Fosun Pharma (02196) announced that on October 17, 2025, its wholly-owned subsidiary Fosun Kerry, along with Fosun Pharma Industry (the direct controlling shareholder of Fosun Kerry), signed a capital increase agreement with Shenzhen Biomedical Industry Fund. The Shenzhen Biomedical Industry Fund intends to participate in Fosun Kerry's Series A financing by committing to a total investment of 600 million CNY to subscribe for up to 524.437452 million CNY of newly registered capital in Fosun Kerry. The funds raised from this financing will be utilized for the operations and business development of Fosun Kerry and/or its subsidiaries.
To enhance the motivation and creativity of Fosun Kerry’s core team, on the same day, Fosun Kerry signed follow-on investment agreements with 14 participating parties and follow-on platforms, including current directors and core management of Fosun Kerry, committing to a total investment of 3.525 million CNY to subscribe for 3.081070 million CNY of newly registered capital in Fosun Kerry. The pre-investment valuation of this follow-on investment aligns with the capital increase.
Additionally, on the same day, a shareholder agreement was jointly established between the Shenzhen Biomedical Industry Fund, the Pingshan District Guidance Fund, the follow-on platforms, and Fosun Kerry along with its existing shareholders. Since the participating follow-on parties include several directors and senior management, they constitute related parties under the Shanghai Stock Exchange’s Listing Rules, making their participation an associated transaction for the company.
Among the related participating follow-on parties (including Mr. Chen Yuqing, Ms. Guan Xiaohui, Mr. Liu Yi, Mr. Xingli Wang, Mr. Wenjie Zhang, Ms. Feng Rongli, and Ms. Zhu Yue), they plan to contribute a total of 1.246664 million CNY to subscribe for a total of 1.089664 million CNY of newly registered capital in Fosun Kerry through the follow-on platform.
Furthermore, to effectively attract and retain key personnel essential for the business growth of its subsidiary Fosun Kerry, the Board of Directors and the Shareholders’ Meeting of Fosun Kerry approved the implementation of an incentive plan on October 17, 2025. Under this plan, Fosun Kerry plans to grant incentive rights corresponding to no more than 932.19893 million CNY of registered capital in Fosun Kerry to specific incentivized individuals at a price of 0.76 CNY per 1 CNY of Fosun Kerry's registered capital. The first batch will grant incentive rights corresponding to no more than 761.84870 million CNY of registered capital.
The equity incentive rights correspond to shares of Fosun Kerry transferred to the incentive platform from Fosun Pharma Industry, a controlling subsidiary of the company. As the initial batch includes several directors and senior management, their participation in this equity incentive constitutes an associated transaction under the Shanghai Stock Exchange’s Listing Rules. If all the incentive rights in the initial batch are vested/unlocked, these associated incentive recipients (Mr. Chen Yuqing, Ms. Guan Xiaohui, Mr. Liu Yi, Mr. Xingli Wang, Mr. Wenjie Zhang, Ms. Feng Rongli, and Ms. Zhu Yue) would be able to invest a total of 9.694159 million CNY to indirectly hold 12.755472 million CNY of Fosun Kerry’s registered capital through the incentive platform.