0001104659-11-049039.txt : 20110829 0001104659-11-049039.hdr.sgml : 20110829 20110829065858 ACCESSION NUMBER: 0001104659-11-049039 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20110829 DATE AS OF CHANGE: 20110829 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Simcere Pharmaceutical Group CENTRAL INDEX KEY: 0001384360 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-83690 FILM NUMBER: 111061450 BUSINESS ADDRESS: STREET 1: NO. 699-18 XUAN WU AVENUE STREET 2: XUAN WU DISTRICT CITY: NANJING, JIANGSU PROVINCE STATE: F4 ZIP: 210042 BUSINESS PHONE: (86)-25-8556-6666 MAIL ADDRESS: STREET 1: NO. 699-18 XUAN WU AVENUE STREET 2: XUAN WU DISTRICT CITY: NANJING, JIANGSU PROVINCE STATE: F4 ZIP: 210042 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Fosun Industrial Co., Ltd CENTRAL INDEX KEY: 0001448032 IRS NUMBER: 000000000 STATE OF INCORPORATION: F4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: FLAT/ROOM 808 STREET 2: ICBC TOWER, 3 GARDEN ROAD CITY: HONG KONG STATE: F4 ZIP: 00000 BUSINESS PHONE: 021-63321633 MAIL ADDRESS: STREET 1: FLAT/ROOM 808 STREET 2: ICBC TOWER, 3 GARDEN ROAD CITY: HONG KONG STATE: F4 ZIP: 00000 SC 13D 1 a11-24852_1sc13d.htm SC 13D

	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D

Under the Securities Exchange Act of 1934

Simcere Pharmaceutical Group

(Name of Issuer)

Ordinary Shares, par value US$0.01 per share

American Depositary Shares, evidenced by American Depositary

Receipts, each representing two Ordinary Shares

(Title of Class of Securities)

82859P 10 4(1)

(CUSIP Number)

	Jianguo Yang	With a copy to:
	Fosun Industrial Co., Limited	Scott Clemens
	Level 28	Baker & McKenzie LLP
	Three Pacific Place	Suite 3401, China World Tower 2
	1 Queen’s Road East	China World Trade Center
	Hong Kong	1 Jianguomenwai Avenue
	China	Beijing 100004, People Republic of China
	(86)(21) 6332 5563	(86)(10) 6535 3971

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 19, 2011

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1) The CUSIP number applies to the Issuer’s American Depositary Shares, each representing two Ordinary Shares.

CUSIP No.

82859P 10 4

1	Name of Reporting Person Fosun Industrial Co., Limited
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)		o
	(b)		o
3	SEC Use Only
4	Source of Funds (See Instructions) BK, WC
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6	Citizenship or Place of Organization Hong Kong, China
Number of Shares Beneficially Owned by Each Reporting Person With		7		Sole Voting Power 5,776,676*
		8		Shared Voting Power 0
		9		Sole Dispositive Power 5,776,676*
		10		Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 5,776,676*
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13	Percent of Class Represented by Amount in Row (11) 5.36%*
14	Type of Reporting Person (See Instructions) CO

* Number of shares is number of Ordinary Shares. Fosun Industrial Co., Limited holds 2,888,338 American Depositary Shares, each representing two Ordinary Shares. Percent of class is based on 107,808,420 Ordinary Shares reported as outstanding as of May 6, 2011 in the Issuer’s Form 20-F for the fiscal year ended December 31, 2010 filed with the Securities and Exchange Commission on May 9, 2011.

Item 1. Security and Issuer

This statement relates to the ordinary shares, par value US$0.01 per share (“Ordinary Shares”) and the American Depositary Shares (“ADSs”, each representing two Ordinary Shares), of Simcere Pharmaceutical Group (the “Issuer”). The ADSs are listed on the New York Stock Exchange under the symbol “SCR ”. The Issuer’s principal executive office is located at No. 699-18 Xuan Wu Avenue, Xuan Wu District, Nanjing, Jiangsu Province 210042, the People’s Republic of China.

Item 2. Identity and Background

This statement of beneficial ownership on Schedule 13D is being filed by Fosun Industrial Co., Limited (“Fosun Industrial”), a corporation organized under the laws of Hong Kong, China, pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission (the “SEC”) under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The principal business address of Fosun Industrial is 28/F, Three Pacific Place, 1 Queen’s Road East, Hong Kong, China.

· Fosun Industrial is principally engaged in investment, selling and providing consulting services for Chinese and Western medicines, diagnostic reagents and medical devices, as well as import and export business. Fosun Industrial is a wholly owned subsidiary of Shanghai Fosun Pharmaceuticals (Group) Co. Ltd (“Fosun Pharma”);

· Fosun Pharma is a leading Chinese pharmaceutical company listed on the Shanghai Stock Exchange. Fosun Pharma focuses on research, development, production and distribution of pharmaceutical products in China. Fosun Pharma is a subsidiary of, and is beneficially held approximately 48% by Shanghai Fosun High Technology (Group) Co. Ltd. (“Fosun High Technology”);

· Fosun High Technology, through its subsidiaries, engages in pharmaceuticals and healthcare, property, steel, mining, retail, services and strategic investment businesses in China. Fosun High Technology is a wholly owned subsidiary of Fosun International Limited (“Fosun International”);

· Fosun International is a Hong Kong holding company, the ordinary shares of which are listed on the main board of the Stock Exchange of Hong Kong Limited. Fosun International is a subsidiary of, and is beneficially held approximately 78.2% by Fosun Holdings Limited (“Fosun Holdings”);

· Fosun Holdings is a holding company without any substantive operations. Fosun Holdings is a wholly owned subsidiary of Fosun International Holdings Ltd. (“Fosun International Holdings”); and

· Fosun International Holdings is a holding company without any substantive operations. Guo Guangchang controls Fosun International Holdings and could therefore be deemed the beneficial owner of Ordinary Shares underlying the ADSs held by Fosun Industrial.

The place of organization, principal business address and principal business of Fosun Industrial, Fosun Pharma, Fosun High Technology, Fosun International, Fosun Holdings and Fosun International Holdings is set forth in Exhibit 99.1, which is attached hereto and incorporated by reference. The name, business address, present principal employment and citizenship of Mr. Guo Guangchang and each director and executive officer of Fosun Industrial, Fosun Pharma, Fosun High Technology, Fosun International, Fosun Holdings and Fosun International Holdings is also set forth in Exhibit 99.1.

During the last five years, neither Fosun Industrial nor, to Fosun Industrial’s knowledge (a) any executive officer or director of Fosun Industrial; (b) any person controlling Fosun Industrial; or (c) any executive officer or director of any corporation or other person ultimately in control of Fosun Industrial has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

The aggregate purchase price of the ADSs purchased by Fosun Industrial that are the subject of this Schedule 13D was US$25,040,382 (inclusive of brokerage commissions). US$10,000,000 of the aggregate purchase price was funded through a borrowing by Fosun Industrial under a loan facility established with Standard Chartered Bank (Hong Kong) Limited (“Standard Chartered Bank”) pursuant to a facility letter dated August 7, 2009 with Standard Chartered Bank, and US$10,000,000 of the

aggregate purchase price was funded through a borrowing by Fosun Industrial under a term loan facility established with Wing Lung Bank Limited (“Wing Lung Bank”) pursuant to a term loan facility letter dated October 6, 2010 with Wing Lung Bank. Fosun Industrial used its working capital to fund the remainder aggregate purchase price.

Item 4. Purpose of Transaction

Fosun Industrial acquired the ADSs that are the subject of this Schedule 13D for investment purposes. Fosun Industrial will continue to evaluate its ownership and voting position in the Issuer and may consider and pursue the following future courses of action, among others: (i) continuing to hold the ADSs for investment; (ii) acquiring additional ADSs or Ordinary Shares in the open market or in privately negotiated transactions; or (iii) disposing of all or a portion of the ADSs in open market sales or in privately negotiated transactions. Fosun Industrial’s future actions with regard to this investment will be dependent upon its review and evaluation of numerous factors, including the price levels of the Issuer’s ADSs and Ordinary Shares; the Issuer’s business, financial condition, operating results and prospects; general market and economic conditions; and the relative attractiveness of alternative business and investment opportunities. Consistent with its investment purpose, Fosun Industrial or its representatives may engage in communications with other shareholders of the Issuer and members of the Issuer’s management and board of directors with regard to the business operations of the Issuer and strategies for enhancing shareholder value.

Except as indicated above, Fosun Industrial has no present plans or proposals that relate to or would result in any other action specified in clauses (a) through (j) of Item 4 on Schedule 13D. Fosun Industrial reserves the right to determine in the future whether to change the purpose or purposes described above or whether to adopt plans or proposals of the type specified in the previous sentence.

Item 5. Interest in Securities of the Issuer

(a) See Items 11 and 13 of the cover pages to this Schedule 13D for the aggregate number and percentage of Ordinary Shares underlying the ADSs that are beneficially owned by Fosun Industrial as of August 26, 2011.

(b) See Items 7 through 10 of the cover pages to this Schedule 13D for the number and percentage of Ordinary Shares underlying the ADSs beneficially owned by Fosun Industrial as of August 26, 2011 as to which there is sole or shared power to vote or direct the vote, and sole or shared power to dispose or direct the disposition.

Except insofar as Mr. Guo Guangchang may be deemed to beneficially own the ADSs held by Fosun Industrial, none of the directors and officers of Fosun Industrial, Fosun Pharma, Fosun High Technology, Fosun International, Fosun Holdings or Fosun International Holdings beneficially owns any ADSs.

(c) During the 60 days preceding the filing of this Schedule 13D, Fosun Industrial purchased a total of 380,835 ADSs for cash in open market transactions on the dates and at the weighted average prices per ADS set forth on Exhibit 99.4, which is attached hereto and incorporated herein by reference.

(d) To the knowledge of Fosun Industrial, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities covered by this Schedule 13D.

(e) Not Applicable.

Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect to Securities of the Issuer.

Neither Fosun Industrial nor, to Fosun Industrial’s knowledge, any person named in Exhibit 99.1 is a party to any contract, arrangement, understanding or relationship with respect to any securities of the Issuer, including the transfer or voting of any Issuer securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits

Exhibit 99.1:	List of directors and executive officers of Fosun Industrial, persons controlling Fosun Industrial and executive officers and directors of other persons in control of Fosun Industrial.

Exhibit 99.2:	Facility Letter, dated August 7, 2009, between Fosun Industrial and Standard Chartered Bank

Exhibit 99.3	Term Loan Facility Letter, dated October 6, 2010, between Fosun Industrial and Wing Lung Bank

Exhibit 99.4	Information regarding purchases of the Issuer’s ADSs by Fosun Industrial during the past 60 days.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: August 29, 2011

	FOSUN INDUSTRIAL CO., LIMITED


	By:	/s/ Qiyu Chen
		Name: Qiyu Chen
		Title: Chairman of the Board of Directors

EX-99.1 2 a11-24852_1ex99d1.htm EX-99.1

Exhibit 99.1

DIRECTORS AND EXECUTIVE OFFICERS OF FOSUN INDUSTRIAL,

PERSONS CONTROLLING FOSUN INDUSTRIAL AND EXECUTIVE OFFICERS AND DIRECTORS OF OTHER PERSONS IN CONTROL OF FOSUN INDUSTRIAL

Fosun Industrial is a corporation organized under the laws of Hong Kong with its principal business address at Level 28, Three Pacific Place, 1 Queen’s Road East, Hong Kong SAR. The telephone number of Fosun Industrial’s principal executive office is (+86) 21 6332 5563. Fosun Industrial is principally engaged in investment, selling and providing consulting services for Chinese and Western medicines, diagnostic reagents and devices as well as import and export business.

The name, business address, present principal employment and citizenship of each director and executive officer of Fosun Industrial is set forth below.

Fosun Industrial

Name	Business Address	Present Principal Employment	Citizenship
Qiyu Chen	28/F, Three Pacific Place, 1 Queen’s Road East, Hong Kong, China	Chairman of the Board of Directors	China
Fang Yao	28/F, Three Pacific Place, 1 Queen’s Road East, Hong Kong, China	Director	China
Zhicheng Qiao	28/F, Three Pacific Place, 1 Queen’s Road East, Hong Kong, China	Director	China

Fosun Industrial is a wholly owned subsidiary of Fosun Pharma. Fosun Pharma is a corporation organized under the laws of People’s Republic of China and listed on the Shanghai Stock Exchange with its principal business address at No. 2 East Fuxing Road, Shanghai, China. The telephone number of Fosun Pharma’s principal executive office is (8621) 6332 3318. Fosun Pharma is principally engaged in Bio-chemical products, reagents, biological “four-tech” service, manufacture and sale of self-developed products, instruments and apparatuses, electronic products, computer, chemical raw materials (except dangerous products), consulting service, exportation business on self-produced products and their related technologies, and importation business on any required materials, equipments, instruments and apparatuses, accessories and technologies, related with self-produced products.

The name, business address, present principal employment and citizenship of each director and executive officer of Fosun Pharma is set forth below.

Fosun Pharma

Name	Business Address	Present Principal Employment	Citizenship
Qiyu Chen	No.2 East Fuxing Road, Shanghai, China	Chairman of the Board	China
Fang Yao	No.2 East Fuxing Road, Shanghai, China	Vice Chairman of the Board and General Manager	China
Qunbin Wang	No.2 East Fuxing Road, Shanghai, China	Director	China
Guangchang Guo	No.2 East Fuxing Road, Shanghai, China	Director	China
Guozheng Zhang	No.2 East Fuxing Road, Shanghai, China	Director	China
Yimin Guan	200 Panlog Road, Qingpu District, Shanghai, China	Independent Director	China
Jiong Han	19F, One Lujiazui, 68 Yin Cheng Road Middle, Shanghai, China	Independent Director	China
Weijiong Zhang	Room 305, the First Teaching Building, No.699, Hongfeng Road, Shanghai, China	Independent Director	China

Fosun Pharma is beneficially held approximately 48% by Fosun High Technology. Fosun High Technology is a corporation organized under the laws of People’s Republic of China with its principal business address at No.2 East Fuxing Road, Shanghai, China. The telephone number of Fosun High Technology’s

principal executive office is (8621) 6332 2820. Fosun High Technology, through its subsidiaries, is principally engaged in pharmaceuticals and healthcare, property, steel, mining, retail, services and strategic investment businesses in China.

The name, business address, present principal employment and citizenship of each director and executive officer of Fosun High Technology is set forth below.

Fosun High Technology

Name	Business Address	Present Principal Employment	Citizenship
Guangchang Guo	No.2 East Fuxing Road, Shanghai, China	Chairman of the Board	China
Xinjun Liang	No.2 East Fuxing Road, Shanghai, China	Vice Chairman of the Board and Chief Executive Officer	China
Qunbin Wang	No.2 East Fuxing Road, Shanghai, China	Director and President	China
Wei Fan	No.2 East Fuxing Road, Shanghai, China	Director and Co-President	China
Guoqi Ding	No.2 East Fuxing Road, Shanghai, China	Director, Chief Financial Officer and Senior Vice President	China
Xuetang Qin	No.2 East Fuxing Road, Shanghai, China	Director and Senior Vice President	China
Ping Wu	No.2 East Fuxing Road, Shanghai, China	Director and Senior Vice President	China

Fosun High Technology is a subsidiary of Fosun International. Fosun International is a corporation organized under the laws of Hong Kong with its principal business address at Room 808, ICBC Tower, 3 Garden Road, Central, Hong Kong. Fosun International’s ordinary shares are listed on the main board of the Stock Exchange of Hong Kong Limited. The telephone number of Fosun International’s principal executive office is (8621) 6332 2820. Fosun International is principally engaged in businesses including pharmaceuticals and healthcare, property, steel, mining, retail, services and strategic investments.

The name, business address, present principal employment and citizenship of each director and executive officer of Fosun International is set forth below.

Fosun International

Name	Business Address	Present Principal Employment	Citizenship
Guangchang Guo	No.2 East Fuxing Road, Shanghai, China	Executive Director, Chairman of the Board	China
Xinjun Liang	No.2 East Fuxing Road, Shanghai, China	Executive Director, Vice Chairman of the Board and Chief Executive Officer	China
Qunbin Wang	No.2 East Fuxing Road, Shanghai, China	Executive Director and President	China
Wei Fan	No.2 East Fuxing Road, Shanghai, China	Executive Director and Co-President	China
Guoqi Ding	No.2 East Fuxing Road, Shanghai, China	Executive Director, Senior Vice President and Chief Financial Officer	China
Xuetang Qin	No.2 East Fuxing Road, Shanghai, China	Executive Director and Senior Vice President	China
Ping Wu	No.2 East Fuxing Road, Shanghai, China	Executive Director and Senior Vice President	China
Benren Liu	No.2 East Fuxing Road, Shanghai, China	Non-Executive Director	China
Kaixian Chen	No. 555 Zuchongzhi Road, Research Office of Shanghai Institute of Materia Medica, Chinese Academy of Sciences, Shanghai, China	Independent Non-Executive Director; Researcher, Doctoral supervisor and Director of the academic committee of the Shanghai Institute of Materia Medica of the Chinese Academy of Sciences	China
Shengman Zhang	50/F Citibank Tower, Citibank Plaza, 3 Garden Road, Hong Kong, China	Independent Non-Executive Director; Chairman of Asia-Pacific of Citigroup	Hong Kong Special Administrative Region
Andrew Y. Yan	Room 2115, Pacific Place II, Hong Kong, China	Independent Non-Executive Director; Managing Partner of SAIF Partners	Hong Kong Special Administrative Region

Fosun International is a subsidiary of Fosun Holdings. Fosun Holdings is a corporation organized under the laws of Hong Kong, China with its principal business address at Room 808, ICBC Tower, 3 Garden Road, Central, Hong Kong. The telephone number of Fosun Holdings’ principal executive office is (8621) 6332 2820. Fosun Holdings is principally engaged in investment holding.

The name, business address, present principal employment and citizenship of each director and executive officer of Fosun Holdings is set forth below.

Fosun Holdings

Name		Business Address		Present Principal Employment		Citizenship
Guangchang Guo		No.2 East Fuxing Road, Shanghai, China		Director		China

Fosun Holdings is a subsidiary of Fosun International Holdings. Fosun International Holdings is a corporation organized under the laws of British Virgin Islands with its principal business address at Akara Building, 24 De Castro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands. The telephone number of Fosun International Holdings’ principal executive office is (8621) 6332 2820. Fosun International Holdings is principally engaged in investment holding.

The name, business address, present principal employment and citizenship of each director and executive officer of Fosun International Holdings is set forth below.

Fosun International Holdings

Name		Business Address		Present Principal Employment		Citizenship
Guangchang Guo		No.2 East Fuxing Road, Shanghai, China		Director		China

Fosun International Holdings is owned 58% by Guangchang Guo with the remaining shares owned 22% by Liang Xinjun, 10% by Qunbin Wang and 10% by Wei Fan. Guangchang Guo’s principal business address is No. 2 East Fuxing Road, Shanghai, China. He is a citizen of China. His present principal employment includes executive director and chairman of Fosun International, director of both Nanjing Iron & Steel United Co., Ltd. and Fosun Pharma and non-executive director of Shanghai Forte Land Co., Ltd.

EX-99.2 3 a11-24852_1ex99d2.htm EX-99.2

Exhibit 99.2

Date: 7th August 2009

Our Ref: OCC/GC/AVC

CONFIDENTIAL

Fosun Industrial Co., Limited

Suite 808,1CBC Tower,

3 Garden Road,

Central,

Hong Kong.

Attn: Mr. Ye WeiYong

Dear Sirs,

BANKING FACILITIES

Standard Chartered Bank (Hong Kong) Limited (the “Bank”) is pleased to offer certain banking facilities including, amongst other facilities, those terms set out in this facility letter (the “Facilities”) to the Customer(s) below for the purposes of general working capital requirement, subject to the Bank’s Standard Terms and Conditions for Banking Facilities and Services attached and the terms and conditions set out in this facility letter.

A. CUSTOMER(S):

Fosun Industrial Co., Limited

B. FACILITY LIMITS:

(1) General Banking Facilities

Type(s) of Facility	Facility Limit(s)	Designated Customer(s) and Sub- limit(s), if applicable

Short Term Money Market Loan	USD30,000,000.-	· The Customer

Total Facility Limit:	USD30,000,000.-

Standard Chartered Bank (Hong Kong) Limited

Origination & Client Coverage

Credit Risk Control

11th Floor Standard Chartered Tower

388 Kwun Tong Road Kwun Tong Hong Kong

C. PRICING AND CONDITIONS:

1.	Short Term Money Market Loan	Interest: 1.8% per annum over the higher of LIBOR or the Bank’s cost of fund, payable at the maturity of each advance or quarterly in arrears if a six month period is selected.

		Drawdown: Advance may be drawn in minimum amounts of USD1,000,000.- for periods of 1, 2, 3 or 6 months. Rollover of the advance after 6 months is at the Bank’s discretion. Drawdown notice shall be delivered to the Bank at or before 11:00 a.m. on the proposed drawdown date.

Market Disruption:

1. If a Market Disruption Event occurs in relation to the Short Term Money Market Loan facility, then the rate of interest of that facility shall be the rate per annum which is the aggregate of:

(a) 1.8% per annum; and

(b) the rate which expresses as a percentage rate per annum the cost to the Bank of funding that loan from whatever source it may reasonably select.

2. In this letter:

(a) “Market Disruption Event” means:

(i) at or about noon on the Quotation Day the Screen Rate is not available or the Screen Rate is zero or negative, or reasonable and adequate means do not exist for ascertaining LIBOR;

(ii) matching deposits are not readily available in the relevant Interbank Market; or

(iii) before close of business in the principal city of the relevant Interbank Market on the Quotation Day, the cost to the Bank of obtaining matching deposits in the relevant Interbank Market would be in excess of LIBOR.

(b) “Quotation Day” means, in relation to any period for which an interest rate is to be determined two Singapore business days before the first day of that period (as the case may be), or such other period which the Bank decides accords with market practice in the relevant Interbank Market.

(c) “Screen Rate” means the standard market interest rate for the relevant currency and period displayed on the relevant page of the on-line electronic information service which for the time being the Bank normally uses for obtaining LIBOR.

Handling Fee of Facilities:

USD45,000.- flat, payable upon your signing of this letter, and other handling fee to be mutually agreed and payable on each anniversary of the date of this letter if the Facilities are continuing.

D. SECURITY AND CONDITIONS PRECEDENT:

The availability of the Facilities is conditional upon the Bank’s receipt of the following documents, items and evidence (both in form and substance) satisfactory to the Bank:

1. This letter duly executed by the Customer.

2. A corporate guarantee dated 23rd October 2008 (as amended from time to time) executed by Fosun International Limited for USD30,000,000.- plus interest and other charges.

3. A Letter of Comfort issued by Shanghai Fosun Pharmaceutical (Group) Co. Ltd.

4. Original/Certified copies of all necessary consents, approvals and other authorisations (including board resolutions) in connection with the execution, delivery and performance of this letter and all other documents mentioned above, if applicable.

5. (if any of the facilities referred to in this letter are to be made available by Standard Chartered Bank or other members of the Standard Chartered Group) All such documents, items or evidence with, in favour of or to Standard Chartered Bank or, as the case may be, such member of the Standard Chartered Group as the Bank may request.

6. Such other documents, items or evidence that the Bank may request from time to time.

E. COVENANTS AND UNDERTAKINGS:

The Customer undertakes to the Bank that it will:

1. procure that all its obligations in connection with the Facilities will at all times rank at least pari passu in terms of security and support (including third party) with all its other present and future obligations.

2. not create or permit to exist any mortgage, pledge, lien, charge, assignment or security interest over any of its assets without the prior written consent of the Bank.

3. promptly submit to the Bank:

· a certified copy of the audited financial statements of the Customer within 270 days after its financial year end;

· a certified copy of the audited financial statements of Fosun International Limited within 6 months after its financial year end;

· a certified copy of the audited financial statements of Shanghai Fosun Pharmaceutical (Group) Co. Ltd. within 180 days after its financial year end; and

· other information that the Bank may request from time to time.

4. immediately Inform the Bank:

· of any change of the Customer’s directors or beneficial shareholders or amendment to its memorandum or articles of association or equivalent constitutional documents;

· of any substantial change to the general nature of the Customer’s existing business; or

· if it becomes, or is aware that any of its directors, shareholders, partners or managers becomes, a Related Person (as defined in paragraph 6 of section F of this letter).

5. remain wholly owned by Shanghai Fosun Pharmaceutical (Group) Co. Ltd.

F. OTHER TERMS AND CONDITIONS:

1. The Facilities are available at the sole discretion of the Bank. The Bank may at any time immediately terminate, cancel or suspend the Facilities or otherwise modify the Facilities without the consent of any party.

2. Notwithstanding any provisions stated in this letter, the Facilities are repayable on demand by the Bank. The Bank has the overriding right at any time to require immediate payment and/or cash collateralisation of all or any sums actually or contingently owing to it under the Facilities. This clause 2 does not apply to any factoring facility(ies).

3. In addition to any other terms and conditions, the Bank is also authorized to disclose the information relating to each/the Customer’s accounts and business with the Bank to (i) the ultimate holding company and/or any intermediate holding company of each/the Customer; and (ii) any person, body or organisation which the Bank, in its absolute discretion, considers (directly or indirectly) to have an interest (legal or beneficial) in each/the Customer and/or is able (directly or indirectly) to exert control over the conduct of its affairs.

4. The Bank’s Standard Terms and Conditions for Banking Facilities and Services (“Standard Terms and Conditions”) attached and/or referred to in this letter forms an integral part of this letter and the Customer agrees to observe and be bound by such Standard Terms and Conditions.

5. The terms and conditions set out or referred to in this letter supersede and replace those set out in our letter (if any) previously sent to the Customer(s).

6. Please note that section 83 of the Banking Ordinance imposes on the Bank certain limitations on advances to persons (including firms, partnerships and companies) related to its directors, employees with lending authority or controllers (each person so related shall be referred to as a “Related Person”). When acknowledging and accepting this facility letter, you should advise us if you are, or any of your directors, shareholders, partners or managers is, a Related Person within the meaning of the Banking Ordinance. If subsequent to your acceptance of this facility letter, you become, or are aware that any of your directors, shareholders, partners or managers is or becomes, a Related Person, you should immediately advise us in writing.

7. The Customer acknowledges the following:

(a) The Customer has received and read the Bank’s Notice to Customers and Other Individuals relating to the Personal Data (Privacy) Ordinance and the Code of Practice on Consumer Credit Data; and

(b) The Customer has, or will, notify each of its Relevant Individuals, the Bank may, in the course of providing banking services to the Customer, receive Customer information in respect of that Relevant Individual.

For the purpose of the above, a “Relevant Individual” is defined as being one of the following (but not limited to) Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, department heads, corporate officers (e.g. authorized signatories, company secretary etc.), directors, major shareholders, beneficial owners, and guarantors (where applicable).

8. This letter shall be governed by and construed in accordance with the laws of Hong Kong SAR.

Please sign and return to us the enclosed copy of this letter together with the attached Standard Terms and Conditions for Banking Facilities and Services to the Bank’s Credit Risk Control at 11th Floor, Standard Chartered Tower, 388 Kwun Tong Road, Kwun Tong, Kowloon within one month after the date of this letter, failing which this offer shall lapse.

If you have any queries, please feel free to contact the following person:

Queries on		Name		Telephone No.
Banking arrangements		Ms. Sonia So, Associate Director, Relationship Manager, China Corporates, Hong Kong, Global Corporates, Origination & Client Coverage, Wholesale Banking		2821-1313

Yours faithfully,

For and on behalf of

STANDARD CHARTERED BANK (HONG KONG) LIMITED

/s/ Suzanne Lo
Suzanne Lo
Senior Credit Documentation Manager

SLO/EL

Encl.

We agree and accept all the terms and conditions set out above and the Bank’s Standard Terms and Conditions for Banking Facilities and Services attached and/or referred to in this letter, which we have read and understood.

For and on behalf of

FOSUN INDUSTRIAL CO., LIMITED

/s/ Qunbin Wang

We hereby acknowledge the terms of this facility letter and confirm that our respective obligations under each guarantee and security document (as applicable) that we have executed in favour of the Bank will continue in full force and are not and will not be affected, discharged or varied by the execution of this facility letter.

For and on behalf of

FOSUN INTERNATIONAL LIMITED

/s/ Guangchang Guo

Standard
Chartered

Standard Terms and Conditions for Banking Facilities and Services - TC2 (04) (For Corporate, Sole Proprietor & Partnership)

Any request or application made by the Customer for the utilisation of the Facilities and/or Services is subject to and on the basis that the Customer has agreed to be bound by the Agreement (as defined below).

1. Definitions and Interpretation

1.1 In the Agreement:-

“Agreement” means the Standard Terms and Conditions for Banking Facilities and Services (including any supplement) (“Standard Terms and Conditions”), any Facility Letter and any other agreement incorporating the Standard Terms and Conditions;

“Assets” includes present and future properties, revenues and rights of every description;

“Bank” means Standard Chartered Bank (Hong Kong) Limited which includes all its branches and offices wherever situated and its successors and assigns;

“Customer” means the customer(s) specified in the Facility Letter and, as the case may be, any other person(s) who agree to the Standard Terms and Conditions, and where there is more than one Customer, all references to the “Customer” shall mean all such persons or any one or more of them;

“Exchange Rate” means the rate for converting one currency into another currency which the Bank determines to be prevailing in the relevant foreign exchange market at the relevant time, such determination to be conclusive and binding on the Customer;

“Facilities” means the banking facilities (or any part of it) specified in the Facility Letter;

“Facility Letter” means the facility letter(s) (including all its schedules and appendices) issued by the Bank in relation to the Facilities extended by the Bank to the Customer, and includes references to any accession letter executed by any Customer for acceding to the facility Letter;

“HIBOR” means the Hong Kong Interbank Offered Rate quoted by the Bank for the relevant period;

“LIBOR” means the London Interbank Offered Rate quoted by the Bank for the relevant period;

“Prime” means the respective rates which the Bank announces or applies from time to time as its prime rates for lending Hong Kong Dollars and United Stales Dollars;

“SCB” means Standard Chartered Bank (including all its branches), and

“Services” means any banking services provided by the Bank or SCB to the Customer.

1.2 Unless a contrary indication appears, a reference in the Agreement to:-

(a) a person includes an individual, a company, sole proprietorship, partnership or body unincorporated and its successors and assigns;

(b) any document includes a reference to that document as amended, varied, supplemented, replaced or restated from time to time; and

1.3 The obligations and liabilities of the Customer to the Bank Include all its past, present and future, actual and contingent obligations and liabilities to the Bank, whether incurred alone or Jointly with another.

1.4 Unless the context otherwise requires, words importing the singular include the plural and vice versa and the neuter gender includes the other genders.

1.5 The headings in the Agreement are for convenience only and are to be ignored in construing the Agreement.

2. Application

2.1 The Standard Terms and Conditions shall apply to any Facilities and Services which the Bank or SCB, in its sole discretion, may agree to make available and provide to such extent and in such manner as the Bank thinks fit.

2.2 The Standard Terms and Conditions shall be subject to such other terms and conditions which may be specified by the Bank and/or SCB from time to time in other documents, agreements or applications.

2.3 In the event of any conflict or inconsistency between the Standard Terms and Conditions and the provisions of any agreement between the Customer and the Bank, the latter shall prevail.

3. Payments

3.1 All payments by the Customer to the Bank shall be made without any set-off, counterclaim, deduction, withholding or condition of any kind. If the Customer is compelled by law to make any withholding, or deduction, the sum payable by the Customer shall be increased so that the amount actually received by the Bank is the amount it would have received if there had been no such withholding or deduction.

3.2 Payment by the Customer to the Bank shall be in the currency of the relevant liability or, if the Bank so agrees in writing, in a different currency, in which case the conversion to that different currency shall be made at the Exchange Rate. The Customer shall be liable for any shortfall if the converted currency is less than the outstanding liability.

3.3 Any monies paid to the Bank in respect of the Customer’s obligations may be applied in or towards satisfaction of the same or placed to the credit of a suspense account with a view to preserving the Bank’s rights to prove for the whole of the Customer’s outstanding obligations.

3.4 If any payments paid to the Bank in respect of the Customer’s obligations are required to be repaid by virtue of any law relating to insolvency, bankruptcy or liquidation or for any other reason, the Bank shall be entitled to recover such sums from the Customer as if such monies had not been paid.

4. Drawings Against Uncleared Effects

If the Bank permits the Customer to draw against funds to be collected or transferred from any account(s), the Customer shall on demand reimburse the Bank in full the amount so drawn if the Bank does not receive the funds in full at the time the Bank ought to have received the same or it, after the Bank has accepted the transfer, the Bank is prevented from collecting or freely dealing with the funds in accordance with usual banking practice,

5. Treasury Facilities

5.1 Any foreign exchange, options, futures, swap or other structured or derivative products (“Treasury Products’) applications will only be considered by the Bank or SCB subject to its receipt of the documentation that the Bank may require from time to time. Any Treasury Products contract will be entered into by the Customer at the rate(s) quoted by the Bank at its absolute discretion.

5.2 The terms Included or referred to in the relevant confirmation Issued by the Bank shall apply to all Treasury Products transactions between the Customer and the Bank.

5.3 The Customer warrants that it will enter into any transaction with the Bank or SCB solely in reliance upon its own judgement and at its own risk, and the Bank shall not be responsible for any loss incurred by the Customer, whether or not acting on advice received from the Bank. The Customer further warrant that he/she understands and is aware of the risks involved.

5.4 The Treasury Products contracts amounts shall be subject to the relevant facility limit(s) (If any) stipulated In the Facility Letter and the risk exposure limit(s) set (either advised or otherwise) by the Bank or SCB from time to time.

5.5 The Bank or SCB may from time to time mark the Customer’s outstanding Treasury Products contracts to market by reference to the prevailing market rate or quotation in order to calculate the Customer’s gain or loss under the contracts. If the Bank or SCB determines that the Customer has incurred a loss under any such contracts by the then prevailing mark-to-market calculation, the Customer shall forthwith pay such sum or deliver such collaterals as required by the Bank to cover such loss.

5.6 The Bank or SCB has the right to close out and/or terminate any or all outstanding Treasury Products contracts of the Customer if:

(a) the Customer falls to perform any terms of the Agreement including its default in payment;

(b) the outstanding contracts amounts exceed the facility limit(s) (if any) or the Bank’s risk exposure limit(s);

(c) the Customer shall become insolvent or generally suspended payment of any debt when due or subject to any bankruptcy or winding-up petition; or

(d) any circumstances have arisen or continued which, in the Bank’s opinion, might adversely affect the Bank’s position under the relevant contracts.

Upon closing-out or termination of the Treasury Products contracts, the Customer shall pay to the Bank or SCB any loss incurred under those contracts. Such loss shall be determined by the Bank or SCB (acting in good faith) based on the replacement market value of the contracts so closed-out or terminated, which determination shall be binding and conclusive on the Customer.

6. Security

6.1 The Bank holds all Assets of the Customer including those Assets held to the Bank’s order or for account of the Customer (whether for safe custody, collection, security or for any specific purpose or generally) as continuing security for the payment and discharge of all the Customer’s obligations and liabilities to the Bank.

6.2 The Bank may (at any time, without prior notice to the Customer or any other person and in such manner as the Bank thinks fit) sell, dispose of or otherwise deal with any of the Assets of the Customer the subject of the security hereby created.

6.3 The Bank may apply the net proceeds of any sale, disposition or dealing in or towards discharge of the Customer’s obligations to the Bank in whatever priority that the Bank may determine.

6.4 The Customer shall, upon demand by the Bank:

(a) provide such further security in form and value as may be required in the opinion, of the Bank sufficient to secure any of the Customer’s obligations to the Bank; and

(b) execute and deliver to the Bank any documents in form and substance satisfactory to the Bank over any of the Customer’s Assets as the Bank specifies in any such demand.

6.5 Save for gross negligence or wilful default, the Bank shall not be liable for any loss or damages or depreciation in value of any security granted in favour of the Bank due to the Bank’s exercise of any of its rights over any security.

7. Interest

7.1 The Bank shall charge Interest on any sum(s) outstanding or owing by the Customer from time to time. Unless otherwise specified, interest will accrue on a daily basis and shall be calculated, compounded and payable on such basis and in such manner as the Bank may determine at its absolute discretion.

7.2 Unless otherwise stipulated, a default rate of 8% per annum over Prime or the Bank’s cost of funding, whichever is higher, will apply to amounts not paid when due or in excess of any facility limit.

8. Cost and expenses

8.1 The Customer shall pay to the Bank on demand the commissions, lees and charges in connection with the Facilities and/or Services (including Insurance cover) at the rates and in the amount and manner stipulated by the Bank. The Customer shall indemnify against the Bank for all costs and expenses (including legal costs on a full indemnity basis) in connection with the performance.

perfection or enforcement of or preservation of rights under the Agreement or any security provided by the Customer or any third party in respect of the Customer’s obligations to the Bank.

8.2 In the event of any prepayment of the Facilities, the Customer shall on demand fully reimburse and indemnity the Bank for the costs incurred by the Bank as a result of the prepayment. Such costs include all costs, losses, liabilities and expenses incurred or suffered by the Bank in cancelling, terminating and unwinding any arrangements previously effected by the Bank to secure funding of the Facilities concerned.

8.3 The costs and expenses are payable by the Customer notwithstanding that the Customer’s applications for the Facilities are not accepted or the Facilities are cancelled, modified or withdrawn at any time before completion of the relevant transaction.

9. Insurance and Valuation

9.1 The Customer shall maintain insurance coverage against loss and damages (Insurable value and types of risks are determined by the Bank from time to time) with insurance companies acceptable to the Bank with respect to Assets in which the Bank has an Interest failing which the Bank may cover the Insurance at the expense of the Customer.

9.2 The Bank’s Interest shall be duty noted on the policies or relevant insurance documents and the amount due under any insurance shall be paid to the Bank. The Customer shall, upon request, lodge with the Bank all evidence of such insurance.

9.3 For any properties charged to the Bank, a full valuation report is required before the Facilities are utilized and an updated valuation report is required at any time that the Bank may think fit. All the valuation fees are for the account of the Customer.

10. Indemnity

10.1 The Customer shall indemnify the Bank and keep the Bank Indemnified against all claims, demands, actions, liabilities, damages, costs, losses and expenses or other consequences which may arise or result from providing the Facilities or Services to the Customer.

10.2 The Customer shall, upon request by the Bank, forthwith appear and defend at its own cost and expense any action which may be brought against the Bank in connection with the Facilities or Services provided by the Bank to the Customer.

10.3 The Customer shall indemnify and forthwith reimburse the Bank for all payments, claims, demands, actions, losses incurred or suffered by the Bank as a result of the Bank giving any guarantee, indemnify and/or other payment undertaking issued at the request or for the account of the Customer.

11. Set-Off

11.1 The Bank may, at any time and without notice, combine or consolidate all the Customer’s accounts (whether sole or joint) with the Bank, SCB, the holding company or subsidiaries or associated companies of SCB and apply any credit balance (whether matured or not) to which the Customer is entitled in or towards satisfaction of any obligation (whether or not matured, actual, future, contingent, unliquidated or unascertained) owed by the Customer to the Bank or SCB, regardless of the currency, the place of payment or the office through which the Bank is acting.

11.2 For this purpose, the Bank is authorised to purchase, at the Exchange Rate, such other currencies as may be necessary to effect such application with the monies standing to the credit of such accounts. The Customer shall be liable for any shortfall if the converted currency is less than the outstanding liability.

11.3 If any of the Customer’s obligations and liabilities owed to the Bank is unliquidated or unascertained, the Bank may set off an amount estimated by it in good faith to be the amount of that obligation.

12. Lien and Power of Sale

The Bank shall have a lien on all property of the Customer coming into the possession or control of the Bank, for custody or any other reason and whether or not in the ordinary course of banking business, with power for the Bank to sell such property to satisfy any obligations owed by the Customer to the Bank.

13. Disclosure

13.1 Any personal data relating to the Customer may be used and disclosed for such purposes and to such persons (whether the recipient is located in Hong Kong SAR or another country, or in a country that does not offer the same level of data protection as Hong Kong SAR) in accordance with the Bank’s policies on the use and disclosure of personal data. Such policies are set out in statements, circulars, terms and conditions or notices made available by the Bank to its customers from time to time. The collected data may be used in connection with matching procedures (as defined in the Personal Data (Privacy) Ordinance). (This sub-clause does not apply if the Customer is a limited company.)

13.2 The Bank is authorized to disclose and transfer from time to time all information in connection with the Customer’s accounts and business with the Bank (including credit balances and any security given) to all or any of the following persons (whether in or outside Hong Kong SAR):

(a) SCB, the holding company of SCB and any of the offices, branches, divisions, related companies or associates of SCB or the Bank:

(b) any actual or proposed participant or sub-participant in, or assignee or novatee of the Bank’s right in relation to the Facilities and/or Customer’s accounts:

(c) agent, contractor or third party service provider which provides services of any kind to the Bank or SCB in connection with the operation of its business: and

(d) any financial institution with which the Customer has or proposes to have dealings to enable credit checks to be conducted on the Customer.

The Customer also consents to the disclosure of any of its information by the Bank or SCB if required or permitted to do so by any law, regulation, court order or any regulatory authority in any jurisdiction.

14. Customer’s Consent

The Customer consents and acknowledges that the Bank may provide the Customer’s information to any proposed or actual individual guarantor or other security provider (or their solicitors) in respect of any credit facilities extended to the Customer, including (without limitation):

(a) any financial information concerning the Customer;

(b) a copy of the contract evidencing the obligations to be guaranteed or secured or a summary of such contract;

(c) a copy of any formal demand for overdue payment which may be sent to the Customer after it has failed to settle an overdue amount; and

(d) from time to time on request by the proposed or actual guarantor or security provider, a copy of the Customer’s latest statement of account or other information showing the financial status of the Customer and/or credit facilities extended to the Customer.

15. Authorisation

15.1 The Customer hereby authorises the Bank to appoint any other person (including correspondent, agent or third party contractor) in relation to the Facilities and Services and the Bank may delegate any of its powers in the Agreement to such person.

15.2 To secure due performance of obligations by the Customer under the Agreement, the Customer irrevocably and unconditionally authorises the Bank to be the Customer’s true and lawful representative (with full power of delegation and substitution) to execute, sign and do all documents, acts and things (in the name of the Customer or otherwise) for carrying out any of the Customer’s obligations or for exercising the Bank’s rights under the Agreement.

15.3 The Customer irrevocably authorises the Bank to debit any of its accounts maintained with the Bank for any sums due or owing to the Bank.

16. Statement by the Bank

A statement issued by the Bank as to the amount at any time owing by the Customer to the Bank, save for manifest error, shall be conclusive evidance for all purposes.

17. Limitation on Liability

The Bank, its agent and correspondent shall not be liable to the Customer for any action taken or not taken by them unless directly caused by their gross negligence or wilful misconduct.

18. Continuing Agreement, Waivers and Remedies

This is a continuing agreement and the rights of the Bank hereunder:-

(a) may be exercised as often as necessary;

(b) are cumulative and not exclusive of its rights under any other agreement and the general law; and

Delay in exercising or non-exercise of any such rights is not a waiver of that right.

19. Severability

If any provision of the Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the legality, validity or enforceability of any other provision of the Agreement or the legality, validity or enforceability of such provision in any other jurisdiction.

20. Variation

The Bank may, at its absolute discretion, by notice to the Customer vary, amend or supplement any of the terms of the Agreement (including without limitation, the basis of calculation of any interest, charges, commissions or fees). Such variation, amendment or supplement shall take effect on the date of the notice setting out details of such variation, amendment or supplement or, if later, the data specified in the notice.

21. Change in Constitution or Partnership

21.1 All securities, agreements, obligations given or undertaken by the Customer shall continue to be valid and binding notwithstanding any change in the constitution of the Customer or the Bank, by amalgamation, consolidation, reconstruction or otherwise.

21.2 If the Customer is a partnership, the dissolution of the partnership for any reason shall not affect the liabilities of the Customer as partner(s) until the Bank receives written notice from the Customer to such effect but no notice shall effect the Customer’s liability for any transaction made prior to the Banks receipt of such notice.

21.3 In the case of the death of a partner, the liability of the estate of the deceased partner to the Bank shall cease only with regard to transactions made with the Bank subsequent to the receipt by the Bank of written notice of the death of the deceased partner.

22. Assignment

22.1 The Customer may not assign or transfer all or any of its rights, benefits or obligations under or referred to in the Agreement without the Bank’s prior written consent.

22.2 The Bank may at any time assign or transfer to any person all or any of its rights, benefits or obligations under or referred to in the Agreement or change its lending office.

23. Notices

23.1 Any notice given by the Bank to the Customer shall be deemed to have been received:-

(a) if delivered personally, at the time of delivery;

(b) if sent by post, two or seven working days after posting to an address in Hong Kong SAR or overseas respectively; and

23.2 The address and/or facsimile number of the Customer are those set out in the Facility Letter or any other agreement(s) submitted by the Customer or those last known to the Bank.

23.3 Any notice by the Customer to the Bank shall be in writing and shall be deemed to have been given only on actual receipt.

24. Governing Law and Jurisdiction

24.1 The Agreement is governed by and shall be construed in accordance with the laws of Hong Kong SAR. The Customer hereby irrevocably submits to the non-exclusive jurisdiction of the Hong Kong SAR courts.

24.2 If the Customer is not ordinarily resident in Hong Kong SAR or a company incorporated under the laws of Hong Kong SAR or a foreign company registered under the Companies Ordinance (Cap.32, Laws of Hong Kong), the Customer hereby appoints a process agent (as notified to the Bank) to accept service of any legal process in Hong Kong SAR on behalf of the Customer in connection with the Agreement. The Customer agrees that any writ, summons, order, judgment or other document shall be deemed duly and sufficiently served on the Customer when left at or sent by post to the address of the process agent last known to the Bank. The foregoing shall not limit the Bank’s right to serve process on the Customer by any other mode of service.

Standard

Chartered

STANDARD CHARTERED BANK (HONG KONG) LIMITED (the “Bank”)

Notice to Customers and Other Individuals relating to

the Personal Data (Privacy) Ordinance (the “Ordinance”)

and the Code of Practice on Consumer Credit Data

(a) From time to time, It is necessary for personal customers and various other individuals (including without limitation applicants for banking services and facilities, sureties, referees, corporate officers and managers, suppliers, contractors, service providers and other contractual counterparties) (“data subjects”) to supply the Bank with data in connection with various matters such as the opening or continuation of accounts and the establishment or continuation of banking facilities or provision of banking services by the Bank, or the provision of supplies or services to the Bank and its customers.

(b) Failure to supply such data may result in the Bank being unable to open or continue accounts or establish or continue banking facilities or provide banking services, or accept or continue with the provision of supplies or services to the Bank and its customers.

(c) It is also the case that data are collected from data subjects in the ordinary course of the continuation of the Bank’s relationships with them, for example, when customers write cheques or deposit money.

(d) The purposes for which data relating to a data subject may be used will vary depending on the nature of the data subject’s relationship with the Bank, Broadly, they may comprise all or any one or more of the following purposes:

(i) the processing of applications for banking services and facilities;

(ii) the daily operation of the services and facilities provided by or to the Bank or to its customers;

(iii) conducting credit checks;

(iv) assisting other financial institutions to conduct credit checks and collect debts;

(v) ensuring ongoing credit worthiness of data subjects;

(vi) designing financial services or related products for customers’ use;

(vii) marketing services or products of the Bank and/or selected companies;

(viii) determining the amount of indebtedness owed to or by data subjects;

(ix) the enforcement of data subjects’ obligations, including without limitation the collection of amounts outstanding from data subjects and those providing security for data subjects’ obligations;

(x) meeting the requirements to make disclosure under the requirements of any law binding on the Bank or any of its branches or the requirements of all statutory and regulatory authorities having jurisdiction over the Bank or any of its branches, whether or not the requirement has the force of law;

(xi) enabling an actual or potential assignee of the Bank, or participant or sub-participant or the Bank’s rights in respect of the data subject, to evaluate the transaction intended to be the subject of the assignment, participation or sub-participation; and

(xii) purposes relating thereto.

(e) Data held by the Bank relating to a data subject will be kept confidential but the Bank may provide such information to the following parties (whether within or outside the Hong Kong Special Administrative Region) for the purposes set out in paragraph (d):

(i) any agent, contractor or third party service provider who provides administrative; telecommunications, computer, payment or securities clearing or other services to the Bank in connection with the operation of its business:

(ii) any other person under a duty of confidentiality to the Bank including a group company of Standard Chartered Bank which has undertaken to keep such information confidential;

(iii) the drawee bank providing a copy of a paid cheque (which may contain information about the payee) to the drawer:

(iv) credit reference agencies and, in the event of default, to debt collection agencies;

(v) any person to whom the Bank is under an obligation to make disclosure under the requirements of any law binding on the Bank or any of its branches or the requirements of all statutory and regulatory authorities having jurisdiction over the Bank or any of its branches, whether or not the requirement has the force of law;

(vi) any actual or proposed assignee of the Bank or participant or sub-participant or transferee of the Bank’s rights in respect of the data subject; and

(vii) selected companies for the purpose of informing customers of services which the Bank believes will be of interest to customers.

(f) Under and in accordance with the terms of the Ordinance and the Code of Practice on Consumer Credit Data approved and issued under the Ordinance, any individual has the right:

(i) to check whether the Bank holds data about him and of access to such data;

(ii) to require the Bank to correct any data relating to him which is inaccurate;

(iii) to ascertain the Bank’s policies and practices in relation to data and to be informed of the kind of personal data held by the Bank;

(iv) in relation to consumer credit, to request to be informed which items of data are routinely disclosed to credit reference agencies or debt collection agencies, and be provided with further information to enable the making of an access or correction request to the relevant credit reference agency or debt collection agency; and

(v) in relation to consumer credit data which has been provided by the Bank to a credit reference agency, to instruct the Bank upon termination of an account by full repayment to make a request to the credit reference agency to delete such data from its database, as long as the instruction is given within 5 years of termination and at no time the account has had a default of payment lasting in excess of 60 days within 5 years immediately before account termination, in the event the account has had a default of payment lasting in excess of 60 days, the data may be retained by the credit reference agency until the expiry of 5 years from the date of final settlement of the amount in default or 5 years from the data of discharge of the individual’s bankruptcy as notified to the credit reference agency whichever is earlier.

(g) The Bank may have obtained a credit report on the customer and any of its sureties from a credit reference agency in considering any application for credit. In the event the customer or any of its sureties wishes to access the credit report, the Bank will advise the contact details of the relevant credit reference agency.

(h) Furthermore, the Bank may from time to time access data about a customer and any of its sureties held with a credit reference agency in the course of a review of its facilities so as of facilitate the Bank’s consideration of all or any one or more of the matters specified below:

(i) an increase in the credit amount;

(ii) the curtailing of credit (including the cancellation of credit or a decrease in the credit amount); and

(iii) the putting in place or the implementation of a scheme of arrangement with the customer.

(i) In accordance with the terms of the Ordinance, the Bank has the right lo charge a reasonable lee for the processing of any data access request.

(j) Data of a data subject may be processed, kept and transferred or disclosed in and to any country as the Bank or any person who has obtained such data from the Bank referred to in (o) above considers appropriate. Such data may also be released or disclosed in accordance with the local practices and laws, rules and regulations (including any governmental acts and orders) in such country.

(k) The person to whom requests for access to or correction of data held by the Bank, or for Information regarding the Bank’s data policies and practices and kinds of data held by the Bank are to be addressed is as follows:

The Data Protection Officer
STANDARD CHARTERED BANK (HONG KONG) LIMITED
GPO Box 21, Hong Kong

(l) Nothing in this Notice shall limit the rights of data subjects under the Ordinance.

Should there be any inconsistencies between the English and Chinese versions, the English version shall prevail. April 2007

EX-99.3 4 a11-24852_1ex99d3.htm EX-99.3

Exhibit 99.3

	Head Office
	Tel: (852) 2826 8333
	Fax: (852) 2810 0592
	Email: wlb@winglungbank.com
Ref: 100110U000928 02	www.winglungbank.com

Date: 6 October 2010

Fosun Industrial Company, Limited

9/F, No.2 East Fuxing Road

200010 Shanghai

People’s Republic of China

Attn: Mr. Neo Chen, Finance Department

Dear Sirs,

Re	:	Term Loan Facility of US$20,000,000.-

Security	:	Irrevocable Standby Letters of Credit issued by China Merchants Bank Company Limited (Shanghai Branch)

With reference to your application for the captioned Facility to be secured by Irrevocable Standby Letters of Credit to be issued by China Merchants Bank Company Limited, (Shanghai Branch) in favour of our Bank to secure repayment of credit facilities to be granted by our Bank to your Company, we are pleased to offer to your Company a term loan facility up to USD20,000,000.-, subject to the terms and conditions as set out in this Facility Letter.

In this Facility Letter:-

“assets” includes present and future properties, revenues and rights of every description;

“Business Day” means a day (other than a Saturday) on which banks are open for general business in Hong Kong and (in relation to any date for payment or purchase of USD) New York.

“Exchange Rate” means the rate for converting one currency into another currency which the Lender determines to be prevailing in the relevant foreign exchange market at the relevant time, such determination to be conclusive and binding on the Borrower.

Unless a contrary indication appears, a reference in this Facility Letter to:-

	Cable Address: “BANKWILUNG” Hong Kong
	SWIFT Address: WUBAHKHH
45 Des Voeux Road Central, Hong Kong	Telex: HX73360

a. a person includes an individual, a company or body unincorporated and its successors and assigns;

b. any document includes a reference to that document as amended, varied, supplemented, replaced or restated from time to time;

c. a provision of law is reference to that provision as amended or re-enacted; and

d. a Clause is reference to a clause of this Facility Letter.

If there is any conflict between this Facility Letter and other preceding documents related to the Facility, this Facility Letter shall prevail.

The obligations and liabilities of the Borrower to the Lender include all its past, present and future, actual and contingent obligations and liabilities to the Lender, whether incurred alone or jointly with another.

Borrower:		Fosun Industrial Company Limited.

Lender:		Wing Lung Bank Limited.

Facility:		Term Loan Facility with the maximum amount not exceeding USD20,000,000.-;

		and
		The maximum Facility limit shall be the lower of USD20,000,000.- or the amount calculated by reference to the aggregate amount of the Irrevocable Standby Letter(s) of Credit (the “Standby LC”) as mentioned in “Securities” clause.

Purpose:		General corporate funding including refinancing existing offshore lending.

Securities:		Irrevocable Standby Letter(s) of Credit for an aggregate amount of not less than USD20,000,000.- issued by China Merchants Bank Co., Ltd., (Shanghai Branch) in favour of the Lender. In the event of the said aggregate amount being less than USD20,000,000.-, the maximum Facility limit shall be the amount calculated by reference to the aggregate amount of the Standby LC.

Availability & Drawdown:			Subject to receipt by the Lender of the satisfactory legal documentation and fulfillment of all Conditions Precedent as hereinafter mentioned, the Facility will be available for multiple drawdowns on or before 31 October 2010, subject to 3 Business Days’ prior written notice given by the Borrower.

Final Maturity Date:			One year from the respectively drawdown date and the date falling on 10 Business Days prior to the expiry date of the corresponding Standby LC, whichever is earlier, unless extended by the Lender upon its annual review, subject always to the Lender’s right to demand repayment at any time by notice to the Borrower.

Interest Rate:			Interest Margin plus LIBOR for the relevant Interest Period.

			LIBOR (London Interbank Offered Rate) shall be determined by the Lender by reference to the Reuters LIBOR page (or its replacement) as of 11:00 a.m. (London Time) two Business Days before the relevant drawdown or rollover date. If no such rate is available, LIBOR shall be the Lender’s cost of funds as conclusively determined by it.

			If the actual cost of the Lender in funding the relevant loan for the relevant Interest Period exceeds LIBOR, then the Lender may by notice to the Borrower renegotiate the rate of interest for the affected Interest Period for a period not exceeding 30 days. If no agreement is reached between the Borrower and the Lender by the end of the 30 days period, then the rate of interest for that Interest Period shall be the rate representing the actual cost of the Lender in funding that Loan for that Interest Period (expressed as a per annum rate) from a reasonable source of funds plus the interest margin.

Interest Margin:		1.35% per annum.

Interest Period:		One, two or three month(s) as specified by the Borrower in each drawdown or rollover notice, provided that the selection or nomination of the length of an Interest Period shall be subject to availability of funds in the Hong Kong Interbank market. No Interest Period shall extend beyond the Final Maturity Date, and if any Interest Period would extend beyond the Final Maturity Date, it shall be end on the Final Maturity Date.

Interest Calculation:		The rate of interest applicable to each advance or the relevant part thereof for each Interest Period shall be the rate per annum determined by the Lender to be the aggregate of LIBOR for that Interest Period plus the Interest Margin. Interest shall accrue from day to day, shall be calculated on the basis of the actual number of days elapsed and a 360 day year, including the first day of the period during which it accrues but excluding the last, and shall be repaid in arrears on the last day of each Interest Period.

Arrangement Fee:		1.5% on the Facility amount payable within 7 days from the Agreement Date or on the first drawdown date, whichever is earlier. The Arrangement Fee is non-refundable under all circumstances.

Interest & Fee Payments:		Any payment which is due to be made by the Borrower on a day which is not a Business Day shall instead be due on the next Business Day in the same calendar month and, if none, on the immediately preceding Business Day. Fees shall be levied and payable as set out herein. Once paid, such fees shall not be refundable under any circumstances.

Repayment:		All amounts outstanding under the Facility shall be repaid in full on the corresponding Final Maturity Date.

Payments:		The Borrower shall repay all advances, interest thereon and other sum due under the Facility in the currency in which the relevant sum is denominated under the Facility. Payment in any other currency will only discharge the Borrower to the extent of the net amount of the Facility currency which the Lender can purchase with the amount of such other currency. The Borrower shall be liable for any shortfall if the converted currency is less than the outstanding liability.

		Any monies paid to the Lender in respect of the Borrower’s obligations and liabilities may be applied in or towards satisfaction of the same or placed to the credit of suspense account with a view to preserving the Lender’s rights to prove for the whole of the Borrower’s outstanding obligations and liabilities.

		If any payments paid to the Lender in respect of the Borrower’s obligations are required to be repaid by virtue of any law relating to insolvency, bankruptcy or liquidation or for any other reason, the Lender shall be entitled to recover such sums from the Borrower as if such monies had not been paid.

		No payment to the Lender pursuant to any judgment, court order or otherwise shall discharge the obligations of the Borrower in respect of which it was made unless and until payment in full has been received.

Prepayment:		The Borrower is allowed to prepay the Facility in full or in part on any interest payment date without penalty subject to minimum amount of USD5 million and 14 days’ prior written notice given by the Borrower. Amounts prepaid under the Facility cannot be reborrowed. If prepayment is on a date other than an interest payment date, the Borrower shall pay all break funding costs to the Lenders, if any.

Conditions Precedent:	The Facility will be available for drawing upon and subject to the terms and conditions contained in this Facility Letter and after the Lender have received the fees mentioned herein and the following documents in form and substance satisfactory to the Lender:

	1.	this Facility Letter duly signed and accepted by the Borrower;

	2.	certified true copies of resolutions of the board of directors of the Borrower approving the borrowing on the terms of this Facility Letter and authorizing a person or persons to execute the legal documentations, the notice of drawings and any other notices or documents required in connection herewith;

	3.	the Irrevocable Standby Letter(s) of Credit as mentioned in the “Securities” Clause;

	4.	the Arrangement Fee; and

	5.	such other documents relating to any of the matters contemplated herein as may be deemed usual and necessary by the Lender.

Representations & Warranties:	The Borrower represents and warrants to the Lender that:-

	1.	all the data, information provided and all the documents submitted or to be submitted to the Lender are / shall be complete, true and accurate;

	2.	it is a company duly incorporated with limited liability and validly existing under the laws of the Hong Kong and has full power to carry on its business as it is now being conducted;

	3.	it has corporate power and authority and the legal capacity to borrow the Facility and to give security therefor and to perform and comply with all its obligations hereunder, and that such obligations rank at least pari passu in all respects with its other present and future unsecured and unsubordinated obligations except those mandatory preferred by law; and

	4.	its acceptance of this Facility Letter and the execution, delivery and performance of this Facility Letter have been duly authorized by all necessary corporate action of the Borrower under all applicable laws and regulations of Hong Kong and all necessary licenses, consents, authorization and approvals (if any) required have been duly

		obtained, and this Facility Letter constitutes valid and legal binding obligations of the Borrower in accordance with the terms and conditions stated herein.

	The Borrower repeats these warranties until the Facility are fully repaid and the Lender is under no further obligations under this Facility Letter.

Covenants and Undertakings:	l.	The Borrower undertakes to provide any other documents as may reasonably be requested by the Lender from time to time and immediately inform the Lender of:

		i.	the Borrower shall remain a direct or indirect wholly-owned subsidiary of Shanghai Fosun Pharmaceutical (Group) Co., Ltd. throughout the life of the Facility, except with prior written approval of the Lender. All securities, agreements, obligations given or undertaken by the Borrower shall continue to be valid and binding notwithstanding any change in the constitution of the Borrower, by amalgamation, consolidation, reconstruction or otherwise.

		ii.	any substantial change to the general nature of the Borrower’s existing business;

		iii.	any changes of information provided to the Lender;

		iv.	any other material adverse changes affecting itself, its holding company, its and their subsidiaries and affiliates; and

		v.	any difficulty the Borrower may have in repaying or servicing outstanding interest and/or principal.


	2.	The Borrower ensures that the proceeds of any drawing will not be transferred to any account maintained by it or any person or corporation with any branch or office of any financial institution in the People’s Republic of China.

	3.	The Borrower warrants that there will be no change in its shareholders or their respective shareholdings without the prior written consent of the Lender throughout the life of the Facility. All securities, agreements, obligations given or undertaken by the Borrower shall continue to be valid and binding notwithstanding any change in the constitution of the Borrower, by amalgamation, consolidation, reconstruction or otherwise.

	4.	The Borrower shall deliver certified copies of its audited accounts to the Lender within 180 days after each financial year end, together with a certificate signed by directors in compliance with all the terms and conditions.

Default Interest:	The Lender reserve the right to collect default interest on any sum (whether principal or interest) overdue and not paid under the Facility at the aggregate of 4% p.a., LIBOR for that Interest Period and the Interest Margin.

	The obligations of the Borrower to pay default interest on overdue amounts shall continue until all sums owing by the Borrower to the Lender have been paid in full. Default interest shall be calculated on the basis of the actual number of days elapsed and a 360-day year or according to the market practice for calculation of other currencies.

Events of Default:	Each of the following shall be an Event of Default:-

	1.	if the Borrower fails to pay any amount payable under the Facility Letter or the Facility at the time, in the currency and in the manner stipulated in this Facility Letter; or

	2.	if the Borrower defaults or receives notice of default under any agreement or obligation relating to borrowing or any indebtedness of the Borrower becomes payable before its original due date or is not paid when due; or

	3.	if any certificate, representation, warranty or statement given or made by the Borrower hereunder, is or proves to have been untrue or incorrect in any material respect; or

	4.	if the Borrower fails to perform or comply with any one or more of the terms and conditions of the Facility Letter; or

	5.	any consent, authorisation, licence or approval of, or registration with or declaration to, governmental or public bodies or authorities or courts required by the Borrower to authorise, or required by the Borrower in connection with, the

Events of Default (Cont’) :		execution, delivery, validity, enforceability or admissibility in evidence of this Facility Letter or the performance by the Borrower of its obligations under this Facility Letter is modified in a manner unacceptable to the Lender or is not granted or is revoked or terminated or expires and is not renewed or otherwise ceases to be in full force and effect; or

	6.	a creditor attaches or takes possession of, or a distress, execution, sequestration or other process is levied or enforced upon or sued out against, any of the undertakings, assets, rights or revenues of the Borrower or any of its subsidiaries or its holding company and is not discharged within seven (7) days; or

	7.	the Borrower or any of its subsidiaries or its holding company suspends payment of its debts or is unable or admits inability to pay its debts as they fall due or commences negotiations with one or more of its creditors with a view to the general readjustment or rescheduling of all or part of its indebtedness or proposes or enters into any composition or other arrangement for the benefit of its creditors generally or any class of creditors or any proceedings are commenced in relation to the Borrower or any of its subsidiaries or its holding company under any law, regulation or procedure relating to reconstruction or readjustment of debts; or

	8.	the Borrower or any of its subsidiaries or its holding company takes any action or any legal proceedings are started or other steps taken for (i) the Borrower or any of its subsidiaries or its holding company to be adjudicated or found bankrupt or insolvent, (ii) the winding-up or dissolution of the Borrower or any of its subsidiaries or its holding company or (iii) the appointment of a liquidator, administrator, trustee, receiver or similar officer of the Borrower or any of its subsidiaries or its holding company or of the whole or any part of their respective undertakings, assets, rights or revenues, save for those such proceedings instituted by a third party against the Borrower or any of its subsidiaries or its holding company which are adjudged frivolous, vexatious or an abuse of process; or

Events of Default (Cont’):	9.	any event occurs or proceeding is taken with respect to the Borrower or any of its subsidiaries or its holding company in any jurisdiction to which it is subject which has an effect equivalent or similar to any of the events mentioned in paragraphs 6 to 8 of this Events of Default clause; or

	10.	the Borrower or any of its subsidiaries or its holding company suspends or ceases or threatens to suspend or cease to carry on its business; or

	11.	it becomes unlawful at any time for the Borrower to perform all or any of its obligations under this Facility Letter; or

	12.	all or a material part of the undertakings, assets, rights or revenues of, or shares or other ownership interests in, the Borrower or any of its subsidiaries are seized, nationalised, expropriated or compulsorily acquired by or under the authority of any government; or

	13.	the Borrower repudiates this Facility Letter or does or causes or permits to be done any act or thing evidencing an intention to repudiate this Facility Letter; or

	14.	there occurs, in the opinion of the Lender, a material adverse change in the financial condition of the Borrower or any of its subsidiaries by reference to the financial statements referred to in paragraph 4 of the Covenants and Undertakings clause; or

	15.	any other event occurs or circumstance arises which, in the reasonable opinion of the Lender, is likely to have material adverse effect on the ability of the Borrower to perform all or any of its obligations under, or otherwise to comply with the terms of, this Facility Letter; or

	16.	the Borrower ceases to be under the control of the existing shareholders and the management of the existing management team; or

	17.	the obligations of the Standby L/C Issuer under the Standby L/C become invalid, ineffective or unenforceable for any reason.

	The Lender may at any time after the occurrence of an Event of Default by notice in writing to the Borrower (i) declare that all the undrawn amount of the Facility shall be immediately cancelled, whereupon the same shall be immediately cancelled, and/or the

Events of Default (Cont’):		loans and all interest thereon, and all other sums payable hereunder have become immediately due and payable, whereupon the same shall become immediately due and payable and shall immediately be repaid or paid to the Lender; and/or (ii) take any action, exercise any other right or pursue any other remedy conferred by the Standby L/C or other security or by applicable law or regulation or otherwise as a consequence of such Event of Default.

Costs and Expenses:		The Borrower shall on demand pay to the Lender and indemnify the Lender against all costs, charges and expenses, including without limitation to legal expenses on an indemnity basis, stamp or other duties incurred by the Lender in connection with the performance, perfection, enforcement or preservation of rights under this Facility Letter or any security provided by the Borrower or any third party in respect of the Borrower’s obligations to the Lender, including without limitation to exercising or enforcing any right against the Borrower.

		These costs and expenses are payable by the Borrower notwithstanding that the Borrower’s applications for the banking facilities are not accepted or the banking facilities are cancelled, modified or withdrawn at any time before completion of the relevant transaction.

Indemnities:		The Borrower shall indemnify the Lender and keep the Lender indemnified against all claims, demands, actions, liabilities, damages, costs, loses and expenses or other consequences which may arise or result from providing the Facility to the Borrower. The Borrower shall, upon request by the Lender, forthwith appear and defend at its own costs and expenses any action which may be brought against the Lender in connection with the Facility provided by the Lender to the Borrower.

Taxes and other Deductions:		No Deductions or Withholdings All sums payable by the Borrower shall be paid in full without any set-off or counterclaim or any restriction or condition and free and clear of any tax or other deductions or withholdings of any nature. If the Borrower or any other person is required by any law or regulation to make any deduction or withholding (on account of tax or otherwise) from any payment for the account of the Lender, the Borrower shall, together with such payment, pay such additional amount as will ensure that the Lender receives (free and clear of any tax or other deductions or withholdings) the full amount which it would have received if no such deduction or withholding had been required. The Borrower shall promptly forward to the Lender copies of official receipts or other evidence showing that the full amount of any such deduction or withholding has been paid over to the relevant taxation or other authority.

Increased Cost:		If the introduction of any law, directive or requirement or any change in their interpretation or application in the opinion of the Lender directly or indirectly increases the cost to it of maintaining the Facility or funding any advance, or reduces any payment to it in respect of the advances, or obliges it to make any payment in respect of the advances, the Borrower shall pay to the Lender such additional amounts as the Lender certifies to be necessary to compensate it for such increased cost, reduction or payment.

Set-Off:		The Lender may, at any time and without notice, combine or consolidate all the Borrower’s accounts with the Lender, its holding company or subsidiaries or associated companies and apply any credit balance to which the Borrower is entitled in or towards satisfaction of any obligation and liabilities (whether or not matured, actual, future, contingent, unliquidated or unascertained) owed by the Borrower to the Lender, regardless of the currency, the place of payment or the office through which the Lender is acting.

Set-Off (Cont’):		For this purpose, the Lender is authorized to purchase, at the Exchange Rate, such other currencies as may be necessary to effect such application with the monies standing to the credit of such accounts. The Borrower shall be liable for any shortfall if the converted currency is less than the outstanding liability.

		If any of the Borrower’s obligations and liabilities owed to the Lender is unliquidated or unascertained, the Lender may set off an amount estimated by it in good faith to be the amount of that obligation.

Authorization:		The Borrower hereby authorizes the Lender to appoint any other person (including correspondent, agent or third party contractor) in relation to the banking facilities or services and the Lender may delegate any of its powers in this Facility Letter to such person.

		To secure due performance of obligations by the Borrower under this Facility Letter, the Borrower irrevocably and unconditionally authorizes the Lender to be the Borrower’s true and lawful attorney (with full power of delegation and substitution) to execute, sign and do all documents, acts and things (in the name of the Borrower or otherwise) for carrying out any of the Borrower’s obligations or for exercising the Lender’s rights under this Facility Letter.

		The Borrower irrevocably authorizes the Lender to debit any of its accounts maintained with the Lender for any sum due or owing to the Bank.

Evidence and Calculation:		Any certificate, notice of confirmation of a contract or determination by the Lender of a rate, amount or particulars of the relevant contract under this Facility Letter is, in the absence of manifest error, conclusive of the matters to which it relates.

Limitation on Liabilities:			The Lender, its agent and correspondent shall not be liable to the Borrower for any action taken or not taken by them unless directly caused by their negligence or misconduct. Notwithstanding that the Borrower may have given instructions to the contrary, the Lender shall not be liable to the Borrower for any loss or damage which may have caused by the Lender acting in accordance with applicable laws, regulations or rules or with the terms and conditions of the Lender’s agreements with other financial institutions regarding the business dealings with those institutions.

Severability:			If any provision of this Facility Letter is or become illegal, invalid or unenforceable in any jurisdiction, that shall not affect the legality, validity or enforceability of any other provision of this Facility Letter or the legality, validity or enforceability of such provision in any other jurisdiction.

Variation:			The Lender may, at its absolute discretion, by notice to the Borrower vary, amend or supplement any of the terms of this Facility Letter. Such variation, amendments or supplement shall take effect on the date of the notice setting out details of such variation, amendment or supplement or, if later, the date specified in the notice.

Assignment:			The Borrower may not assign or transfer all or any of its rights, benefits or obligations under or referred to in this Facility Letter.

Transfers and Assignments by Lender:			The Lender may assign or transfer their rights and obligations to other financial institutions without prior consent of the Borrower. The Lender may enter into sub-participations.

Notices:	1.	Any notice given by the Lender to the Borrower shall be deemed to have been received:-

		i.	if delivered personally, at time of delivery;

		ii.	if sent by post, two or seven working days after posting to an address in Hong Kong or overseas respectively; and

		iii.	if by facsimile or e-mail, when confirmed by an activity report confirming the facsimile number or e-mail address to which such notice was successfully sent.

	2.	The address, facsimile number and/or e-mail address of the Borrower are those set out in this Facility Letter or those last known to the Bank.

	3.	Any notice by the Borrower to the Lender shall be deemed to have been given only on actual receipt.

Disclosure:	The Lender may disclose to:

	1.	any of its holding company or subsidiary or any other subsidiary of the holding company;

	2.	its head office and any other branch;

	3.	any of its professional advisers and other persons providing services to it;

	4.	any person permitted by the Borrower;

	5.	any financial institution with which the Borrower has or proposes to have dealings to enable credit checks to be conducted on the Borrower;

	6.	any person to whom, and to the extent that, information is required to be disclosed by any applicable law or regulation or any order of any court or regulatory authority; and

	7.	any other person:

Disclosure (Cont’):		i.	to (or through) whom that the Lender assigns or transfers (or may potentially assign or transfer) all or any of its rights and obligations under this Facility Letter;

		ii.	with (or through) whom that the Lender enters into (or may potentially enter into) any sub-participation in relation to, or any other transaction under which payments are to be made by reference to, this Facility Letter or the Borrower; or

		iii.	to whom that the Lender is going to securitize (or similar transaction of broadly equivalent economic effect) its rights or obligations under this Facility Letter;

	any information about the Facility (including but not limited to the following) without the prior written consent of the Borrower:

		·		a copy of this Facility Letter and any amendment and/or supplement to this Facility Letter; and

		·		information of the Borrower, including a copy of the Borrower’s annual audited financial statements for each of its financial years.

Connected Parties:	Section 83 of the Banking Ordinance has imposed on the Lender as a bank certain limitations on advances to persons related to our directors or employees and the granting of the Facility is therefore subject to any limitations imposed by the Banking Ordinance. Upon acknowledging and accepting this Facility Letter, the Borrower shall advise the Lender whether the Borrower is in any way related to any of the Lender’s directors or employees within the meaning of Section 83 of the Banking Ordinance and in the absence of such advice the Lender shall be entitled to assume that the Borrower is not so related. In the event that the Borrower becomes so related subsequent to acknowledging and accepting this Facility Letter, the Borrower shall advise the Lender in writing immediately and the Lender may take any appropriate steps, including but not limited to termination of the Facility or reduction of the maximum Facility limit, so as to comply with the Banking Ordinance and any other applicable legislation.

Governing Law:

The Facility shall be governed by the Laws of Hong Kong SAR. The Borrower hereby irrevocably submits to the non-exclusive jurisdiction of the courts of Hong Kong SAR or arbitration (as decided solely by the Lender) as regards any claims or matter arising hereunder.

Please signify your acceptance of this offer by signing and returning one copy of this Facility Letter to us on or before 15 October 2010 together with documents listed in the Conditions Precedent clause. If we have not received your acceptance by that date, this offer will automatically lapse.

If you have any queries, please contact our Ms. Cindy Lam or Mr. Edwin Ng at (852) 2826 8380 or (852) 2826 8558. We are pleased to be of service to you.

Chinese translations are for reference only. The English version should be regarded as final.

Yours faithfully,
For and on behalf of Wing Lung Bank Limited


/s/ Victor Cheung Virginia Eng
Authorized Signature(s)

We hereby confirm our acceptance of the Facility granted upon and subject to the above terms and conditions and agree to be bound by all the terms and conditions of this Facility Letter.

/s/ Qiyu Chen
For and on behalf of Fosun Industrial Company, Limited		Date

EX-99.4 5 a11-24852_1ex99d4.htm EX-99.4

Exhibit 99.4

PURCHASES BY FOSUN INDUSTRIAL OF ISSUER’S ADSs DURING PAST 60 DAYS

Trade Date	Number of ADSs	Number of Underlying Ordinary Shares	Price Per ADS (excluding commissions) (US$)
2011-8-8	2,400	4,800	9.44
2011-8-10	66,924	133,848	9.4421
2011-8-11	100,000	200,000	9.225
2011-8-19	161,596	323,192	8.4038
2011-8-22	10,000	20,000	8.5189
2011-8-23	100	200	8.45
2011-8-24	5,000	10,000	8.4993
2011-8-25	30,500	61,000	8.5932
2011-8-26	4,315	8,630	8.5906

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