Hua Er Jie Jian Wen·2025-09-26 10:07Group 1 - Core viewpoint: Fosun Pharma plans to sell 100% equity of Shanghai Clone through a two-step process, involving a capital contribution and a transfer of equity and debt [1] Group 2 - Transaction structure: The first step involves an investment of 54.6 million yuan to establish a special fund of 547 million yuan, holding 9.98% [1] - The second step includes transferring the 100% equity and debt of Shanghai Clone to the special fund, with a transaction price not exceeding 1.256 billion yuan [1] Group 3 - Asset details: Shanghai Clone's main asset is a property located at 1289 Yishan Road, Xuhui District, Shanghai, covering an area of 19,944 square meters with a building area of 45,238.55 square meters [1] - Financial data for 2024: Total assets are 172.61 million yuan, net assets are 55.54 million yuan, revenue is 79.81 million yuan, and net profit is 2.88 million yuan [1] - Valuation: The assessed value of the property is 1.2015 billion yuan as of December 31, 2024 [1] Group 4 - Partner background: The special fund structure includes Hongyi Tianjin (GP, 0.18%), Fosun Pharma Industry (LP, 9.98%), and Zhonghui Life Insurance (LP, 89.84%) [1] - Fund usage: Proceeds from the transfer will be used for investment in Fosun Pharma's innovative drug business [1] Group 5 - Operational impact: After the transfer is completed, the company will continue to lease part of the property for operational purposes, with no significant impact on daily operations [1] - Approval status: The transaction has been approved by the board of directors and does not require shareholder approval, thus not constituting a related party transaction or major asset restructuring [1]