Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the
contents of this announcement, make no representation as to it accuracy or completeness and expressly disclaim any
liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this
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)
CHANGE OF REGISTERED CAPITAL AND ARTICLES OF ASSOCIATION
References are made to the announcements of the Company dated 30 November 2016, 17 May 2017
and 24 May 2017 (the ‘‘Announcements’’), and the circular of the Company dated 19 April 2016 (the
‘‘Circular’’) and the poll results announcement dated 7 June 2016, in relation to, among other things,
the Placing under the General Mandate. The General Mandate was granted by the Shareholders to the
Board at the annual general meeting of the Company held on 7 June 2016. Unless otherwise specified,
capitalized terms used herein shall have the same meaning ascribed to them in the Announcements and
Circular.
Pursuant to the General Mandate and the results of the Placing, the Company is making corresponding
changes to its registered capital and its Articles of Association.
The registered capital of the Company has been changed from RMB2,414,474,545 to
RMB2,495,131,045, and the amended article 21 and article 24 of the Article of Association are set out
below:
Article 21
‘‘On 5 April 2012, with the approval of the China Securities Regulatory Commission Document No.
2012[444], the Company issued the overseas-listed foreign-invested shares (H shares) and obtained the
approval from SEHK. The H shares of the Company are listed on SEHK on 30 October 2012.
Upon the completion of the H share issuance (without exercising over-allotment option), the share
capital structure of the Company shall be: one billion nine hundred and four million three hundred and
ninety two thousand three hundred and sixty-four (1,904,392,364) shares of domestic-invested shares;
three hundred and thirty six million and seventy thousand (336,070,000) shares of overseas-listed
foreign invested shares.
–1–
As at 20 January 2014, upon the completion of issuance and registration of restricted shares under the
Restricted Share Incentive Scheme, the capital structure of the Company was: one billion nine hundred
and eight million and three hundred and twenty-seven thousand and three hundred and sixty-four
(1,908,327,364) shares of domestic shares and three hundred and thirty-six million and seventy
thousand (336,070,000) shares of overseas listed foreign shares.
As at 3 April 2014, upon the completion of placing and registration of new H Shares under the general
mandate, the capital structure of the Company was: one billion nine hundred and eight million and
three hundred twenty-seven thousand and three hundred sixty-four (1,908,327,364) shares of domestic
shares and four hundred and three million and two hundred and eighty-four thousand (403,284,000)
shares of overseas listed foreign shares.
As at 12 February 2015, upon the completion of the repurchase and cancellation of 231,000 restricted
A shares, the capital structure of the Company was: one billion nine hundred and eight million and
ninety-six thousand and three hundred sixty-four (1,908,096,364) shares of domestic shares and four
hundred and three million and two hundred and eighty-four thousand (403,284,000) shares of overseas
listed foreign shares.
As at 27 November 2015, upon the completion of issuance and registration of restricted A shares under
the Restricted Share Incentive Scheme II, the capital structure of the Company was: one billion nine
hundred and ten million and seven hundred ninety-one thousand and three hundred sixty-four
(1,910,791,364) shares of domestic shares and four hundred and three million two hundred and eightyfour thousand (403,284,000) shares of overseas listed foreign shares.
As at 8 November 2016, upon the completion of issuance and registration of the new A shares under
the Non-Public Issuance, the capital structure of the Company was: two billion and eleven million and
two hundred twenty-eight thousand and forty-five (2,011,228,045) shares of domestic shares and four
hundred and three million two hundred and eighty-four thousand (403,284,000) shares of overseas
listed foreign shares.
As at 24 February 2017, upon the completion of the repurchase and cancellation of 37,500 restricted A
shares, the capital structure of the Company was: two billion and eleven million and one hundred
ninety thousand five hundred and forty-five (2,011,190,545) shares of domestic shares and four
hundred and three million and two hundred and eighty-four thousand (403,284,000) shares of overseas
listed foreign shares.
As at 24 May 2017, upon the completion of placing and registration of new H shares under the
general mandate, the capital structure of the Company was: two billion and eleven million and one
hundred ninety thousand five hundred and forty-five (2,011,190,545) shares of domestic shares and
four hundred and eighty-three million and nine hundred and forty thousand and five hundred
(483,940,500) shares of overseas listed foreign shares.’’
–2–
Article 24
‘‘Before the issuance of H shares, the registered capital of the Company was Renminbi one billion nine
hundred and four million three hundred and ninety two thousand three hundred and sixty four Yuan
(1,904,392,364). Upon completion of the issuance of H shares (without exercising over-allotment
option), the registered capital of the Company increases to Renminbi two billion two hundred and forty
million four hundred and sixty-two thousand three hundred and sixty-four (2,240,462,364) Yuan.
As at 20 January 2014, upon the completion of issuance and registration of restricted shares under the
Restricted Share Incentive Scheme, the registered capital of the Company increases to Renminbi two
billion and two hundred forty-four million and three hundred and ninety-seven thousand and three
hundred and sixty-four (2,244,397,364) Yuan.
As at 3 April 2014, upon the completion of placing and registration of new H shares under the general
mandate, the registered capital of the Company increases to Renminbi two billion three hundred and
eleven million and six hundred and eleven thousand and three hundred and sixty-four (2,311,611,364)
Yuan.
As at 12 February 2015, upon the completion of the repurchase and cancellation of certain restricted A
shares, the registered capital of the Company changes to Renminbi two billion and three hundred
eleven million and three hundred and eighty thousand and three hundred and sixty-four
(2,311,380,364) Yuan.
As at 27 November 2015, upon the completion of issuance and registration of restricted A shares under
the Restricted Share Incentive Scheme II, the registered capital of the Company increases to Renminbi
two billion three hundred and fourteen million and seventy-five thousand and three hundred and sixtyfour (2,314,075,364) Yuan.
As at 8 November 2016, upon the completion of issuance and registration of new A shares under the
Non-Public Issuance, the registered capital of the Company increases to Renminbi two billion four
hundred and fourteen million and five hundred and twelve thousand and forty-five (2,414,512,045)
Yuan.
As at 24 February 2017, upon the completion of the repurchase and cancellation of certain restricted A
shares, the registered capital of the Company changes to Renminbi two billion and four hundred and
fourteen million and four hundred and seventy-four thousand five hundred and forty-five
(2,414,474,545) Yuan.
As at 24 May 2017, upon the completion of placing and registration of new H shares under the
general mandate, the registered capital of the Company increases to Renminbi two billion and four
hundred and nighty-five million and one hundred and thirty-one thousand and forty-five
(2,495,131,045) Yuan.
Changes in registered capital of the Company shall be registered with the competent administration for
industrial and commerce.’’
–3–
The full text of the Articles of Association is available at the websites of the Hong Kong Stock
Exchange (www.hkexnews.hk) and the Company (www.fosunpharma.com).
By order of the Board
Shanghai Fosun Pharmaceutical (Group) Co., Ltd.*
Chen Qiyu
Chairman
Shanghai, the People’s Republic of China
25 May 2017
As at the date of this announcement, the executive directors of the Company are Mr. Chen Qiyu, Mr. Yao Fang and Mr. Wu
Yifang; the non-executive directors of the Company are Mr. Guo Guangchang, Mr. Wang Qunbin, Ms. Kang Lan and Mr.
Wang Can; and the independent non-executive directors of the Company are Mr. Cao Huimin, Mr. Jiang Xian, Dr. Wong
Tin Yau Kelvin and Mr. Wai Shiu Kwan Danny.
* for identification purposes only
–4–