. This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies. This connected transaction was submitted to the 68th Meeting (interim meeting) of the 8th board of directors of the company for deliberation after being approved in advance by the independent non-executive director. When the board of Directors voted on relevant proposals, Mr. Wu Yifang, a related director, avoided voting, and the remaining 10 directors of the board of directors (including 4 independent non-executive directors) participated in the voting and passed it unanimously. Ms. Li Ling, Mr. Tang Guliang, Mr. Wang Quandi and Mr. Yu Zishan, independent non-executive directors of the company, expressed independent opinions on this connected transaction.
This connected transaction does not need to be submitted to the general meeting of shareholders of the company for approval.
As of this connected transaction, except for the connected transactions that have been approved by the general meeting of shareholders and can be exempted from the approval of the general meeting of shareholders individually or cumulatively according to relevant rules, the connected transactions between the group and Fosun Kate have not reached 5% of the absolute value of the net assets of the group attributable to the shareholders of the listed company in the latest audit in the past 12 months The related party transactions related to the transaction types between the group and different related parties have not reached 5% of the absolute value of the net assets of the group attributable to the shareholders of the listed company in the latest audit.
2、 Basic information of related parties
Fosun Kate was founded in April 2017, registered in Shanghai pilot Free Trade Zone, and its legal representative is Mr. Huang Hai. Fosun Kate's business scope covers technology development, technology transfer, technical consultation, technical services and technical achievement transfer in the fields of biotechnology and medical science and Technology (except diagnosis and treatment, treatment, psychological counseling, human stem cells, gene diagnosis and treatment technology development and application); Drug production; Import and export, wholesale and commission agency of chemical products (except hazardous chemicals, MCCs, fireworks and firecrackers, civil explosives and precursor chemicals), instruments and meters, machinery and equipment (except auction), investment consulting (except finance and securities) [for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments]. As of the date of this announcement, the registered capital of Fosun Kate is US $164 million, of which Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) industry and kite Pharma hold 50% equity of Fosun Kate respectively. In June 2021, yikaida (akilunsai injection) of Fosun Kate was approved to be listed in China (excluding Hong Kong, Macao and Taiwan, the same below), becoming the first car-t cell treatment product approved to be listed in China, which is used to treat adult patients with recurrent or refractory large B-cell lymphoma after receiving second-line or above systematic treatment; Its second indication (for the treatment of relapsed or refractory inert non-Hodgkin's lymphoma after second-line or more systematic treatment) has been approved and included in the breakthrough treatment drug program. In March 2022, Fosun Kate's second product fkc889 (CD19 target autologous cart cell therapy product) was approved for clinical trial for the treatment of adult patients with recurrent or refractory mantle cell lymphoma (R / rmcl) after receiving second-line or above treatment, and will enter the clinical research stage in China when the conditions are met.
According to the management statement of Fosun Kate (Unaudited), as of December 31, 2021, the total assets of Fosun Kate were RMB 101602 million, the owner's equity was RMB 425.67 million, and the total liabilities were RMB 59.035 million; In 2021, Fosun Kate achieved an operating revenue of 43.9 million yuan and a net profit of - 401.33 million yuan.
As the senior management of the company concurrently serves as the director of Fosun Kate (a joint venture of the group), Fosun Kate constitutes a related party of the company in accordance with the Listing Rules of Shanghai Stock Exchange.
3、 Main contents of the amendment to the joint venture contract (x)
1. Registered capital and subscription
Fosun Kate's registered capital increased from US $164 million to US $179 million. Of which: Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) industry and kite Pharma respectively subscribed the registered capital of Fosun Kate of USD 89.5 million (including the amount subscribed in this capital increase), and each held 50% equity of Fosun Kate.
2. Investment arrangement for this capital increase
Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) industry contributed RMB cash equivalent to 7.5 million US dollars and subscribed Fosun Kate's newly increased registered capital of 7.5 million US dollars.
Within 10 business days after the amendment comes into force and the establishment of the foreign exchange capital account is completed, RMB cash equivalent to US $7.5 million shall be paid at one time, and the exchange rate shall be converted according to the middle rate between US dollars and RMB published by the people's Bank of China on the date of actual capital contribution.
Kite Pharma contributed US $7.5 million in cash to subscribe for the new registered capital of Fosun Kate of US $7.5 million, and paid US $7.5 million in cash in one time within 10 business days from the date when this amendment came into force and the establishment of the foreign exchange capital account was completed.
3. Other
Relevant matters not agreed in this amendment shall still be subject to the provisions of the Sino foreign cooperative operation contract; In case of any inconsistency between any agreement in this amendment and the Sino foreign cooperative operation contract, this amendment shall prevail.
4. Take effect
This amendment shall come into force on the date when it is signed or sealed by both parties.
4、 Transaction purpose and impact
Fosun Kate is a joint venture of the group, which is mainly engaged in the R & D, production and commercialization of tumor immune cell therapy products. The capital increase will be mainly used for the commercialization of Fosun Kate products and investment in R & D pipelines.
After the capital increase, the holding subsidiary Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) industry will still hold 50% equity of Fosun Kate.
5、 Review procedures to be performed for this connected transaction
This connected transaction was submitted to the 68th Meeting (interim meeting) of the 8th board of directors of the company for deliberation after being approved in advance by the independent non-executive director. When the board of Directors voted on relevant proposals, Mr. Wu Yifang, a related director, avoided voting, and the remaining 10 directors of the board of directors (including 4 independent non-executive directors) participated in the voting and passed it unanimously. Ms. Li Ling, Mr. Tang Guliang, Mr. Wang Quandi and Mr. Yu Zishan, independent non-executive directors of the company, expressed independent opinions on this connected transaction.
This connected transaction does not need to be submitted to the general meeting of shareholders of the company for approval.
6、 Opinions of independent non-executive directors
The independent non-executive director of the company expressed the following independent opinions on this connected transaction: this investment complies with the company law of the people's Republic of China, the securities law of the people's Republic of China, the Listing Rules of Shanghai Stock Exchange and other relevant provisions, and the transaction pricing is fair and reasonable; The voting procedure of the board of directors is legal, and there is no situation that damages the interests of the company and its shareholders, especially the minority shareholders.
7、 Historical related party transactions
(I) in addition to this investment, the related party transactions between the group and Fosun Kate in the 12 months before the date of this announcement mainly include:
1. On June 11, 2021, the holding subsidiary Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) industry and kit Pharma signed the amendment to the Sino foreign cooperative operation contract (VII). Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) industry and kit Pharma plan to increase the capital of Fosun Kate according to their respective equity ratio of Fosun Kate, of which: Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) industry plans to subscribe for the newly increased registered capital of Fosun Kate in cash equivalent to US $5.5 million; After such capital increase, Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) industry still holds 50% equity of Fosun Kate. As of the date of this announcement, the industrial and commercial change registration of the capital increase has been completed.
2. On September 10, 2021, the holding subsidiary Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) industry and kit Pharma signed the amendment to the Sino foreign cooperative operation contract (VIII). Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) industry and kit Pharma plan to increase the capital of Fosun Kate according to their respective equity ratio of Fosun Kate, of which: Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) industry plans to subscribe for Fosun Kate's newly increased registered capital of 7.5 million US dollars in cash equivalent to 7.5 million US dollars; After such capital increase, Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) industry still holds 50% equity of Fosun Kate. As of the date of this announcement, the industrial and commercial change registration of the capital increase has been completed.
3. On January 4, 2022, the holding subsidiary Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) industry and kit Pharma signed the amendment to the Sino foreign cooperative operation contract (IX). Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) industry and kit Pharma plan to increase the capital of Fosun Kate according to their respective equity ratio of Fosun Kate, of which: Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) industry plans to subscribe for the newly increased registered capital of Fosun Kate with RMB cash equivalent to US $10 million; After such capital increase, Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) industry still holds 50% equity of Fosun Kate. As of the date of this announcement, the industrial and commercial change registration of the capital increase has been completed.
(II) from March 2021 to February 2022, the daily connected transactions between the group and Fosun Kate are as follows (Unaudited):
Transaction content and amount (unit: RMB 10000)
Providing labor services to related parties 492
Renting houses and providing property management services to related parties 981
(III) in addition to this investment and the aforementioned transactions with Fosun Kate, the transactions related to the transaction types conducted by the group with different related parties in the 12 months before the date of this announcement mainly include:
1. On April 26, 2021, the holding subsidiaries Foshan Chanyi and Fosun medical signed the "Foshan Chanxi equity and creditor's rights transfer contract" with the related party Shanghai Yuyuan Tourist Mart (Group) Co.Ltd(600655) and Foshan Chanyi and Fosun medical transferred 100% of the total equity of Foshan Chanxi held by them to Shanghai Yuyuan Tourist Mart (Group) Co.Ltd(600655) (or their designated holding subsidiaries) and the creditor's rights to Foshan Chanxi formed by shareholder loans as of December 31, 2020, The total transfer price is 550 million yuan, including 176112800 yuan for equity transfer and 373887200 yuan for creditor's rights transfer. Meanwhile, according to the agreement, Foshan Chanxi and Foshan Chanyi will continue to perform the property customization agreement. After the completion of this transfer, the group no longer holds the equity of Foshan Chanxi. As of the date of this announcement, the industrial and commercial change registration of the equity transfer has been completed.
2. On May 31, 2021, Foshan Chanyi, a holding subsidiary, signed a joint venture contract with Xingmai technology, a related party, to jointly establish Fosun Nanfeng. Among them, Foshan Chanyi and Xingmai technology plan to contribute RMB 2.5 million in cash and subscribe 50% of Fosun Nanfeng's registered capital. As of the date of this announcement, Fosun Nanfeng has completed industrial and commercial registration. 3. On June 9, 2021, the holding subsidiary Fosun Pharma USA signed a membership interest purchase agreement with the related party Fosun healthcare. Fosun Pharma USA plans to invest US $7.32 million to acquire 49% equity of Nova JV held by Fosun healthcare. As of the date of this announcement, the delivery of the investment has been completed.
4. On October 11, 2021, Fosun health, a holding subsidiary, signed a joint venture agreement with the related party Fufa real estate to jointly invest in the establishment of Suzhou Xingchen. Among them, Fosun health and Fosun real estate development plan to contribute RMB 35.7 million and RMB 34.3 million in cash respectively to subscribe 51% and 49% of the registered capital of Suzhou Xingchen. As of the date of this announcement, Suzhou Xingchen has completed industrial and commercial registration.
5. On October 26, 2021, the holding subsidiary
