FOSUN PHARMA - Announcement on the transfer of partnership shares and the progress of the private equity investment funds in which the partnership participated in the investment
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Shanghai Fosun Pharmaceutical (Group) Co., Ltd.
Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* (a joint stock limited company incorporated in the People's Republic of China)
(Stock code: 02196)
Overseas regulatory announcement
This announcement is made in accordance with Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
This is to set forth the "About
Announcement on the Transfer of Partnership Shares and the Progress of the Private Equity Investment Fund in which the Partnership Participated in Investment" is for reference only.
By order of the board of directors Shanghai Fosun Pharmaceutical (Group) Co., Ltd. Chairman
Chen Yuqing
China, Shanghai
June 29, 2026
As at the date of this announcement, the executive directors of the Company are Mr. Chen Yuqing, Ms. Guan Xiaohui, Mr. Wen Deyong, Mr. Wang Kexin and Mr. Liu Yi; the Company The non-executive directors of the company are Mr. Chen Qiyu and Mr. Pan Donghui; the independent non-executive directors of the company are Mr. Yu Zishan, Mr. Wang Quandi, and Mr. Chen Mr. Penghui and Mr. Yang Yucheng; and the employee director of the Company is Ms. Yan Jia.
*For identification only
Securities code: 600196 Securities abbreviation: Fosun Pharma Announcement number: Lin 2026-092
Shanghai Shanghai Fufu Xingxing Medical and Pharmaceutical ((Group)) Co., Ltd.
Regarding the transfer and transfer of business shares of a partnership
and the progress of the private equity investment funds in which the partnership participated in the investment.
's announcement
The Board of Directors of the Company and all directors hereby certify that the contents of this announcement do not contain any false records or misleading statements.
The statements may contain many omissions or omissions, and we shall be legally responsible for the truthfulness, accuracy and completeness of its contents. .
Important content reminders
●Overview:
The Company and its holding subsidiary Fosun Pingyao intend to transfer the subscribed shares to Shanghai Rehabilitation Company respectively according to the paid amount.
The transfer prices for Jinan Rehabilitation Partnership shares of 7 million yuan and 1 million yuan are 1.05 million yuan and 150,000 yuan respectively (i.e. "This transfer"); in addition, another investor of Jinan Rehabilitation, Xingyao Fumei (not an investment participant of the Group)
It plans to transfer the 850,000 that it has subscribed but not actually paid to Xingyao Fuxin, which is controlled by its same actual controller, at zero consideration.
Yuan Jinan Rehabilitation Partnership Share.
After the completion of this transfer, the Group will no longer directly hold the partnership shares of Jinan Fujian, and Jinan Fujian will
Jinan Fund, which is the GP, will be converted from a consolidated subsidiary of the Group into an associated company. ●Since the directors of the company are also directors of the transferee Shanghai Rehabilitation (a joint venture of the company), based on
According to the Listing Rules of the Shanghai Stock Exchange, Shanghai Rehabilitation Hospital constitutes a related party of the Company, and this transfer constitutes a
Related party transactions. However, according to the company's "Related Transaction Management System", this transfer does not need to be submitted to the company's directors.
meeting and shareholders’ meeting for approval.
●The progress of the invested private equity funds involved in this transfer:
Name of private equity fund involved Jinan Fund Amount of investment of the Group (10,000 yuan) 15,500
Completion Termination Change of transaction elements Progress stage √ Progress (after the completion of this transfer, the fund will be consolidated by the Group and report that the subsidiary is converted into an associated company)
- This transfer and transfer and the progress of the invested private equity funds involved
On June 29, 2026, the Company, its holding subsidiary Fosun Pingyao and Shanghai Rehabilitation signed a "Transfer Agreement"
"Agreement" (i.e., the "Transfer"), the Company and Fosun Pingyao intend to transfer to Shanghai Rehabilitation respectively based on the paid amount.
The subscribed Jinan Rehabilitation Partnership shares of RMB 7 million and RMB 1 million are transferred at prices of RMB 1.05 million and RMB 15 respectively.
million; in addition, on the same day, another investor of Jinan Rehabilitation, Xingyao Fumei (not an investment participant of the Group), and It signed a transfer agreement with Xingyao Fuxin controlled by the same actual controller. Xingyao Fuxin plans to pay zero to Xingyao Fuxin.
The company transferred its subscribed but not paid-in share of Jinan Rehabilitation Partnership of RMB 850,000 at a reasonable price. Accordingly, Jinan Rehabilitation’s new investments
The investors (i.e., Shanghai Fujian, Xingyao Fuxin, the same below) and the surviving investors (i.e., Jinan Finance Science and Technology, Xingyao Fuxin
United States) also signed the "Joining Agreement" on the same day, agreeing that new investors Shanghai Fujian and Xingyao Fuxin will serve as GP and Xingyao Fuxin respectively.
LP receives the corresponding partnership share of the aforementioned target partnership.
After the completion of this transfer, the Group will no longer directly hold the partnership shares of Jinan Fujian, and Jinan Fujian will
Jinan Fund, which is the GP, will be converted from a consolidated subsidiary of the Group into an associated company.
Since the directors of the company are also directors of the transferee Shanghai Rehabilitation (which is a joint venture of the company), according to
According to the Listing Rules of the Shanghai Stock Exchange, Shanghai Rehabilitation Hospital constitutes a related party of the Company, and this transfer constitutes a related party of the Company. linked transactions.
In the past 12 months up to this transfer, (1) except for related party transactions that have been disclosed individually or cumulatively
In addition, the related transactions between the Group and the same related party are related to the types of transactions between different related parties.
None of the related transactions reached the absolute value of the group’s latest audited net assets attributable to shareholders of listed companies.
0.5%, (2) Unless approved by the shareholders' meeting and individually or cumulatively exempted from the shareholders' meeting approval according to relevant rules
In addition to related-party transactions, the Group’s related-party transactions with the same related party and transactions with different related parties
None of the related-party transactions related to the transaction category reached the Group’s latest audited net profit attributable to shareholders of listed companies.
5% of the absolute value of the asset. In summary, according to the company's "Related Transaction Management System", no filing is required for this transfer. Approved by the company's board of directors and shareholders' meeting.
The basic situation of the subject partnership and the subject fund
The standard partnership enterprise
Jinan Rehabilitation was established in November 2023, registered in Jinan City, Shandong Province, with a unified social credit code
for 91370104MAD5E060XC. As of the date of this announcement (i.e. June 29, 2026, the same below), Jinan
The subscribed property share of Rehabilitation is 10 million yuan, and the paid-in share is 1.5 million yuan. The executive partner
For Fosun Pingyao. The business scope of Jinan Rehabilitation includes investment activities with its own funds; corporate management; information consulting services (excluding licensing information consulting services).
According to Jinan Rehabilitation’s management statements (single-level, unaudited), as of December 31, 2025
On that date, its total assets are 1.5 million yuan, net assets are 1.5 million yuan, and total liabilities are 0 yuan; in 2025, its total assets are 1.5 million yuan, and its total liabilities are 0 yuan.
Achieve operating income of 0 yuan and net profit of 0 yuan.
According to Jinan Rehabilitation’s management statements (single-level, unaudited), as of March 31, 2026
On that date, its total assets were 1.5 million yuan, net assets were 1.5 million yuan, and total liabilities were 0 yuan; 1-3 2026
In March, it achieved operating income of 0 yuan and net profit of 0 yuan.
Before and after this development (including this transfer), the subscription status of each partner of Jinan Rehabilitation is as follows:
Unit: 10,000 yuan Closely following the progress of this time. Closely following the progress of this time ((estimated))
Name of investor Amount of subscription and contribution Amount of share Amount of contribution actually paid Amount of contribution subscribed and share Amount of contribution //Share share ratio //Share share ratio //Share share ratio
Fosun Pingyao 100 10.00% 15 - - Fosun Pharma 700 70.00% 105 - -
Shanghai Rehabilitation - - - 800 80.00% Jinan Finance Technology Innovation 100 10.00% 15 100 10.00%
Xingyao Fumei 100 10.00% 15 15 1.50% Xingyao Fuxin - - - 85 8.50%
Total total 11,,000000 110000..0000%% 115500 11,000000 110000..0000%%
- Standard funds
On December 13, 2023, including the company’s holding subsidiaries/enterprises Jinan Rehabilitation and Ningbo Fuying
The five investors signed a "Partnership Agreement" to jointly contribute to the establishment of Jinan Fund. The fund raises funds
500 million yuan, mainly investing in life sciences and its upstream and downstream industrial chains centered in Shandong Province.
Early and mid-stage innovative enterprises. On March 12, 2024, the fund completed the private equity investment fund transaction at the China Fund Management Association.
Gold filing. For details on the fund’s fundraising and past investor changes, please see the Company’s December 2023
14, March 14, 2024, October 11, 2024, and January 15, 2026 in the "China Securities
Newspaper", "Shanghai Securities News", "Securities Times" and the Shanghai Stock Exchange website (https://www.sse.com.cn)
Related announcements issued.
As of the date of this announcement, the subscription status of each investor in Jinan Fund is as follows:
Unit: 10,000 yuan Name of investor Amount of subscription/share Share share ratio
Jinan Rehabilitation 500 1%
Ningbo Fuying 15,000 30% Jicai Biotech 14,500 29%
Huaiyin Guofong Fund 5,000 10% Medical and Medical Guidance Fund 15,000 30%
Total total 5500,,000000 110000%%
The basic situation of the transferee
Shanghai Haifu Rehabilitation Hospital
Shanghai Rehabilitation was established in September 2019, registered in Shanghai, and its unified social credit code is
91310000MA1FL6W23C, the chairman is Guan Xiaohui. Shanghai Rehabilitation’s business scope includes equity investment management,
Investment management, investment consulting. As of the date of this announcement, the registered capital of Shanghai Fujian is RMB 50 million. The Company, Fosun High-tech,
Li Fan and Guan Xiaohui hold 45.00%, 29.00%, 25.90% and 0.10% of its equity respectively.
Audited by Lixin Accounting Firm (Special General Partnership) (on a consolidated basis), as of December 2025
As of March 31, Shanghai Rehabilitation’s total assets were 71.34 million yuan and owners’ equity was 33.38 million yuan; in 2025,
It achieved operating income of 78.09 million yuan and net profit of -8.07 million yuan.
As the directors of the Company concurrently serve as directors of Shanghai Rehabilitation (a joint venture of the Company), Shanghai Rehabilitation Structure
Related parties of the cost company.
- Xingxing Yaoyao Fu Xinxin
Xingyao Fuxin was established in November 2021. The registered place is Shanghai, and the unified social credit code is
91330206MA7C7N7W85, the executive partner is Wang Yao. The business scope of Xingyao Fuxin is enterprise management.
As of the date of this announcement, Xingyao Fuxin’s subscribed property share is 850,000 yuan; among which, Wang Yao is
GP subscribes for 59.40% of its partnership shares, and Zhou Zhibo and Song Hao, as LPs, subscribe for 20.30% of their partnership shares respectively
share; Wang Yao is its actual controller. According to Xingyao Fuxin’s management statement (single-level, unaudited), as of December 31, 2025
On that day, its total assets were 430,000 yuan and owners’ equity was 420,000 yuan; in 2025, its operating income was 0
yuan, net profit -30,000 yuan.
The main contents of the "Assignment Agreement"
Transfer of partnership shares
Shanghai Rehabilitation invested RMB 1.05 million and RMB 150,000 respectively and received the financial aid subscribed by the Company and Fosun Pingyao respectively.
The partnership share of Nanfuguan is 7 million yuan (of which 1.05 million yuan has been paid in), 1 million yuan (of which 150,000 yuan has been paid in
Yuan) and its accompanying rights and obligations. The transfer will be completed upon completion of industrial and commercial change registration; from the date of delivery, Shanghai Rehabilitation will become Jinan
Rehabilitated partners shall enjoy or bear the rights and obligations corresponding to such partnership shares.
Shanghai Rehabilitation shall pay the transfer consideration within 5 working days after the signing of this agreement.
The "Transfer Agreement" will take effect from June 29, 2026.
Prepare documents for future reference
"Transfer Agreement"
"Joining Agreement"
Sixty-six, interpretation of meaning
GP means general partner
LP means limited partner
This progress refers to (1) this transfer, and (2) Jinan Rehabilitation’s other LP Xingyao Fu
The United States plans to pay zero consideration to Xingyao Fuxin, which is controlled by the same actual controller.
Transferring the 850,000 yuan Jinan Rehabilitation Partnership share that has been subscribed but not actually paid
The Company and Fosun Pingyao plan to transfer the paid amount to Shanghai Rehabilitation Hospital respectively. This transfer refers to Let the 7 million yuan and 1 million yuan subscribed shares of Jinan Rehabilitation Partnership be
The Company and Fosun Pharma refer to Shanghai Fosun Pharma (Group) Co., Ltd.
The Group refers to the Company and its holding subsidiaries/units
Fosun High-tech refers to Shanghai Fosun High-tech (Group) Co., Ltd.
Fosun Pingyao refers to Shanghai Fosun Pingyao Investment Management Co., Ltd.
Huaiyin Guorong Fund refers to Jinan Huaiyin District Guorong Investment Fund Partnership (Limited Partnership) Jicai Bio refers to Jinan Caijin Biopharmaceutical Industry Investment Co., Ltd.
Jinan Caijin Science and Technology Innovation refers to Jinan Caijin Science and Technology Innovation Investment Co., Ltd.
Jinan Rehabilitation, Refers to Jinan Rehabilitation Star Future Medical Investment Management Partnership (Limited Partnership) subject partnership
Jinan Fund and Target Fund refer to Jinan Star Future Venture Capital Fund Partnership (Limited Partnership)
Jinan International Medical Center Medical Development Guidance Fund Partnership (Limited Partnership) Medical Medical Guidance Fund refers to Guy)
Ningbo Fuying refers to Ningbo Fuying Investment Co., Ltd.
Shanghai Rehabilitation refers to Shanghai Rehabilitation Equity Investment Fund Management Co., Ltd.
"Listing Rules" of Shanghai Stock Exchange refers to "Stock Listing Rules of Shanghai Stock Exchange"
Yuan and ten thousand yuan refer to RMB and ten thousand yuan unless otherwise specified.
Xingyao Fumei refers to Shanghai Xingyao Fumei Enterprise Management Partnership (Limited Partnership) Xingyao Fuxin refers to Shanghai Xingyao Fuxin Enterprise Management Partnership (Limited Partnership)
China Asset Management Association refers to China Asset Management Association
"Jinan Star Future Entrepreneurship" signed on December 13, 2023
"Partnership Agreement" refers to the Investment Fund Partnership (Limited Partnership) Limited Partnership Agreement and thereafter
Continuation of Supplement/Amendment Agreement
"Partnership Agreement" refers to June 29, 2026, the new investor of the subject partnership (i.e. the above
Haifujian, Xingyao Fuxin) and existing investors (i.e. Jinan Finance Science and Technology,
"Jinan Fjianxing Future Medical Investment Management" jointly signed by Xingyao Fumei
Partnership Agreement (Limited Partnership) Entry Agreement
On June 29, 2026, the Company and Fosun Pingyao entered into separate "Transfer Agreement" means "Partnership Property Share Transfer Agreement" signed by Jian
Announcement is hereby made.
Shanghai Fosun Pharmaceutical (Group) Co., Ltd.
board of directors
June 29, 2026