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JOINT ANNOUNCEMENT - DELAY IN DESPATCH OF COMPOSITE DOCUMENTRELATING TO PROPOSED PRE-CONDITIONALPRIVATISATION OF HENLIUS BY FOSUN NEW MEDICINEBY WAY OF MERGER BY ABSORPTION OF HENLIUS

2024-07-15 00:00:00

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint announcement make no representation as to its 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 joint announcement.This joint announcement appears for information purposes only and does not constitute an invitation or offer to acquire purchase or subscribe for any securities nor is it any solicitation of any vote or approval in any jurisdiction.This joint announcement is not for release publication or distribution in or into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.上海复 星医 药( 集团 )股份 有限 公司 Shanghai Henlius Biotech Inc.Shanghai Fosun Pharmaceutical 上海复宏汉霖生物技术股份有限公司 (Group) Co. Ltd.* (a joint stock limited company incorporated in the (a joint stock limited company incorporated in the People’s Republic of China with limited liability) People’s Republic of China with limited liability) (Stock Code: 02696) (Stock Code: 02196) Shanghai Fosun New Medicine Research Company Limited* (a company incorporated in the People’s Republic of China with limited liability) JOINT ANNOUNCEMENT DELAY IN DESPATCH OF COMPOSITE DOCUMENT RELATING TO PROPOSED PRE-CONDITIONAL PRIVATISATION OF HENLIUS BY FOSUN NEW MEDICINE BY WAY OF MERGER BY ABSORPTION OF HENLIUS Lead Financial Adviser to the Offeror Joint Financial Adviser to the Offeror Independent Financial Adviser to the Independent Board Committee – 1 –INTRODUCTION Reference is made to the joint announcement dated 24 June 2024 (the ‘‘Joint Announcement’’) issued by the Offeror Fosun Pharma and the Company in relation to among others the proposed pre- conditional privatisation of the Company by the Offeror by way of merger by absorption of the Company and the proposed withdrawal of listing of the Company. Unless otherwise stated capitalised terms used in this announcement shall have the same meanings as those defined in the Joint Announcement.DELAY IN DESPATCH OF COMPOSITE DOCUMENT Pursuant to Rule 8.2 of the Takeovers Code the Composite Document is required to be despatched within twenty-one (21) days of the date of the Joint Announcement i.e. on or before 15 July 2024 or such later date as the Executive may consent to.As stated in the Joint Announcement the Merger Agreement is subject to the satisfaction of the Pre- Conditions being the filing registration or approval as applicable with or by (a) the National Development and Reform Commission of the PRC (b) Ministry of Commerce of the PRC (c) the State Administration of Foreign Exchange of the PRC or their respective local authorities (as the case may be) and (d) the securities regulatory authorities and/or stock exchanges with relevant jurisdictions and such other applicable governmental approvals in respect of the Merger having been obtained or completed.Since the publication of the Joint Announcement steps have been taken in relation to the fulfilment of the Pre-Conditions. As at the date of this joint announcement the Pre-Conditions have not yet been fulfilled. As more time is required for the satisfaction of Pre-Conditions an application was made to the Executive pursuant to Note 2 to Rule 8.2 of the Takeovers Code and the Executive has indicated that it is minded to grant its consent to extend the latest time for the despatch of the Composite Document to (a) within 7 days of fulfilment of the Pre-Conditions or (b) 7 May 2025 (being the date which is 7 days following the Long-stop Date) whichever is earlier.Further announcement(s) will be jointly made by the Offeror Fosun Pharma and the Company when the Composite Document together with a notice of the EGM a notice of the H Shareholders’ Class Meeting and proxy forms in respect of the EGM and the H Shareholders’ Class Meeting are despatched or in the event of any other changes to the expected timetable as and when appropriate in compliance with the Takeovers Code.The Pre-Conditions and the Conditions to effectiveness must be satisfied before the Merger Agreement becomes effective. The Merger Agreement becoming effective is therefore a possibility only. Further Shareholders and potential investors in the securities of the Company should be aware that the Merger is subject to the Conditions to implementation set out in the Joint Announcement being satisfied or waived as applicable. Neither the Offeror Fosun Pharma nor the Company provides any assurance that any or all Pre-Conditions or Conditions can be – 2 –satisfied and thus the Merger Agreement may or may not become effective or if effective may or may not be implemented or completed. Shareholders and potential investors in the securities of the Company should therefore exercise caution when dealing in the securities of the Company.Persons who are in doubt as to the action to take and the implications arising from the Merger should consult their stockbroker bank manager solicitor or other professional advisers (including tax adviser regarding the tax consequences of the cancellation of the H Shares and the implementation of the Merger).By order of the board of directors of By order of the Board Shanghai Fosun New Medicine Research Shanghai Henlius Biotech Inc.Company Limited* Zhang Wenjie Guan Xiaohui Chairman Director By order of the board of directors of Shanghai Fosun Pharmaceutical (Group) Co. Ltd.* Wu Yifang Chairman Shanghai the PRC 15 July 2024 As at the date of this joint announcement the Offeror’s directors are Mr. Wu Yifang Ms. Guan Xiaohui and Mr. Wen Deyong. The directors of the Offeror jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than those in relation to the Group) and confirm having made all reasonable enquiries that to the best of their knowledge opinions expressed in this joint announcement (other than those expressed by the Directors in their capacity as Directors) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement the omission of which would make any of the statements in this joint announcement misleading.As at the date of this joint announcement the board of directors of Fosun Pharma comprises 11 directors namely Mr. Wu Yifang Mr. Wang Kexin Ms. Guan Xiaohui and Mr. Wen Deyong as executive directors; Mr. Chen Qiyu Mr. Xu Xiaoliang and Mr. Pan Donghui as non-executive directors; and Ms. Li Ling Mr. Tang Guliang Mr. Wang Quandi and Mr. Yu Tze Shan Hailson as independent non-executive directors. The directors of Fosun Pharma jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than those in relation to the Group) and confirm having made all reasonable enquiries that to the best of their knowledge opinions expressed in this joint announcement (other than those expressed by the Directors in their capacity as Directors) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement the omission of which would make any of the statements in this joint announcement misleading.– 3 –As at the date of this joint announcement the Board comprises 11 Directors namely Mr. Zhang Wenjie as the chairman and executive director Dr. Zhu Jun as the executive director Mr. Chen Qiyu Mr. Wu Yifang Ms. Guan Xiaohui Mr. Wen Deyong and Dr. Wang Xingli as the non-executive directors and Mr. So Tak Young Dr. Chan Lik Yuen Dr. Zhao Guoping and Dr. Song Ruilin as the independent non-executive directors. The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than those in relation to the Offeror and the Offeror Concert Parties who is not a member of the Group) and confirm having made all reasonable enquiries that to the best of their knowledge opinions expressed in this joint announcement (other than those expressed by the directors of the Offeror in their capacity as directors of the Offeror) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement the omission of which would make any of the statements in this joint announcement misleading.* For identification purposes only.–4–