1. Healthcare

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announcement.
上 海 復 星 醫 藥（ 集 團 ）股 份 有 限 公 司
Shanghai Fosun Pharmaceutical (Group) Co., Ltd.*
(a joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 02196)
OVERSEAS REGULATORY ANNOUNCEMENT
CLARIFICATION OF NEWS
This announcement is made by Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* (the ‘‘Company’’,
together with its subsidiaries, the ‘‘Group’’) pursuant to Rule 13.09(2) of the Rules Governing the
Listing of Securities on The Stock Exchange of Hong Kong Limited.
On 30 January 2015, the Company received a letter of enquiry (the ‘‘Enquiry Letter’’) from the
Shanghai Stock Exchange (the ‘‘SSE’’), stating that the SSE noted from recent media coverage (the
‘‘News’’) which reported, inter alia, the Company and Wenzhou Hospital of Traditional Chinese
Medicine* (溫州市中醫院) (‘‘Wenzhou TCM Hospital’’) had entered into a cooperation framework
agreement with a plan to jointly establish a geriatrics hospital in Wenzhou. In accordance with the
requests as stated in the Enquiry Letter and the relevant requirements under the Rules Governing the
Listing of Stocks on the SSE, to the best of knowledge and information of the directors of the
Company (the ‘‘Directors’’) and having made all reasonable enquiries, the Company wishes to make
the following clarification in respect of the above News:
On 20 January 2015, Shanghai Yicheng Hospital Investment Management Company Limited* (上海醫
誠醫院投資管理有限公司) (‘‘Shanghai Yicheng’’), a wholly-owned subsidiary of the Company,
entered into a cooperation framework agreement (the ‘‘Framework Agreement’’) with Wenzhou TCM
Hospital, pursuant to which it was proposed that:
1.
the parties shall jointly establish a hospital, tentatively named as Wenzhou Geriatrics Hospital* (溫
州老年病醫院 #) (‘‘Geriatrics Hospital’’), specializing in treatment of new chronic diseases and
geriatric diseases. Upon execution of the Framework Agreement, the parties shall immediately
commence due diligence and at the same time formulate the development plan of Geriatrics
Hospital, thereby realizing the positioning and objectives of Geriatrics Hospital;
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2.
upon approval by the government of Wenzhou City, Wenzhou TCM Hospital shall apply for the
establishment of a company, tentatively named as Wenzhou Geriatrics Hospital Company Limited*
(溫州市老年病醫院有限公司#) (‘‘Geriatrics Hospital Company’’) and shall jointly establish
Geriatrics Hospital with the contributions from Shanghai Yicheng;
3.
with respect to the scope of cooperation, Wenzhou TCM Hospital shall transfer to Geriatrics
Hospital all of its clinical departments and businesses originally operated in Daishimen Main
Hospital, including the out-patient clinic department, nephrology department, oncology department,
blood purification center and acupuncture and massage department;
4.
Wenzhou TCM Hospital shall make contributions by fixed assets, including land, buildings and
equipment, beneficially owned by Daishimen Main Hospital, and Shanghai Yicheng shall make
contributions in cash. Upon their respective contributions, Shanghai Yicheng shall become the
controlling shareholder of Geriatrics Hospital Company. The actual shareholding proportion of the
parties in Geriatrics Hospital Company shall be determined in accordance with the valuation of
assets of Wenzhou TCM Hospital;
5.
Geriatrics Hospital Company shall establish its shareholders’ meeting and directors’ meeting and
appoint its supervisors. The board of directors of Geriatrics Hospital Company shall implement a
‘‘general manager accountability system’’ (總經理負責制) under its leadership. The arrangements
in relation to the board of directors and management of Geriatrics Hospital Company shall be as
follows:
(a) the board of directors shall consist of five members, two of which shall be appointed by
Wenzhou TCM Hospital and three of which shall be appointed by Shanghai Yicheng, where
the chairman of the board shall be appointed by Shanghai Yicheng. The parties shall
formulate the articles of association of Geriatrics Hospital Company in accordance with the
Companies Law of the People’s Republic of China (the ‘‘PRC’’) to clearly stipulate
mechanisms including the review, decision-making and voting mechanisms;
(b) the management team, led by the president (院長), shall be responsible for the daily operation
of Geriatrics Hospital and such management team shall be appointed by the board of directors
of Geriatrics Hospital Company;
(c) Geriatrics Hospital Company shall have two supervisors appointed by Shanghai Yicheng and
Wenzhou TCM Hospital, respectively;
(d) Geriatrics Hospital Company shall have a general manager recommended by Wenzhou TCM
Hospital and appointed by the board of directors of the Geriatrics Hospital Company;
(e) Geriatrics Hospital Company shall have a financial controller appointed by Shanghai Yicheng;
(f) Geriatrics Hospital shall have a president appointed by the board of directors of Geriatrics
Hospital Company whose term of appointment shall be three years (subject to reappointment). The first president shall be nominated by Wenzhou TCM Hospital and
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appointed by the board of directors of Geriatrics Hospital Company. Upon the expiry of initial
term, the president could either be nominated by Wenzhou TCM Hospital or selected in the
community;
6.
Geriatrics Hospital Company, upon its establishment, shall apply to establish a for-profit healthcare
institution (i.e., Geriatrics Hospital) with a designated bed capacity of 500 beds;
7.
the Framework Agreement serves as a framework documentation setting out the conditions and
basis for the parties’ cooperation in the next stage, and does not constitute a firm cooperation
commitment. All matters in relation to the cooperation under the Framework Agreement (the
‘‘Proposed Cooperation’’) and are subject to the definitive capital contribution or asset transfer
agreement to be entered into by the parties and the terms thereunder; and
8.
during the period from the date of the Framework Agreement until 30 June 2015, each party has
undertaken not to negotiate, commit or enter into any document with any third party in respect of
the Proposed Cooperation under the Framework Agreement.
Wenzhou TCM Hospital is a tier-three class A traditional Chinese medicine (‘‘TCM’’) hospital in the
PRC. It has currently four hospitals, namely Dashimen Main Hospital, Jingshan Hospital, Shuixin
Hospital and the new Liuhongqiao Hospital which is under construction, and has a designated bed
capacity of 880 beds. Wenzhou TCM Hospital has operated 18 tier-one departments and 20 wards, and
is a regional leading hospital in integrated Chinese and Western medical treatment as well as
specialized areas including nephropathy, hepatopathy, gastroenteropathy, respiration, oncosis,
cardiovascular, rehabilitation, mastopathy, infertility, threatened abortion, pelvic inflammation, fibroid,
cervical and lumbar disc herniation, osteoarthritis, replantation of severed limb, male disease,
osteomyelitis, vasculitis, anorectal diseases and lithiasis. Wenzhou TCM Hospital has strong regionalradioactive disciplines and specialties, including four national-level key specialties in the Department of
TCM Gynecology, the Department of Nephropathy, the Department of Rehabilitation and the
Department of Neurology; four provincial-level key TCM disciplines (specialties) in the Department of
TCM Gynecology, the Department of Nephropathy, the Department of Geriatric Rehabilitation
(combined TCM and western medicine) and the Department of Hepatopathy; two municipal-level key
curriculum in the geriatrics and rehabilitation medicine; six municipal-level key disciplines in the
Department of Cardiovascular, the Department of Rehabilitation, the Department of Orthopedics, the
Department of Mastopathy (combined TCM and western medicine), the Department of Digestion
(combined TCM and western medicine) and the Department of Oncology (combined TCM and western
medicine); and three hospital-level key disciplines in the Department of Acupuncture and Massage, the
Department of Medical Examination and the Department of Respiration, and thereby maintaining its
leading position in the regional development of TCM. In 2008, Wenzhou TCM Hospital became an
affiliated hospital to Zhejiang Chinese Medical University* (浙江中醫藥大學).
Currently, healthcare services in mainland China are primarily provided by public healthcare
institutions. The state and local governments have recently issued policies with an aim to encourage
and unleash the full potential of non-public hospitals and the advantages of public hospitals, to explore
the development of the healthcare institutions with diversified ownership and to promote the operation
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of non-public hospitals, and thereby promoting the reform of the public hospitals, enhancing the
resources of the healthcare services, improving the quality of the healthcare services, and accelerating
the formation of orderly competition in the healthcare services segment in the PRC.
The Group has formed a foundation for its healthcare services business segment in the PRC. It is
expected that the implementation of diversified ownership in the healthcare services segment is
conducive to the positive collaboration between the advantages of the hospitals funded and operated by
non-public resources and the resources of the public hospitals, which can benefit more patients.
The Proposed Cooperation contemplated under the Framework Agreement is one of the initiatives for
the Group to explore the opportunities in establishing a hospital with diversified ownership, which can
further improve the regional deployment and the development of the healthcare service business of the
Group.
Shareholders and potential investors should note that the detailed arrangements in relation to the
Proposed Cooperation will be determined by Shanghai Yicheng and Wenzhou TCM Hospital
upon further negotiation and subject to the definitive capital contribution or asset transfer
agreement to be entered into by the parties and the terms thereunder, and there is no assurance
that the Proposed Cooperation will proceed. Shareholders and potential investors are reminded to
exercise caution when dealing in the securities of the Company.
The Framework Agreement and the Proposed Cooperation contemplated thereunder do not constitute
notifiable transactions nor connected transactions of the Company under the Rules Governing the
Listing of the Securities on The Stock Exchange of Hong Kong Limited.
By order of the Board
Shanghai Fosun Pharmaceutical (Group) Co., Ltd.*
Chen Qiyu
Chairman
Shanghai, PRC
30 January 2015
As at the date of this announcement, the executive Directors are Mr. Chen Qiyu and Mr. Yao Fang; the non-executive
Directors are Mr. Guo Guangchang, Mr. Wang Qunbin, Mr. Wang Pinliang, Ms. Kang Lan and Mr. John Changzheng Ma;
and the independent non-executive Directors are Mr. Han Jiong, Dr. Zhang Weijiong, Mr. Li Man-kiu Adrian David and
Mr. Cao Huimin.
*
#
for identification purposes only
the names of the institution/entity are subject to registration with the competent authorities in the PRC
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