股份有限公司 Shanghai Fosun Pharmaceutical (Group) Co

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Shanghai Fosun Pharmaceutical (Group) Co., Ltd.*, you should at once hand this circular, together with the enclosed form of proxy and reply slip, to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s). This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities nor is it calculated to invite any such offer or invitation. In particular, this circular does not constitute an offer to sell any securities or the invitation or solicitation to acquire or subscribe any securities in Hong Kong or elsewhere. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

上海復星醫藥（集團）股份有限公司 Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* (a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 02196)

AMENDMENTS TO THE ARTICLES OF ASSOCIATION AMENDMENTS TO RULES FOR GENERAL MEETINGS PROPOSED LISTING OF SHANGHAI HENLIUS ON THE SCIENCE AND TECHNOLOGY INNOVATION BOARD AUTHORISATION TO HANDLE THE MATTERS IN RELATION TO THE PROPOSED SHANGHAI HENLIUS LISTING ENTERING INTO OF MUTUAL SUPPLY FRAMEWORK AGREEMENT ESTIMATES OF ONGOING RELATED PARTY TRANSACTIONS FOR 2020 AND NOTICE OF EGM

A letter from the Board is set out on pages 4 to 38 of this circular. The notice convening the EGM of Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* to be held at 1:30 p.m. on Thursday, 28 May 2020 at Building A, No. 1289 Yishan Road, Shanghai, the PRC is set out on pages EGM-1 to EGM-3 of this circular. A reply slip and a form of proxy for use at the EGM are enclosed herewith and also published on the websites of the Hong Kong Stock Exchange (http://www.hkexnews.hk) and of the Company (http://www.fosunpharma.com). Whether or not you are able to attend the said meeting, you are reminded to complete, sign and return the reply slip and the form of proxy enclosed, in accordance with the instructions printed thereon. For holders of H Shares, the reply slips shall be lodged at the Company’s Hong Kong share registrar for H Shares, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than twenty (20) days before the holding of the said meetings (i.e. Friday, 8 May 2020) by hand, by post or by fax. The forms of proxy shall be lodged at the Company’s Hong Kong share registrar for H Shares, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 24 hours before the holding of the EGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM should you so wish. * for identification purposes only

9 April 2020 CONTENTS

Page

Definitions ...... 1

Letter from the Board ...... 4

Appendix I — Amendments to the Articles of Association ...... I-1

Appendix II — Amendments to Rules for General Meetings ...... II-1

Notice of EGM ...... EGM-1

– i – DEFINITIONS

Unless the context otherwise requires, the following expressions in this circular shall have the following meanings:

‘‘A Share(s)’’ domestic share(s) which is/(are) listed on the Shanghai Stock Exchange and traded in RMB

‘‘Announcements’’ the announcements of the Company dated 30 March 2020 in relation to (1) the proposed amendments to the Article of Association; and (2) the proposed listing of Shanghai Henlius on the Science and Technology Innovation Board

‘‘Articles of Association’’ the Articles of Association of Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* (上海復星醫藥(集團)股份有限公司)

‘‘Board’’ the board of directors of the Company

‘‘Company’’ Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* (上海復星醫藥(集團)股份有限公司), a joint stock company established in the PRC with limited liability, the H Shares and A Shares of whicharelistedandtradedontheMainBoardoftheHong Kong Stock Exchange and the Shanghai Stock Exchange, respectively

‘‘CSRC’’ China Securities Regulatory Commission

‘‘Director(s)’’ the director(s) of the Company

‘‘EGM’’ the 2020 first extraordinary general meeting of the Company to be held at 1:30 p.m. on Thursday, 28 May 2020 at Building A, No. 1289 Yishan Road, Shanghai, the PRC, or any adjournment thereof

‘‘Fosun International’’ Fosun International Limited (復星國際有限公司), a company incorporated in Hong Kong with limited liability and the controlling shareholder of the Company, the shares of which are listed on the Main Board of the Hong Kong Stock Exchange

‘‘Fosun International Group’’ Fosun International and its subsidiaries

‘‘Group’’ the Company and its subsidiaries

‘‘H Share(s)’’ overseas listed share(s) which is/(are) listed on the Hong Kong Stock Exchange and traded in HK$

‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong

– 1 – DEFINITIONS

‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC

‘‘Hong Kong Listing Rules’’ the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

‘‘Hong Kong Stock Exchange’’ The Stock Exchange of Hong Kong Limited

‘‘Latest Practicable Date’’ 6 April 2020, being the latest practicable date prior to the printing of this circular of ascertaining certain information herein

‘‘Mutual Supply Framework the mutual supply framework agreement on products/services Agreement’’ entered into between the Company and Sinopharm on 6 April 2020

‘‘PRC’’ or ‘‘China’’ the People’s Republic of China, for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

‘‘PRC Company Law’’ Company Law of the People’s Republic of China

‘‘PRC Securities Law’’ Securities Law of the People’s Republic of China

‘‘Proposed Shanghai Henlius the proposed domestic initial public offering of RMB ordinary Listing’’ or ‘‘Issuance’’ shares (A shares) and listing and trading of Shanghai Henlius on the Science and Technology Innovation Board

‘‘Rules for General Meetings’’ Rules for General Meetings of Shanghai Fosun Pharmaceutical (Group) Co., Ltd.*《 ( 上海復星醫藥(集團)股份有限公司股東大會議事規則》)

‘‘RMB’’ Renminbi, the lawful currency of the PRC

‘‘Sinopharm’’ Sinopharm Group Co., Ltd.* (國藥控股股份有限公司)

‘‘Sinopharm Group’’ Sinopharm and its subsidiaries

‘‘Science and Technology the Science and Technology Innovation Board of the Shanghai Innovation Board’’ Stock Exchange

‘‘Shanghai Henlius’’ Shanghai Henlius Biotech, Inc. (上海復宏漢霖生物技術股份有限公司), a joint stock company incorporated in the PRC with limited liability and a subsidiary of the Company

‘‘Shanghai Stock Exchange’’ or the Shanghai Stock Exchange* (上海證券交易所) ‘‘SSE’’

– 2 – DEFINITIONS

‘‘SSE Listing Rules’’ the Rules Governing the Listing of Securities on Shanghai Stock Exchange

‘‘SSE Related Party Transaction the Implementation Guidelines on Related Party Transactions Guideline’’ of Companies Listed on Shanghai Stock Exchange (上海證券交易所上市公司關聯交易實施指引)

‘‘%’’ per cent

– 3 – LETTER FROM THE BOARD

Executive Directors: Registered Office: Mr. CHEN Qiyu (Chairman) 9th Floor, No. 510 Mr. YAO Fang (Co-chairman) Caoyang Road Mr. WU Yifang (President and CEO) Putuo District Shanghai, 200063, China Non-executive Directors: Mr. XU Xiaoliang Headquarters: Ms. MU Haining Building A No. 1289 Yishan Road Independent non-executive Directors: Shanghai, 200233, China Mr. JIANG Xian Dr. WONG Tin Yau Kelvin Principal Place of Business Ms. LI Ling in Hong Kong: Mr. TANG Guliang Level 54 Hopewell Centre 183 Queen’sRoad

9 April 2020

To the shareholders of the Company

Dear Sir or Madam,

I. INTRODUCTION

The purpose of this circular is to give you notice of the EGM enclosed herewith, and to provide you with information regarding certain resolutions to be proposed at the EGM regarding (1) the amendments to the Articles of Association; (2) the amendments to Rules for General Meetings; (3) the proposed listing of Shanghai Henlius on the Science and Technology Innovation Board; (4)

– 4 – LETTER FROM THE BOARD authorisation to handle the matters in relation to the Proposed Shanghai Henlius Listing; (5) entering into of the Mutual Supply Framework Agreement; and (6) the estimates of the ongoing related party transactions for 2020, to enable you to make informed decisions on the proposed resolutions at the EGM.

II. AMENDMENTS TO THE ARTICLES OF ASSOCIATION

References are made to the Announcements in relation to, among others, the proposed amendments to the Articles of Association. The proposed amendments to the Articles of Association is subject to approval of the shareholders of the Company at the EGM by passing a special resolution. The amended Articles of Association will become effective upon the approval by the shareholders of the Company at the EGM. Apart from the proposed amendments to the Articles of Association, other articles of the amended Articles of Association remain unchanged. Details of the proposed amendments to the Articles of Association are set out in Appendix I to this circular. The Directors believe that the proposed amendments to the Articles of Association are in the interests of the Company and its shareholders as a whole. The independent legal adviser has issued a written opinion that the amended Articles of Association is in compliance with relevant PRC laws and regulations and the requirements of the Hong Kong Listing Rules.

III. AMENDMENTS TO RULES FOR GENERAL MEETINGS

A special resolution will be proposed at the EGM to pass and amend the amendments to Rules for General Meetings. The proposed amendments to the Rules for General Meetings are set out in Appendix II to this circular.

IV. PROPOSED SHANGHAI HENLIUS LISTING

References are made to the Announcements in relation to, among others, the Proposed Shanghai Henlius Listing.

The Board has considered and individually approved, among others, each of the following items of the resolution in relation to the Proposed Listing of Shanghai Henlius on 30 March 2020, and agreed to propose at the general meeting to consider and approve the resolution by shareholders of the Company.

Shanghai Henlius was incorporated in the PRC in 2010 and the H Shares of which have been listed on the Main Board of the Hong Kong Stock Exchange since 25 September 2019 with the stock code of 2696. As at the Latest Practicable Date, the Company (through its subsidiaries) indirectly own approximately 53.33% of the total issued shares in Shanghai Henlius.

– 5 – LETTER FROM THE BOARD

A. Resolution in relation to the Proposed Shanghai Henlius Listing

The detailed plan with regard to the Proposed Shanghai Henlius Listing is as follows:

(1) Issuing entity: Shanghai Henlius.

(2) Type of securities to be issued: RMB ordinary shares (A Shares) to be listed domestically.

(3) Par value of shares: RMB1.00 per A Share.

(4) Size of issuance: The proposed offering size represents not more than 20% and not less than 10% of the enlarged share capital upon completion of the of the issuance, subject to the final number of such A Shares to be registered with the CSRC. Shanghai Henlius and the lead underwriter(s) can adopt an over-allotment option which cannot exceed 15% of the initial offering size of A Shares of Shanghai Henlius. All A Shares of Shanghai Henlius will be issued as new shares and will not involve any sale of shares by the existing shareholders of Shanghai Henlius (i.e. transfer of existing shares).

(5) Target subscribers: Price inquiry parties, strategic investors and other qualified investors pursuant to the relevant qualification requirements under the PRC laws and regulations and the regulatory authorities. If the CSRC or the Shanghai Stock Exchange and other regulatory authorities have other requirements, such requirements shall prevail.

(6) Issuance price and pricing methodology: The issuance price will be determined with full consideration of the interest of existing shareholders of Shanghai Henlius and will follow the principles of marketization. It shall also be determined by Shanghai Henlius and the lead underwriter(s) according to the status of PRC securities market at the time of issuance and based on the inquiry results of the eligible consultation participants pursuant to the requirements of national laws and regulations and regulatory authorities, or by other means approved by the CSRC or the Shanghai Stock Exchange.

(7) Method of issuance: To be conducted through a combination of placings to strategic investors, placings offline to participants of the price consultation process, and offering to qualified investors online at a fixed price, or through any other methods of offering which are authorised by the CSRC or the Shanghai Stock Exchange.

(8) Place of listing: Science and Technology Innovation Board.

(9) Time of issuance and listing: Shanghai Henlius will choose an appropriate time for issuance after the approval of the Shanghai Stock Exchange and the registration with the CSRC, and the specific time of issuance will be determined by the board

– 6 – LETTER FROM THE BOARD

of directors of Shanghai Henlius or its authorised persons as authorised by the shareholders’ meeting of Shanghai Henlius after the approval of the Shanghai Stock Exchange and the registration with the CSRC.

(10) The use of proceeds of the issuance: According to the actual situation of Shanghai Henlius, the funds raised from this issuance will be initially considered for biosimilar and innovative drug research and development (R&D) projects, biomedical industrialization base projects and replenishment of working capital after deducting issuance costs (the ‘‘Proceeds Investment Projects’’). Shanghai Henlius may make specific adjustments to the above uses in accordance with market conditions, policy adjustments and the opinions of regulators.

The abovementioned issuance plan is a preliminary plan which is subject to the review of the Shanghai Stock Exchange and submission to the CSRC to implement issuance registration procedures.

The proposal will be put to shareholders of the Company for consideration and approval at the EGM as a special resolution.

B. Reasons for and benefits of the Proposed Shanghai Henlius Listing

Notwithstanding the interest of Shanghai Henlius held by the Group will be diluted upon the completion of the Proposed Shanghai Henlius Listing, the listing on the Science and Technology Innovation Board is conducive for Shanghai Henlius to expanding financing channels, connecting with the domestic capital market directly, realizing independent financing and strengthening and expanding the monoclonal antibody drug-related business, so as to improve the overall profitability of the Group in the future. Meanwhile, the listing on the Science and Technology Innovation Board is conducive to realizing value discovery and value creation, strengthening the liquidity of assets of the Group, enhancing their debt repayment capability and reducing the operating risks of the Group.

C. Information about the Group and Shanghai Henlius

The Group is a leading healthcare group in thePRCandprimarilyengagedinbusiness segments including pharmaceutical manufacturing and R&D, medical devices and medical diagnosis, healthcare services, as well as pharmaceutical distribution and retail.

Shanghai Henlius is primarily engaged in R&D, manufacturing and sale of monoclonal antibody drugs and the provision of related technical services.

– 7 – LETTER FROM THE BOARD

The extracted financial information of Shanghai Henlius is based on its audited consolidated financial statements (prepared in accordance with International Financial Reporting Standards on a consolidated basis) for the two years ended 31 December 2019:

For the year ended For the year ended 31 December 2018 31 December 2019 RMB’000 RMB’000

Loss before tax (500,220) (874,810) Loss after tax (504,789) (875,465)

As at 31 December 2019, the audited net asset value of Shanghai Henlius was approximately RMB4,000.42 million.

D. Proposed use of proceeds

According to the actual situation of Shanghai Henlius, the funds raised from the Proposed Shanghai Henlius Listing will be initially considered for biosimilar and innovative drug R&D projects, biomedical industrialization base projects and replenishment of working capital after deducting issuance costs. Shanghai Henlius may make specific adjustments to the investment projects utilising the proceeds in accordance with market conditions, policy adjustments and the opinions of regulators.

E. Financial impacts of the Proposed Shanghai Henlius Listing

After the completion of the Proposed Shanghai Henlius Listing, it is expected that Shanghai Henlius will continue to be a non-wholly owned subsidiary of the Company. The Proposed Shanghai Henlius Listing will be accounted for as an equity transaction and will not result in any gain or loss being recognized in the consolidated statement of profit or loss and other comprehensive income of the Group.

F. Hong Kong Listing Rules implications

Shanghai Henlius was incorporated in the PRC in 2010 and the H Shares of which have been listed on the Main Board of the Hong Kong Stock Exchange since 25 September 2019. As at the Latest Practicable Date, the Company (through its subsidiaries) indirectly own approximately 53.33% of the total issued shares in Shanghai Henlius.

Assuming the maximum issue of the A shares of Shanghai Henlius pursuant to the Proposed Shanghai Henlius Listing (and assuming the full exercise of the over-allotment option), the Company will continue to indirectly hold no less than approximately 41.42% of the issued shares of Shanghai Henlius immediately after the completion of the Proposed Shanghai Henlius Listing, and Shanghai Henlius will remain as a subsidiary of the Company and will continue to be consolidated in the accounts of the Group.

– 8 – LETTER FROM THE BOARD

Pursuant to Rule 14.29 of the Hong Kong Listing Rules, the Proposed Shanghai Henlius Listing, if materializes, will constitute a deemed disposal of the interests of the subsidiary of the Company. As one or more applicable percentage ratios in respect of the Proposed Shanghai Henlius Listing are expected to be more than 5% but less than 25%, the Proposed Shanghai Henlius Listing is expected to constitute a possible discloseable transaction of the Company under the Hong Kong Listing Rules, and will be subject to the notification and announcement requirements under Chapter 14 of the Hong Kong Listing Rules.

Shareholders of the Company and potential investors are advised to note that the Proposed Shanghai Henlius Listing is subject to, among other things, the approval of shareholders of the Company and shareholders of Shanghai Henlius, the approval of the CSRC and the Shanghai Stock Exchange and market conditions. Accordingly, there is no assurance that the Proposed Shanghai Henlius Listing will take place or as to when it may take place. Shareholders of the Company and potential investors should therefore exercise caution when dealing in the securities of the Company. Any person who is in doubt about his/her/its position or any action to be taken is recommended to consult his/ her/its own professional advisers.

V. RESOLUTION IN RELATION TO THE AUTHORISATION TO HANDLE AT ABSOLUTE DISCRETION MATTERS RELEVANT TO THE PROPOSED SHANGHAI HENLIUS LISTING

The Board has approved the resolution in relation to, among others, the authorisation to the chairman of the Board and/or president of the Company to handle, at his/their absolute discretion, matters relevant to the Proposed Shanghai Henlius Listing, which shall be effective for 24 months from the date of passing the resolution at the general meeting of the Company.

The resolution will be put to the shareholders of the Company at the EGM for consideration and approval as a special resolution.

VI. ENTERING INTO OF THE MUTUAL SUPPLY FRAMEWORK AGREEMENT

On 6 April 2020, the Board considered and approved the resolution in relation to the entering into of the Mutual Supply Framework Agreement with Sinopharm, and proposed to the shareholders of the Company at the EGM for consideration and approval of entering into the Mutual Supply Framework Agreement, as well as granting authorisation to the Company’s management or its authorised persons to deal with specific matters in relation to the Mutual Supply Framework Agreement, including but not limited to modifying, signing and executing relevant agreements.

– 9 – LETTER FROM THE BOARD

An ordinary resolution will be proposed at the EGM to consider and approve the entering into of the Mutual Supply Framework Agreement. The principal terms of the Mutual Supply Framework Agreement are summarised as follows.

A. Related party and relationship

Sinopharm

Registered address : 6/F, No. 221, Fuzhou Rd., Huangpu District, Shanghai

Legal representative : Li Zhiming

Registered capital : RMB2,971,656,191

Type of registration : Company with limited liability (listed and state-controlled)

Scope of business : Holding of industrial investments, trustee management and asset restructuring for pharmaceutical enterprises, wholesale of proprietary Chinese medicines, Chinese herbal medicines, chemical medicine preparations, chemical drug substances, antibiotics, biochemical drugs, biological products, narcotic drugs, psychotropic drugs, toxic drugs for medical use (in line with the scope of business), in vitro diagnostic reagents (‘‘IVD regents’’), vaccines, anabolic agents and peptide hormones, medical device operation, food distribution management (non-physical method), technology development, technology transfer, technical consultation, technical service in the field of medical technology, chemical raw materials and products (except hazardous chemicals, monitoring chemicals, fireworks and firecrackers, civilian explosives, flammable and explosive items), corporate management consulting, business consulting, market information consulting and investigation (not including social surveys, social investigations, opinion survey and public opinion polls), data processing services, e-commerce (not including value-added telecommunications financial services), disinfection products, daily necessities, sales of textiles and knitwear, sporting goods, household appliances, electronic products, furniture, toys, edible agricultural products, cosmetics, stationary and sporting goods, design, produce or acting as agent of, publish domestic and foreign advertisements, domestic trade (except trade requiring a special permit), logistics and related consulting services as well as engaging in the import and export of various kinds of goods and technologies (without the Catalogue of Import and Export Commodities attached), except for the import and export goods and technologies which are restricted or prohibited by the State. For items which required license according to the law, its operation shall only commence after receiving approval from relevant authorities.

– 10 – LETTER FROM THE BOARD

As Mr. Chen Qiyu, an executive Director, serves as a non-executive director of Sinopharm, and certain senior management of the Company also serve as non-executive directors of Sinopharm, pursuant to the SSE Listing Rules and the SSE Related Party Transaction Guideline, Sinopharm is a related party of the Company under the SSE Listing Rules, but is not a connected person of the Company under the Hong Kong Listing Rules. The ongoing transactions between the Group and Sinopharm Group constitute ongoing related party transactions as defined under the SSE Listing Rules, but do not constitute connected transactions as defined under the Hong Kong Listing Rules.

B. Details of the Mutual Supply Framework Agreement

1. Parties

(a) The Company; and

(b) Sinopharm.

2. Contracted parties

(a) The Group; and

(b) Sinopharm Group.

3. Principal transactions

(a) Within the scope of the Group’s ordinary course of business, the Company and/or its subsidiaries sell to Sinopharm and/or its subsidiaries materials and/ or products and provide services relating to and necessary for their respective businesses from time to time.

(b) Within the scope of the Group’s ordinary course of business, Sinopharm and/ or its subsidiaries sell to the Company and/or its subsidiaries materials and/or products and provide services relating to and necessary for their respective businesses from time to time.

4. Term

The Mutual Supply Framework Agreement shall be effective from 1 January 2020 to 31 December 2022.

– 11 – LETTER FROM THE BOARD

5. Estimation of annual transaction amount under the Mutual Supply Framework Agreement

The detailed estimates of transactions between the Group and Sinopharm Group from 2020 to 2022 is as follows:

Unit: RMB’0,000

Estimated Estimated Estimated amount for amount for amount for Type of transaction Details of transaction 2020 2021 2022

Sale of raw materials or Pharmaceutical products and 600,000 800,000 1,050,000 goods to Sinopharm medical devices etc. Group

Procurement of raw Pharmaceutical products, raw 40,000 52,000 67,500 materials or goods from materials, reagents and Sinopharm Group medical devices etc.

Provision of services to Provision of services 10 15 20 Sinopharm Group

Receipt of services from Receipt of services 2,000 4,000 5,000 Sinopharm Group

6. Effectiveness

Mutual Supply Framework Agreement shall be effective upon approval of the authorised decision-making bodies of the Company and Sinopharm.

C. Pricing basis

(1) Price is determined in accordance with the principle of market fairness and with reference to drug prices approved by local statutory pricing authorities, subject to adjustments based on reasonable profit from product sales and distribution and provision of services. In determining reasonable profit, the parties take into consideration the prices for selling and providing relevant products and services by both parties and/or their subsidiaries to other independent third parties, the profit level of other peer companies for selling and providing similar products and services, the actual situation (such as business scale) and market conditions of the products and services etc.

(2) Under the same conditions, the price offered by one party and/or its subsidiaries to the other party and/or its subsidiaries shall not be more favourable than that offered to other independent third parties.

– 12 – LETTER FROM THE BOARD

D. Purpose of entering into the Mutual Supply Framework Agreement and the impacts on the Company

The Mutual Supply Framework Agreement was entered into by the Company and Sinopharm on the principle of voluntariness, equality, reciprocity and fairness and based on market price. The entering into of the Mutual Supply Framework Agreement is conducive in promoting the Group’s operating efficiency, and is in the interest of the Company and its shareholders as a whole, without prejudice to the interests of the Company and non-related shareholders or to the Company’s independence.

E. Opinion of independent non-executive Directors

After review, the opinion of the independent non-executive Directors is set out as follows: the entering into of the Mutual Supply Framework Agreement is in compliance with the provisions of the PRC Company Law, the PRC Securities Law, the SSE Listing Rules, the SSE Related Party Transaction Guideline and relevant laws and regulations. The basis for the pricing of the transactions is fair and reasonable without prejudice to the interests of the Company and its shareholders, particularly the minority shareholders.

VII. ESTIMATED ONGOING RELATED PARTY TRANSACTIONS FOR 2020

An ordinary resolution will be proposed at the EGM to consider and approve the estimates of ongoing related party transactions for 2020. The detailed estimates of ongoing related party transactions of the Group for 2020 are as follows:

A. Estimates of Ongoing Related Party Transactions for 2020

Based on the related party transactions of the Group carried out in the recent years as well as the future development needs, the estimates for the ongoing related party transactions of the Group for 2020 are shown as below:

Unit: RMB

Amount Estimated incurred for amount for Type of Transaction Related Party Details of transaction 2019 2020

Procurement of raw Sinopharm (Note 1) Pharmaceutical products, 263,224,073.00 400,000,000 materials or goods from (Note 9) raw materials, reagents, related party medical devices etc. Zhejiang DI’AN Diagnostic products etc. 1,684,578.56 1,000,000 Diagnostics Co., Ltd.* (迪安診斷技術集團股份有限公司) (Note 1) (Note 2) C.Q. Pharmaceutical Pharmaceutical products, 5,602,194.74 25,000,000 Holding Co., Ltd.* raw materials, reagents (重藥控股股份有限公司) etc. (Note 1)

– 13 – LETTER FROM THE BOARD

Unit: RMB

Amount Estimated incurred for amount for Type of Transaction Related Party Details of transaction 2019 2020

Gland Chemicals Pvt Ltd Raw materials, 101,389,009.00 200,000,000 intermediates etc. Saladax Biomedical, Inc. Diagnostic products etc. 7,520,634.61 10,000,000 Fosun International Consumer goods, software, 512,741.60 600,000,000 (Note 1) (Note 5) gifts and supplies related to pandemic control etc. Shanghai Xingyao Med-tech Pharmaceutical products, 1,680,751.75 2,000,000 Development Co., Ltd.* raw materials, reagents (上海星耀醫學科技發展 etc. 有限公司) (Note 3) Anhui Shanhe Medical Pharmaceutical products, 6,254,490.20 10,000,000 Accessories Company adjuvants etc. Limited* (安徽山河藥用輔料股份有限公司) (Note 1) Subtotal / 387,868,473.46 1,248,000,000

Lease of devices to related New Frontier Medical devices 263,770.17 1,000,000 party Health Corporation (Note 1) (Note 4) Subtotal / 263,770.17 1,000,000

Sales of raw materials or Sinopharm (Note 1) Pharmaceutical products, 3,134,215,728.43 6,000,000,000 goods to related party (Note 9) medical devices etc. Zhejiang DI’AN Diagnostic products etc. 46,202,822.45 8,000,000 Diagnostics Co., Ltd. (Note 1) (Note 2) New Frontier Health Medical devices etc. 464,630.94 5,000,000 Corporation (Note 1) (Note 4) C.Q. Pharmaceutical Pharmaceutical products, 448,804,069.09 600,000,000 Holding Co., Ltd. raw materials, reagents (Note 1) etc. Shanghai LinkedCare Medical devices etc. 7,952,544.21 20,000,000 Information Technology Co., Ltd. Gland Chemicals Pvt Ltd Pharmaceutical products etc. 0.00 10,000,000 Intuitive Surgical-Fosun Medical devices etc. 23,985,438.89 50,000,000 Medical Technology (Shanghai) Co., Ltd.* (直觀復星醫療器械技術(上海)有限公司) Intuitive Surgical-Fosun Medical devices etc. 14,156,780.31 50,000,000 (Hongkong) Co., Limited. Jingfukang Pharmaceutical Pharmaceutical products etc. 3,103,844.17 5,000,000 Co., Ltd.* (頸復康藥業集團有限公司) (Note 1)

– 14 – LETTER FROM THE BOARD

Unit: RMB

Amount Estimated incurred for amount for Type of Transaction Related Party Details of transaction 2019 2020

Shanghai Xingyao Med-tech Pharmaceutical products etc. 8,348,126.53 8,000,000 Development Company Limited (Note 3) Fosun International Supplies related to 0.00 250,000,000 (Note 1) (Note 5) pandemic control Shanghai Fosun Foundation Drugs, diagnostic products, 0.00 80,000,000 (Note 6) equipment products etc. Subtotal / 3,687,233,985.02 7,086,000,000

Rental and property Fosun International (Note 1) Property leasing and receipt 12,997,195.40 40,000,000 management of property management services Fosun International (Note 1) Property leasing and 14,638,173.27 20,000,000 provision of property management services Shanghai LONZA Fosun Property leasing and 646,788.87 1,000,000 Pharmaceutical Science provision of property and Technology management services Development Co., Ltd. Tong De Equity Investment Property leasing and 906,953.77 1,000,000 Management (Shanghai) provision of property Co., Ltd. management services Fosun Kite Biotechnology Property leasing and 12,247,313.49 20,000,000 Co., Ltd. provision of property management services Intuitive Surgical-Fosun Property leasing and 166,492.31 1,000,000 Medical Technology provision of property (Shanghai) Co., Ltd. management services Dhananjaya Partners LLP Property leasing 230,249.95 1,000,000 Sasikala Properties LLP Property leasing 82,729.96 1,000,000 Shanghai Xingyao Med-tech Property leasing and 1,219,042.97 1,500,000 Development Co., Ltd. provision of property (Note 3) management services Shanghai Fosun Bund Real Property leasing and receipt 4,509,192.62 10,000,000 Estate Co., Ltd.* (上海 of property management 復星外灘置業有限公司) services (formerly Shanghai Zhengda Bund Int’l Finance Center Real Estate Co., Ltd.* (上海證大外灘國際金融服務中心置業有限公司)) Shanghai Xingmai Property leasing and 0.00 2,000,000 Information Technology provision of property Co., Ltd.* (上海杏脈 management services 信息科技有限公司)

– 15 – LETTER FROM THE BOARD

Unit: RMB

Amount Estimated incurred for amount for Type of Transaction Related Party Details of transaction 2019 2020

Shanghai Xingchen Property leasing and 0.00 1,000,000 Children’s Hospital Co., provision of property Ltd.* (上海星晨兒童醫 management services 院有限公司) Subtotal / 47,644,132.61 99,500,000

Provision of services to Fosun International (Note 1) Provision of services 607,581.76 12,000,000 related party/Receipt of Shanghai LONZA Fosun Provision of services 1,677,295.27 10,000,000 services from related Pharmaceutical Science party and Technology Development Co., Ltd Tong De Equity Investment Provision of services 36,301.80 100,000 Management (Shanghai) Co., Ltd. Sinopharm (Note 1) Provision of services 21,698.11 100,000 (Note 9) Shanghai Anbo Provision of services 0.00 50,000 Biopharmaceutical Limited Liability Company Fosun Kite Biotechnology Provision of services 3,572,915.08 12,000,000 Co., Ltd. Intuitive Surgical-Fosun Provision of services 128,597.95 1,000,000 Medical Technology (Shanghai) Co., Ltd. CMIC (Suzhou) Provision of services 134,101.24 500,000 Pharmaceutical Technology Co., Ltd. Shanghai Xingmai Provision of services 118,834.90 500,000 Information Technology Co., Ltd. Shanghai Qinmiao Provision of services 26,756.93 500,000 Technology Company Limited* (上海親苗科技有限公司) Zhejiang DI’AN Provision of services 4,905,968.92 500,000 Diagnostics Co., Ltd. (Note 1) (Note 2) Fosun International (Note 1) Provision of services 1,007,718.82 30,000,000 Shanghai LinkedCare Provision of services 109,244.95 1,500,000 Information Technology Co., Ltd.* (上海領健信息技術有限公司) CMIC (Suzhou) Provision of services 3,236,534.00 10,000,000 Pharmaceutical Technology Co., Ltd. Sinopharm (Note 1) Provision of services 0.00 20,000,000 (Note 9)

– 16 – LETTER FROM THE BOARD

Unit: RMB

Amount Estimated incurred for amount for Type of Transaction Related Party Details of transaction 2019 2020

Fosun United Health Provision of services 752,375.98 3,000,000 Insurance Co., Ltd.* (復星聯合健康保險股份有限公司) Subtotal / 16,335,925.71 101,750,000

Transfer of distribution Intuitive Surgical-Fosun Transfer fee 245,384,431.08 350,000,000 rights to related party Medical Technology (Shanghai) Co., Ltd., Intuitive Surgical-Fosun (Hongkong) Co., Limited. Subtotal / 245,384,431.08 350,000,000

Donation through related Shanghai Fosun Foundation Cash, drugs, diagnostic 11,915,254.99 50,000,000 party (Note 7) products, equipment products etc. Subtotal 11,915,254.99 50,000,000

Provision of loans by Shanghai Fosun Group Loans (Maximum daily 300,000,000.00 1,000,000,000 related party Finance Corporation value) Limited (Note 8) Deposits in related party Deposits (Maximum daily 979,534,575.50 1,000,000,000 value) Other financial services Service fee 0.00 1,000,000 Subtotal / 1,279,534,575.50 2,001,000,000

Total / 5,676,180,548.54 10,937,250,000

Note 1: Refers to ‘‘it and/or its subsidiaries’’.

Note 2: Zhejiang DI’AN Diagnostics Co., Ltd. ceased to be a related party of the Company since March 2020, thus the estimation period for the amount estimated for 2020 is January to February 2020.

Note 3: Shanghai Xingyao Med-tech Development Co., Ltd.* (上海星耀醫學科技發展有限公司) became a controlling subsidiary of the Company since March 2020, thus the estimation period for the amount estimated for 2020 is January to March 2020.

Note 4: The amount incurred for 2019 occurred between the Group and Healthy Harmony Holdings L.P., which is currently a subsidiary of New Frontier Health Corporation.

Note 5: As the relevant subsidiaries of the Group were qualified for medical devices, diagnostic reagents, pharmaceutical operation and import and export of qualifications, for the global procurement of and assistance with medical supplies during the 2020 COVID-19 pandemic, the Group provided import and export agency, logistics services in relation to, and supply of, relevant epidemic prevention supplies (including but not limited to pharmaceutical products, diagnostic products, medical devices etc.) to Fosun International and its subsidiaries.

– 17 – LETTER FROM THE BOARD

Note 6: As the relevant subsidiaries of the Group were qualified for medical devices, diagnostic reagents, pharmaceutical operation and import and export of qualifications, for the global procurement of and assistance with medical supplies during the 2020 COVID-19 pandemic, the Group provided services in relation to import and export agency, logistics and supply of relevant epidemic prevention supplies (including but not limited to pharmaceutical products, diagnostic products, medical devices etc.) for Shanghai Fosun Foundation.

Note 7: Due to the COVID-19 pandemic, the Group has donated to the recipient through the Shanghai Fosun Foundation in 2020.

Note 8: The ongoing related party transactions, such as deposits, loans and other financial services between the Group and Shanghai Fosun Group Finance Corporation Limited from 2020 to 2022, as well as relevant annual estimations, were approved by shareholders of the Company at the 2019 second extraordinary general meeting of the Company held on 21 October 2019.

Note 9: Daily related party transactions including mutual supply of products and services between the Group and Sinopharm Group from 2020 to 2022 and the relevant annual cap have been considered and approved by the thirteenth meeting of the eighth Board (extraordinary meeting) and have been submitted to the EGM for a separate consideration. For details, please refer to the section headed ‘‘VI.Enteringintoofthe Mutual Supply Framework Agreement’’ in this circular.

B. Profile of Related Parties and Relationships Under the Estimates of Ongoing Related Party Transactions for 2020

1. Sinopharm

Registered address : 6/F, No. 221 Fuzhou Road, Huangpu District, Shanghai

Legal representative : Li Zhiming

Registered capital : RMB2,971,656,191

Type of registration : Company limited by shares (listed and state-controlled)

– 18 – LETTER FROM THE BOARD

Scope of business : Holding of industrial investments, trustee management and asset restructuring for pharmaceutical enterprises, wholesale of proprietary Chinese medicines, Chinese herbal medicines, chemical medicine preparations, chemical drug substances, antibiotics, biochemical drugs, biological products, narcotic drugs, psychotropic drugs, toxic drugs for medical use (in line with the scope of business), in vitro diagnostic reagents (‘‘IVD regents’’), vaccines, anabolic agents and peptide hormones, medical devices, food distribution management (non-physical), technology development, technology transfer, technology consultation and technology service in the field of medical technology, chemical materials and products (excluding the hazardous chemicals, controlled chemicals, fireworks and crackers, civil explosives, flammable and explosive items), corporate business management consulting, business advisory, business information consulting and screening (it’s forbidden to be engaged in social research, social survey, opinion survey, and opinion poll), data processing services, e-commerce (it is forbidden to be engaged in value-added telecommunications financial services), sterilizers, daily necessities, textiles and knitwear, sales of sporting goods, household appliances, electronic products, furniture, toys, edible agricultural products, cosmetics and stationery and sporting goods, design, production agency and release of various types of domestic and foreign advertisements, domestic trade (except trade requiring a special permit), logistics and related consulting services as well as engaging in the import and export of various goods and technologies (without the Catalogue of Import and Export Commodities attached), except for the import and export goods and technologies which are restricted or prohibited by the State. For items which required license according to the law, its operation shall only commence after receiving approval from relevant authorities.

Relationship : According to SSE Listing Rules and SSE Related Party Transaction Guideline, Sinopharm is a related party of the Company.

– 19 – LETTER FROM THE BOARD

2. Zhejiang DI’AN Diagnostic Co., Ltd. (‘‘D.A. Diagnostic’’)

Registered address : 5/F, Block 2, No. 329 Jinpeng Street, Xihu District, Hangzhou, Zhejiang

Legal representative : Chen Haibin

Registered capital : RMB620,458,296

Type of registration : Other company limited by shares (listed)

Scope of business : Development of diagnostic and medical technologies, technical service and consultation, investment in the medical sector, production, processing (limited to operation of branches) and distribution of medical equipment (limited to the domestic Category I), business consulting and training service, development of computer software technologies and technical service, maintenance of computer information systems, the wholesale of medical equipment (operating with license for businesses requiring an administrative permit), as well as engaged in import and export.

Relationship : According to SSE Listing Rules and SSE Related Party Transaction Guideline, D.A. Diagnostic is a related party of the Company from January to February 2020.

3. C.Q. Pharmaceutical Holding Co., Ltd. (‘‘C.Q. Pharmaceutical Holding’’)

Registered address : No. 333 Jinshi Avenue, Yubei District, Chongqing

Legal representative : Liu Shaoyun

Registered capital : RMB1,728,184,696

Type of registration : Company limited by shares (listed company)

– 20 – LETTER FROM THE BOARD

Scope of business : Investment in pharmaceutical R&D and sales projects, elderly care and health care programs, health management projects, hospitals and hospital management projects with its own funds (it’s forbidden to be engaged in operations that absorb public deposits or absorb public deposits in disguised form and that issue loans, financial services such as securities and futures, and personal finance services; operations subject to approval according to laws and administrative regulations cannot be conducted unless approval is granted), pharmaceutical R&D, road general cargo transport, international and domestic freight transport agency, warehousing services (excluding storage of dangerous goods), rent of self-owned houses, import and export of goods and technologies, hospital management, and health management. For items which required license according to the law, its operation shall only commence after receiving approval from relevant authorities.

Relationship : According to the SSE Listing Rules and SSE Related Party Transaction Guideline, C.Q. Pharmaceutical Holding is a related party of the Company.

4. Gland Chemicals Pvt Ltd (‘‘Gland Chemicals’’)

Place of registered : India

Chairman : Dr. Ravi Penmetsa

Scope of business : Production and sale of chemicals, drug substances and intermediates

Relationship : According to the SSE Listing Rules and SSE Related Party Transaction Guideline, Gland Chemicals is a related party of the Company.

5. Saladax Biomedical, Inc. (‘‘Saladax’’)

Registered address : the United States

Relationship : According to the SSE Listing Rules and SSE Related Party Transaction Guideline, Saladax is a related party of the Company.

– 21 – LETTER FROM THE BOARD

6. Fosun International

Place of registration : Hong Kong

Director : Guo Guangchang

Main business : healthy, happy and abundant ecology

Relationship : According to the SSE Listing Rules and SSE Related Party Transaction Guideline, Fosun International is a related party of the Company.

7. Shanghai Xingyao Med-tech Development Co., Ltd. (上海星耀醫學科技發展有限公司)(‘‘Xingyao Med-tech’’)

Registered address : Room 393, No. 17 of Kangshi Road of Pudong New Area

Legal representative : Yang Zhijun

Registered capital : RMB10 million

Type of registration : Limited liability company (wholly-owned legal person invested or controlled by a non-natural person)

Scope of business : Sales and production of medical apparatus and four technical services, sales and production of biochemical preparations and four technical services, industrial investment, sales of hardware and electrical equipment, disinfectants, daily necessities and labor protection supplies, business information consultation, corporate management, wholesale of class I medical devices, wholesale of class II medical devices, operation of class III medical devices, rental of medical devices and imports and exports of cargo and technology. For those subject to license control under the law, approvals shall be obtained from the relevant authorities before commencement of such operation.

Relationship : According to the SSE Listing Rules and SSE Related Party Transaction Guideline, Xingyao Med-tech is a related party of the Company from January to March 2020.

– 22 – LETTER FROM THE BOARD

8. Anhui Shanhe Pharmaceutic Adjuvant Company Limited* (安徽山河藥用輔料股份有限公司)(‘‘Shanhe Pharmaceutic Adjuvant’’)

Registered address : Huainan Economic and Technological Development Zone, Anhui Province

Legal representative : Yin Zhenglong

Registered capital : RMB139,200,000

Type of registration : Other company limited by shares (listed)

Scope of business : Production of pharmaceutic adjuvants, pharmaceutical intermediates, production and sales of fine chemical products (excluding hazardous chemicals and controlled chemicals), operation of its own products and their import and export as well as sales of domestic and foreign adjuvants and their import and export as an agent (except for the import and export goods and technologies which are restricted or prohibited by the State), and production of food additives (within the scope permitted by the production license). For those subject to license control under the law, approvals shall be obtained from the relevant authorities before commencement of such operation.

Relationship : According to the SSE Listing Rules and SSE Related Party Transaction Guideline, Shanhe Pharmaceutic Adjuvant is related party of the Company.

9. New Frontier Health Corporation (‘‘NFH’’)

Place of registration : Cayman Islands

Chairman : Kam Chung Leung

Principle business : United Family Hospital and Clinics

Relationship : According to the SSE Listing Rules and SSE Related Party Transaction Guideline, NFH is a related party of the Company.

– 23 – LETTER FROM THE BOARD

10. Shanghai LinkedCare Information Technology Co., Ltd.* (上海領健信息技術有限公司)(‘‘LinkedCare Information’’)

Registered address : Room 103, No. 10–11, Lane 912, Bibo Road, China (Shanghai) Pilot Free Trade Zone

Legal representative : Wu Zhijia

Registered capital : RMB14,765,392

Type of registration : Limited liability company (invested or held by a natural person)

Scope of business : Technology development, technology consulting, technology transfer and technology services in the fields of information technology, computer technology, pharmaceutical technology, biotechnology and healthcare; sale of computer hardware and software and accessories; e-commerce (it is forbidden to be engaged in financial services); medical equipment business; sale of instrumentation, electronic products, rubber products, cosmetics, general merchandise, sterilizers, hygiene products, office supplies, sales of craft gifts (except for ivory and its products), publication management; exhibition and show services, conference services, and telecommunications services; corporate business management consulting, business information consulting, and health consulting; marketing planning; business information consulting and screening (it’s forbidden to be engaged in social research, social survey, opinion survey, and opinion poll); design, production, agency, and release of all kinds of advertisements; and imports and exports of goods and technologies. For items which required license according to the law, its operation shall only commence after receiving approval from relevant authorities.

Relationship : According to the SSE Listing Rules and SSE Related Party Transaction Guideline, LinkedCare Information is a related party of the Company.

– 24 – LETTER FROM THE BOARD

11. Intuitive Surgical-Fosun Medical Technology (Shanghai) Co., Ltd. (‘‘Intuitive Fosun Shanghai’’)

Registered address : Floor 1 and 2, Block 1, No. 168 and 178 Banxia Road, Pudong New District, Shanghai

Legal representative : DAVID JOSEPH ROSA

Registered capital : USD100 million

Type of registration : Limited liability company (Sino-foreign joint venture)

Scope of business : R&D of class I, class II, and class III medical apparatus and instruments and related components and parts, production of medical robot systems and supporting consumables, transfer of their own R&D results; and wholesale, import and export, and commission agency (except auction) of class I, class II, and class III medical apparatus and instruments and related components and parts as well as related ancillary after-sales and technical services. For items which require license according to the law, its operation shall only commence after receiving approval from relevant authorities.

Relationship : According to the SSE Listing Rules and SSE Related Party Transaction Guideline, Intuitive Fosun Shanghai is a related party of the Company.

12. Intuitive Surgical-Fosun Medical Technology (Hongkong) Co., Ltd. (‘‘Intuitive Fosun Hong Kong’’)

Place of registration : Hong Kong

Chairman : DAVID JOSEPH ROSA

Principal operations : Sales of medical equipment

Relationship : According to the SSE Listing Rules and SSE Related Party Transaction Guideline, Intuitive Fosun Hong Kong is a related party.

– 25 – LETTER FROM THE BOARD

13. Jingfukang Pharmaceutical Co., Ltd.* (頸復康藥業集團有限公司) (‘‘Jingfukang’’)

Registered address : Chengde Hi-Rank & Hi-Tech Industries Development Zone

Legal representative : Li Shenming

Registered capital : RMB60 million

Type of registration : Other limited liability company

Scope of business : Production and sales of granules, hard capsule, tablets, mixtures, oral solution, tincture, syrup, soft capsule, pills (water pill, water-honeyed pill, honey pill and condensed pill), rubber paste, pharmaceutic adjuvant, class I medical device, food and dairy products; operation of the export of its own products and relevant technologies; operating the import of raw and collateral materials and mechanic equipment necessary for its own production and research; operating the processing of incoming materials and ‘‘three-plus-one’’ business; transfer of drug research results and new product and technological achievement and technical consulting; technical service; planting and sale of Chinese medicine (excluding varieties restricted by the State); import and sales of daily necessities; the following items are limited to branch institutions that have obtained business qualifications: eupolyphaga breeding and sales; production and sales of APIs and Chinese medicine extracts; general cargo road transport (excluding flammable and explosive hazardous chemicals). For items which require license according to the law, its operation shall only commence after receiving approval from relevant authorities.

Relationship : According to the SSE Listing Rules and SSE Related Party Transaction Guideline, Jingfukang is a related party.

– 26 – LETTER FROM THE BOARD

14. Shanghai Fosun Foundation (‘‘Fosun Foundation’’)

Director : Li Haifeng

Scope of business : Relief for natural disasters, poverty alleviation, disability support, cultural and education public welfare undertakings, youth entrepreneurship and other social undertakings.

Relationship : According to the SSE Listing Rules and SSE Related Party Transaction Guideline, Fosun Foundation is a related party.

15. Shanghai LONZA Fosun Pharmaceutical Science and Technology Development Ltd.* (上海龍沙復星醫藥科技發展有限公司)(‘‘LONZA Fosun’’)

Registered address : Room 225, 226, 227 and 228, Block 7, No. 1999 Zhangheng Road, China (Shanghai) Pilot Free Trade Zone

Legal representative : GORDON EDWARD BATES

Registered capital : RMB100 million

Type of registration : Limited liability company (Sino-foreign joint venture)

Scope of business : Engaged in the research and development of new drugs (antitumor, anti-infection, cardio-cerebrovascular disease), pharmaceutical intermediates and relevant techniques, transfer of self-developed research results, provision of relevant technology consultation and service (operating with license for businesses requiring an administrative permit).

Relationship : According to the SSE Listing Rules and SSE Related Party Transaction Guideline, LONZA Fosun is a related party.

– 27 – LETTER FROM THE BOARD

16. Tong De Equity Interests Investment Management (Shanghai) Co., Ltd.* (通德股權投資管理(上海)有限公司)(‘‘Tongde Equity Interests’’)

Registered address : Room 311, Complex Building, No. 222 Kangnan Road, China (Shanghai) Pilot Free Trade Zone

Legal representative : Xiao Zhenyu

Registered capital : USD2 million

Type of registration : Limited liability company (foreign corporate owned)

Scope of business : Entrusted to manage the investment for equity investment enterprises and provide them with related services, equity investment advisory. For items which require license according to the law, its operation shall only commence after receiving approval from relevant authorities.

Relationship : According to the SSE Listing Rules and SSE Related Party Transaction Guideline, Tongde Equity Interests is a related party.

17. Fosun Kite Biotechnology Co., Ltd.* (復星凱特生物科技有限公司)(‘‘Fosun Kite’’)

Registered address : Floor 2, No. 222 Kangnan Road, China (Shanghai) Pilot Free Trade Zone

Legal representative : RICHARD LIQUN WANG

Registered capital : USD56 million

Type of registration : Limited liability company (Sino-foreign joint venture)

– 28 – LETTER FROM THE BOARD

Scope of business : Technology development, technology transfer, technology consultation, technology service and transfer of technology results; pharmaceutical production; chemical products (excluding the hazardous chemicals, controlled chemicals, fireworks and crackers, civil explosives, precursorchemicals), instrument and apparatus, the import and export of machineries and equipment, the wholesale and commission agency (except for auction), investment consultation (except for finance and securities) in the fields of bio-technology and medical technology (excluding diagnosis and treat, psychological consultation, human stem cell, the technology development and application of gene diagnosis and therapy). For items which require license according to the law, its operation shall only commence after receiving approval from relevant authorities.

Relationship : According to the SSE Listing Rules and SSE Related Party Transaction Guideline, Fosun Kite is a related party.

18. Dhananjaya Partners LLP (‘‘Dhananjaya’’)

Place of registration : India

Executive partner : Smt. K. Jhansi Lakshmi

Principal operations : Real estate leasing

Relationship : According to the SSE Listing Rules and SSE Related Party Transaction Guideline, Dhananjaya is a related party.

19. Sasikala Properties LLP (‘‘Sasikala’’)

Place of registration : India

Executive partner : Smt. K. Jhansi Lakshmi

Principal operations : Real estate leasing

Relationship : According to the SSE Listing Rules and SSE Related Party Transaction Guideline, Sasikala is a related party.

– 29 – LETTER FROM THE BOARD

20. Shanghai Fosun Bund Real Estate Co., Ltd.* (上海復星外灘置業有限公司) (formerly Shanghai Zhengda Bund Int’l Finance Center Real Estate Co., Ltd.* (上海證大外灘國際金融服務中心置業有限公司)) (‘‘Fosun Real Estate’’)

Registered address : Floor 5 (actually floor 4), No. 618 East Zhongshan Road Number Two, Huangpu District, Shanghai

Legal representative : Xu Xiaoliang

Registered capital : RMB7,000 million

Type of registration : Limited liability company (invested or held by a natural person)

Scope of business : In the BUND INT’L FINANCE CENTER 8-1 plot of Huangpu District, engage in the development, construction, and management of real estate projects; property management; selfowned property leasing; parking lot (garage) management; fitness service; and sales: daily necessities, edible agricultural products, arts and crafts, furniture, household items, household appliances, toys, baby products, children’s products, pet products, clothing, apparel accessories, shoes and hats, bags and suitcases, leather products, textiles, watches, spectacles, jewelry, cosmetics, personal care products, computers, mobile phones, communications equipment, electronic products, stationery and sporting goods and fitness products, bicycles, office supplies, decoration materials, auto parts, hardware and electrical equipment, photographic apparatus, kitchen utensils, sanitary ware, flowers and nursery stocks, medical apparatus and instruments, tobacco (a license shall be obtained before commencement of such operation), and alcoholic commodities (bulk wine); catering enterprise management; beauty shop; lavipeditum; e-commerce (it’s forbidden to be engaged in value-added telecommunications and financial services); brand management; conference services; exhibition and show services; ticket agent; design, production, agency, and release of all kinds of advertisements; business information consulting; marketing planning; publication management; high-risk sporting events; and food sale. For items which required license according to the law, its operation shall only commence after receiving approval from relevant authorities.

Relationship : According to the SSE Listing Rules and SSE Related Party Transaction Guideline, Fosun Real Estate is a related party.

– 30 – LETTER FROM THE BOARD

21. Shanghai Xingmai Information Technology Co., Ltd.* (上海杏脈信息科技有限公司)(‘‘Xingmai Information’’)

Registered address : Flat 301, Building 11, No. 825 Xinkaihe Road, Xinhe Town, Chongming County, Shanghai

Legal representative : He Chuan

Registered capital : RMB50 billion

Type of registration : Other company limited by shares

Scope of business : Technology development, technical consulting, technical services, technology transfer in the fields of information, medical, computer technology, computer system integration services, data processing, software development, nutrition and health consulting services, sales of computer software and auxiliary equipment, communication equipment, building automation engineering, communication engineering, engaged in the import and export of goods and technologies, exhibition services, advertising design, production, agency, publishing, operating Internet cultural information services, medical device sales. For items which required license according to the law, its operation shall only commence after receiving approval from relevant authorities.

Relationship : According to the SSE Listing Rules and SSE Related Party Transaction Guideline, Xingmai Information is a related party.

22. Shanghai Xingchen Children Hospital Co., Ltd.* (上海星晨兒童醫院有限公司) (‘‘Shanghai Xingchen’’)

Registered address : A-8, Building 29, No. 1–30, Lane 88, Minbei Road, Minhang District, Shanghai

Legal representative : Zhang Binyun

Registered capital : RMB250 million

Type of registration : Limited liability company (invested or held by a natural person)

– 31 – LETTER FROM THE BOARD

Scope of business : Hospital preparation, investment management, asset management, marketing planning, investment consulting, corporate management consulting, financial consulting (excluding brokerage), business information consulting (consulting projects except brokers) and property services. For items which required license according to the law, its operation shall only commence after receiving approval from relevant authorities.

Relationship : According to the SSE Listing Rules and SSE Related Party Transaction Guideline, Shanghai Xingchen is a related party.

23. Shanghai Anbo Bio-pharmaceutical Limited Liability Company* (上海安博生物醫藥股份有限公司)(‘‘Anbo Biopharmaceutical’’)

Registered address : Room 105–38, Floor 1, Block 2, No. 38, Debao Road, China (Shanghai) Pilot Free Trade Zone

Legal representative : BING LI

Registered capital : RMB386,837,293

Type of registration : Limited liability company (Sino-foreign joint venture, non-listed)

Scope of business : R&D of drugs, healthcare products and sterilizers, technical consultation and service, transfer of self- developed technology, investment consultation (excluding finance and securities). For items which require license according to the law, its operation shall only commence after receiving approval from relevant authorities.

Relationship : According to the SSE Listing Rules and SSE Related Party Transaction Guideline, Anbo Biopharmaceutical is a related party.

24. CMIC (Suzhou) Pharmaceutical Technology Co., Ltd.* (希米科(蘇州)醫藥科技有限公司)(‘‘Suzhou CMIC’’)

Registered address : Room 212, Building A4, No. 218, Xinghu Street, Suzhou Industrial Park

Legal representative : Kong Deli

– 32 – LETTER FROM THE BOARD

Registered capital : RMB20 million

Type of registration : Limited liability company (invested or held by a natural person)

Scope of business : Pharmaceutical technology R&D, technology transfer, technical consulting, technical services. For items which require license according to the law, its operation shall only commence after receiving approval from relevant authorities.

Relationship : According to the SSE Listing Rules and SSE Related Party Transaction Guideline, Suzhou CMIC is a related party.

25. Shanghai Qinmiao Technology Company Limited* (上海親苗科技有限公司) (‘‘Qinmiao Technology’’)

Registered address : Room 325, Complex Building, 222 Kangnan Road, China (Shanghai) Pilot Free Trade Zone

Legal representative : Wang Huainan

Registered capital : RMB26 million

Type of registration : Limited liability company (invested or held by a natural person)

Scope of business : Technology development, technical services, technical consulting, technology transfer,in the fields of smart technology, network technology, information technology, medical technology, data technology, computer software and hardware development and sales nutrition and health consulting services, psychological consulting services, advertisement design, production, agency, publishing, conference services, exhibition services, sales of cosmetics, toys, daily necessities, cultural office supplies, electronics, household appliances, household goods, furniture and pet supplies sales, medical equipment operation, food sales. For items which require license according to the law, its operation shall only commence after receiving approval from relevant authorities.

– 33 – LETTER FROM THE BOARD

Relationship : According to the SSE Listing Rules and SSE Related Party Transaction Guideline, Qinmiao Technology is a related party. 26. FosunUnitedHealthInsuranceCo.,Ltd.*(復星聯合健康保險股份有限公司) (‘‘Fosun Health Insurance’’)

Registered address : 1101-J88 Floor 11, Financial Building at No. 171, Haibin Road, Nansha District, Guangzhou City (for office use only)

Legal representative : Zeng Mingguang

Registered capital : RMB500 million

Type of registration : Other company limited by shares (non-listed)

Scope of business : Health insurance; accidental injury health insurance; reinsurance; short-term health insurance; operation of insurance businesses (specific operation cases are based on Legal Person License for Insurance Company verified and issued by China Insurance Regulatory Commission).

Relationship : According to the SSE Listing Rules and SSE Related Party Transaction Guideline, Fosun Health Insurance is a related party.

27. Shanghai Fosun Group Finance Corporation Limited* (上海復星高科技集團財務有限公司)(‘‘Fosun Finance’’)

Registered address : Room 1602 A, B & C and Room 1603A, No. 1158 Jiangning Road, Putuo District, Shanghai

Legal representative : Zhang Houlin

Registered capital : RMB1,500 million

Type of registration : Limited liability company (invested or held by a natural person)

– 34 – LETTER FROM THE BOARD

Scope of business : Providing member companies with financial advisory, credit verification as well as relevant consulting and agency services, helping member companies to settle transactions, approved insurance agency business, providing member companies with guarantees, handling entrusted loans among member companies and entrusted investment for member companies, handling bill acceptance and discounting for member companies, and designing corresponding settlement and clearing programs, granting loans and financing leases to member companies, engaging in interbank lending, quoted securities investment (fixed income) and consumer credit for products of member entities. For items which required license according to the law, its operation shall only be started after approved by related authorities.

Relationship : According to the SSE Listing Rules and SSE Related Party Transaction Guideline, Fosun Finance is a related party.

C. Basis for the Pricing of Related Party Transactions

The above ongoing related party transactions are conducted in the principles of voluntariness, equality, reciprocity and fairness and based on normal commercial terms. The Group’s transactions with the related parties are basically in line with the same type of transactions conducted with non-related parties in terms method of transaction and principle of pricing. Pricing is determined based on market price standards and after arm’slength negotiations between the parties without prejudice to the interests of the non-related shareholders.

D. Purpose of Related Party Transactions and the Impacts on the Group

1. Necessity and continuity of the transactions

(a) The Group’s business scope includes pharmaceutical manufacturing and R&D, medical devices and medical diagnosis, medical services, pharmaceutical distribution and retail. The Group forms an industry upstream-downstream relationship with related party companies engaged in pharmaceutical/ diagnostic/medical device R&D, production and distribution businesses. Therefore, it is inevitable that procurement, sales and service provision are conducted in the ordinary course of business of the Group.

– 35 – LETTER FROM THE BOARD

(b) As the relevant subsidiaries of the Group were qualified for medical devices, diagnostic reagents, pharmaceutical operation and import and export of qualifications, for the global procurement of and assistance with medical and control supplies during the 2020 COVID-19 pandemic, the Group provided import and export agency and logistics services in relation to, and supply of, relevant epidemic prevention supplies (including but not limited to pharmaceutical products, diagnostic products, medical devices etc.) to related parties.

(c) Rented and leased buildings are primarily used as the daily business premises of the Group and its related party companies.

(d) Transactions conducted with Fosun Finance were for the purpose of optimizing the Group’s financial management, improving the Group’s fund use efficiency, and reducing financing costs and financing risks.

2. Fairness of the transactions

The pricing of the above ongoing related party transactions are determined based on market price standards and therefore the pricing is fair and reasonable, without prejudice to the interests of the Company and its shareholders, particularly the minority shareholders, as a result of the related party transactions.

3. Impacts of the transactions on the independence of the Group

The above ongoing related party transactions arising from the Group’sbusiness model are necessary and are continuing. The independence of the Company is not affected.

E. Opinion of Independent Non-executive Directors

After review, the opinion of the independent non-executive Directors of the Company is set out as follows: the ongoing related party transactions of the Group are necessary for its operation and are in compliance with the provisions of the PRC Company Law, the PRC Securities Law, the SSE Listing Rules, the SSE Related Party Transaction Guideline and the Hong Kong Listing Rules and relevant laws and regulations. The basis for the pricing of the transactions is fair, reasonable and in line with normal commercial terms. Board voting procedures for the related matters are legal and without prejudice to the interests of the Company and its shareholders, particularly the minority shareholders.

– 36 – LETTER FROM THE BOARD

VIII. THE EGM

The notice convening the EGM to be held at to 1:30 p.m. on Thursday, 28 May 2020 at Building A, No. 1289 Yishan Road, Shanghai, the PRC is set out on pages EGM-1 to EGM-3 of this circular. A form of proxy and a reply slip for use at the EGM are enclosed herewith and also published on the websites of the Hong Kong Stock Exchange (http://www.hkexnews.hk) and of the Company (http://www.fosunpharma.com).

IX. CLOSURE OF REGISTER OF MEMBERS

For the purpose of determining the entitlement of holders of H Shares to attend and vote at the EGM, the register of members of the Company for H Shares will be closed from Tuesday, 28 April 2020 to Thursday, 28 May 2020, both days inclusive. In order to qualify for attending and voting at the EGM, unregistered H shareholders of the Company should ensure that all transfer documents for H Shares together with the relevant share certificates should be lodged for registration with the Company’s Hong Kong share registrar for H Shares, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4:30 p.m. on Monday, 27 April 2020.

Whether or not you are able to attend the EGM, you are reminded to complete the reply slip enclosed and lodge it at the Company’s Hong Kong share registrar for H Shares, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong (fax number: (852) 2810 8185) no later than Friday, 8 May 2020 by hand, by post or by fax. The form of proxy shall be lodged at the Company’s Hong Kong share registrar for H Shares, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 24 hours before the holding of the EGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM should you so wish.

X. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Hong Kong Listing Rules, all resolutions put forward at the EGM will be voted on by poll except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Poll results will be announced by the Company by means set out in Rule 13.39(5) of the Hong Kong Listing Rules after the EGM.

XI. RECOMMENDATIONS

The Board considers that all resolutions set out above are fair and reasonable and in the interests of the Company and its shareholders as a whole. Accordingly, the Board recommends that the shareholders vote in favour of the resolutions set out in the notice of EGM.

– 37 – LETTER FROM THE BOARD

XII. FURTHER INFORMATION

Your attention is drawn to the appendices to this circular.

By order of the Board Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* Chen Qiyu Chairman

* for identification purposes only

– 38 – APPENDIX I AMENDMENTS TO THE ARTICLES OF ASSOCIATION

To further improve the corporate governance of the Company, the proposed amendments to the Articles of Association are as follows:

Original Revised

Article 37 If the directors, supervisors, senior Article 37 If the directors, supervisors, senior management members and shareholders holding management members and shareholders holding more than five percent (5%) of the total shares more than five percent (5%) of the total shares of the Company sell the shares held thereby of the Company sell the shares or other within six (6) months after buying the same or securities of equity nature held thereby within buy shares within 6 months after selling the six (6) months after buying the same or buy same, the earnings arising therefrom shall shares or other equity securities within 6 months belong to the Company and the Board of the after selling the same, the earnings arising Company will take back the said earnings. therefrom shall belong to the Company and the However, if a securities company comes to hold Board of the Company will take back the said more than five percent (5%) of the shares by earnings. However, if a securities company buying the shares remaining after an exclusive comes to hold more than five percent (5%) of sale, the said six (6)-month limitation shall not the shares by buying the shares remaining after apply to the selling of such shares, except as an exclusive sale, the said six (6)-month otherwise required by the securities regulatory limitation shall not apply to the selling of such authorities of the State Council. shares, except as otherwise required by the securities regulatory authorities of the State Council.

Shares or other securities of equity nature held by the directors, supervisors, senior management members and natural person shareholders referred to in the preceding paragraph include the shares or other securities of equity nature held by their spouses, parents, children and held by them using others’ accounts.

If the Board of the Company fails to comply If the Board of the Company fails to comply with the provision of the preceding paragraph, with the provision of the preceding paragraph, the shareholders shall have the right to require the shareholders shall have the right to require the Board to execute the provision within thirty the Board to execute the provision within thirty (30) days. If the Board fails to execute the (30) days. If the Board fails to execute the provision within the aforesaid period, the provision within the aforesaid period, the shareholders shall have the right to directly shareholders shall have the right to directly institute legal proceedings in their own names institute legal proceedings in their own names for the interest of the Company at the People’s for the interest of the Company at the People’s court. court.

– I-1 – APPENDIX I AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Revised

If the Board fails to comply with the provision If the Board fails to comply with the provision in the first paragraph, the responsible directors in the first paragraph, the responsible directors shall bear joint liability according to law. shall bear joint liability according to law.

Article 49 Any change in the register of Article 49 If there are provisions in the PRC shareholders for share transfer shall not be laws and regulations and the laws and registered within thirty (30) days prior to the regulations of the location where the date of a shareholders’ general meeting or Company’s shares are listed stipulating the five days before the record date set by the closure of the register of members prior to Company for the purpose of distribution of the shareholders’ general meeting or the dividends. record date set by the Company for the purpose of distribution of dividends, such provisions shall prevail.

Article 59 If any director or senior management Article 59 If any director or senior management member violates laws and administrative member violates laws and administrative regulations or these Articles of Association in regulations or these Articles of Association in fulfilling his/her duties, thereby causing any loss fulfilling his/her duties, thereby causing any loss to the Company, the shareholder(s) severally or to the Company, the shareholder(s) severally or jointly holding one percent (1%) or more shares jointly holding one percent (1%) or more shares of the Company for more than one hundred and of the Company for more than one hundred and eighty (180) consecutive days shall have the eighty (180) consecutive days shall have the right to request the Supervisory Committee in right to request the Supervisory Committee in writing to institute legal proceedings at the writing to institute legal proceedings at the People’s court; if the Supervisory Committee People’s court; if the Supervisory Committee violates laws and administrative regulations or violates laws and administrative regulations or these Articles of Association in fulfilling its these Articles of Association in fulfilling its duties, thereby causing any loss to the duties, thereby causing any loss to the Company, the shareholders shall have the right Company, the shareholders shall have the right to request the Board in writing to institute legal to request the Board in writing to institute legal proceedings at the People’s court (Article 275 proceedings at the People’s court (Article 275 hereof for Settlement of Disputes shall be hereof for Settlement of Disputes shall be applicable if holders of foreign-invested shares applicable if holders of foreign-invested shares are involved). are involved).

– I-2 – APPENDIX I AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Revised

If the Supervisory Committee or the Board If the Supervisory Committee or the Board refuses to institute legal proceedings after refuses to institute legal proceedings after receipt of the aforesaid written request or fails receipt of the aforesaid written request or fails to institute legal proceedings within thirty (30) to institute legal proceedings within thirty (30) days after receipt of the said request, or if under days after receipt of the said request, or if under urgent circumstances that any delay of legal urgent circumstances that any delay of legal proceedings may cause irrecoverable damages to proceedings may cause irrecoverable damages to the interests of the Company, the shareholders the interests of the Company, the shareholders specified in the preceding paragraph shall have specified in the preceding paragraph shall have the right to directly institute legal proceedings at the right to directly institute legal proceedings at the People’scourtintheirownnamesforthe the People’s court in their own names for the interest of the Company (Article 275 hereof for interest of the Company (Article 275 hereof for Settlement of Disputes shall be applicable if Settlement of Disputes shall be applicable if holders of foreign-invested shares are involved). holders of foreign-invested shares are involved).

If any director, supervisor or senior management member violates laws, administrative regulations or the provisions of these Articles of Association in the performance of corporate duties and causes the Company to suffer losses, or if any controlling shareholder or actual controller of the Company infringes upon the Company’s legitimate rights and interests and causes the Company to suffer losses, the Board, independent non-executive directors, shareholders holding more than one percent (1%) of the voting shares or investor protection organization established pursuant to laws, administrative regulations or the provisions of the securities regulatory authority of the State Council that hold shares in the Company (hereinafter as the ‘‘Investor Protection Organization’’), may file a lawsuit with the People’sCourtintheirown names for the interest of the Company, and the shareholding ratio and shareholding period shall not be subject to the provisions of the first two paragraphs of this article (Article 275 hereof for Settlement of Disputes shall be applicable if holders of foreign- invested shares are involved).

– I-3 – APPENDIX I AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Revised

If any other person infringes upon the legitimate If any other person infringes upon the legitimate rights and interests of the Company, thereby rights and interests of the Company, thereby causing any loss to the Company, the causing any loss to the Company, the shareholders specified in Paragraph 1 of this shareholdersspecifiedinParagraph1ofthis Article may institute legal proceedings at the Article may institute legal proceedings at the People’s court pursuant to the preceding two People’s court pursuant to the preceding two paragraphs (Article 275 hereof for Settlement of paragraphs (Article 275 hereof for Settlement of Disputes shall be applicable if holders of Disputes shall be applicable if holders of foreign-invested shares are involved). foreign-invested shares are involved).

If any director or senior management member If any director or senior management member violates the laws and administrative regulations violates the laws and administrative regulations or these Articles of Association, thereby causing or these Articles of Association, thereby causing any loss to the shareholders, the shareholders any loss to the shareholders, the shareholders may institute legal proceedings at the People’s may institute legal proceedings at the People’s court (Article 275 hereof for Settlement of court (Article 275 hereof for Settlement of Disputes shall be applicable if holders of Disputes shall be applicable if holders of foreign-invested shares are involved). foreign-invested shares are involved).

Article 75 A written notice of a general meeting Article 75 A written notice of an annual to be held by the Company shall be given to all general meeting to be held by the Company shareholders, whose names appear in the register shall be given to all shareholders, whose names of members, forty five (45) days (excluding the appear in the register of members, twenty (20) date of issuing the notice and the date of working days before the meeting is held, meeting) before the meeting is held, specifying specifying the matters to be considered at and the matters to be considered at and the date and the date and place of the meeting. place of the meeting. A shareholder who intends to attend the general meeting shall A written notice of an extraordinary general deliver a written reply slip confirming his/her meetingtobeheldbytheCompanyshallbe intention to attend the meeting to the given to all shareholders, whose names Company twenty (20) days (excluding the appear in the register of members, fifteen date of issuing the notice and the date of (15) days or ten (10) working days (whichever meeting) before the meeting is held. is longer) before the meeting is held, specifying the matters to be considered at and the date and place of the meeting.

The date of holding the meeting shall not be The date of holding the meeting shall not be counted for the purpose of determining any time counted for the purpose of determining any time limit hereunder. limit hereunder.

– I-4 – APPENDIX I AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Revised

Oncethenoticeoftheshareholder’s general meeting is given, the venue of onsite general meeting shall not be changed without justifiable reasons. Where a change is necessary, the convener shall, at least two (2) working days prior to the date on which the meeting was originally scheduled, publish an announcement and state the reason.

Article 77 The Company shall, based on the Article 77 A general meeting shall not decide written replies received from shareholders on matters not specified in such twenty (20) days prior to the date of the announcements. general meeting, calculate the number of voting shares held by shareholders intending to attend the meeting. Where the number of voting shares represented by shareholders intending to attend the meeting amounts to more than one-half (1/2) of the Company’s total voting shares, the Company may convene the general meeting; if not, the Company shall, within five (5) days, notify shareholders again of the issues to be considered, and of date and venue of the meetingintheformofapublic announcement. The Company may then convene the general meeting after issuing such announcements.

An extraordinary general meeting shall not decide on matters not specified in such announcements.

Article 79 The notice of a general meeting shall Article 79 Thenoticeofageneralmeetingshall be sent to shareholders (regardless of whether or be sent to shareholders (regardless of whether or not they are entitled to vote at the general not they are entitled to vote at the general meeting) by hand or by prepaid mail. The meeting) by hand or by prepaid mail. The addresses of the recipients shall be such addresses of the recipients shall be such addresses as shown in the register of members. addresses as shown in the register of members.

For holders of domestic-invested shares, such For holders of domestic-invested shares, such notice of the general meeting may also be given notice of the general meeting may also be given by way of announcement. by way of announcement.

– I-5 – APPENDIX I AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Revised

The announcement referred to in the preceding The announcement referred to in the preceding paragraph shall be published in one or more paragraph shall be published in one or more newspapers designated by the securities newspapers designated by the securities regulatory authorities of the State Council regulatory authorities of the State Council during a period from forty five (45) to fifty within the notice period of the shareholder’s (50) days prior to the date of the general general meeting specified in Article 75 of meeting. Once such announcement is made, all these Articles of Association. Once such holders of the domestic-invested shares shall be announcement is made, all holders of the deemed to have received the notice of the domestic-invested shares shall be deemed to general meeting. The announcement of general have received the notice of the general meeting. meeting for overseas-listed foreign-invested The announcement of general meeting for shareholders may be issued on the website of overseas-listed foreign-invested shareholders the SEHK and the Company, or published in maybeissuedonthewebsiteoftheSEHKand one or more newspapers designated thereby. the Company, or published in one or more Once such an announcement is made, all holders newspapers designated thereby. Once such an of the overseas-listed foreign-invested shares announcement is made, all holders of the shall be deemed to have received the notice of overseas-listed foreign-invested shares shall be the relevant general meeting. deemed to have received the notice of the relevant general meeting.

Article 131 Written notice of a meeting of any Article 131 Written notice of a meeting of any class of shareholders of the Company shall be class of shareholders of the Company shall be issued forty five (45) days prior to the date of issued with reference to the requirements of the class meeting to all shareholders of such the notice for holding an extraordinary class whose names appear on the register of general meeting specified in Article 75 of members, specifying the matters to be these Articles of Association to all shareholders considered at and the date and place of the of such class whose names appear on the meeting. Shareholders who intend to attend register of members, specifying the matters to the meeting shall deliver to the Company be considered at and the date and place of the written replies of their intention to attend meeting. twenty (20) days prior to the date of the meeting.

– I-6 – APPENDIX I AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Revised

If the number of voting shares represented by the shareholders who intend to attend such meeting is more than one-half (1/2) of the total number of voting shares of such class, the Company may hold such class meeting; otherwise, the Company shall again notify the relevant shareholders, by way of announcement within five (5) days, of the matters to be considered at and the date and place of the meeting. After such announcement has been made, the Company may hold the class meeting.

Article 135 Directors shall be elected or Article 135 Directors shall be elected or replaced at the shareholders’ general meeting. replaced at the shareholders’ general meeting, The term of office of the Directors shall be and may be removed by the shareholders’ three years. Upon maturity of the current general meeting before the expiration of their term of office, a Director shall be eligible to term of office. The term of office of the offer himself/herself for re-election and Directors shall be three years. Upon maturity reappointment. The general meeting shall not of the current term of office, a Director shall remove a Director from office before his/her be eligible to offer himself/herself for re- term matures without justified reason. election and reappointment.

......

Article 137 Directors shall comply with the law, Article 137 Directors shall comply with the law, administrative regulations and these Articles of administrative regulations and these Articles of Association, and perform their diligence Association, and perform their diligence obligations to the Company as follows: obligations to the Company as follows:

(1) to exercise the rights accredited by the (1) to exercise the rights accredited by the Company in cautious, serious and due Company in cautious, serious and due diligent manners so as to ensure that the diligent manners so as to ensure that the commercial behaviours of the Company be commercial behaviours of the Company be in compliance with the PRC laws, in compliance with the PRC laws, administrative regulations and economic administrative regulations and economic policies, and the commercial activities not policies, and the commercial activities not exceeding the scope of business stipulated exceeding the scope of business stipulated in the business license; in the business license;

(2) to treat all shareholders in a fair and (2) to treat all shareholders in a fair and equitable manner; equitable manner;

– I-7 – APPENDIX I AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Revised

(3) to acquire the knowledge of the business (3) to acquire the knowledge of the business operation and management of the Company operation and management of the Company on a timely basis; on a timely basis;

(4) to sign the written confirmation of regular (4) to sign the written confirmation of reports of the Company and ensure the securities issuance documents and truthfulness, accuracy and completeness of regular reports of the Company, ensure the information disclosed by the Company; that the Company discloses information in atimelyandfairmanner,andensurethe truthfulness, accuracy and completeness of the information disclosed by the Company;

(5) to provide the relevant true details and data (5) to provide the relevant true details and data to the Supervisory Committee, and not to to the Supervisory Committee, and not to interfere with the Supervisory Committee interfere with the Supervisory Committee or supervisors in their exercise of powers; or supervisors in their exercise of powers;

(6) to perform other due diligence obligations (6) to perform other due diligence obligations imposedbylaws,administrative imposed by laws, administrative regulations, departmental rules and these regulations, departmental rules and these Articles of Association. Articles of Association.

Article 149 The Board shall establish audit Article 149 The Board shall establish audit committee, nomination committee and the committee, nomination committee, remuneration remuneration and appraisal committee, and may and appraisal committee and strategic establish strategic and other specialized committee, and may establish other specialized committees pursuant to relevant applicable laws committees pursuant to relevant applicable laws and regulations, regulatory documents and and regulations, regulatory documents and provisions of the securities regulatory authority provisions of the securities regulatory authority of the location where the Company’ssharesare of the location where the Company’ssharesare listed. All members of specialized committees listed. The Board shall be responsible for shall be Directors, of which auditing committee, formulating the terms of reference of the nomination committee, remuneration and special committees and regulating their appraisal committee shall have Independent operations. All members of specialized Non-Executive Directors accounting for the committees shall be Directors, of which auditing majority of the members and acting as the committee, nomination committee, remuneration convener, and at least one Independent Non- and appraisal committee shall have Independent Executive Director in the auditing committee Non-Executive Directors accounting for the shall be an accounting professional. majority of the members and acting as the convener, and the convener of audit committee shall be an accounting professional.

– I-8 – APPENDIX I AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Revised

Article 168 Personnel who serve duties other Article 168 Personnel who perform than those of Directors in the units of administrative duties other than those of controlling shareholder or de facto controller Directors and supervisors in the units of of the Company shall not serve as senior controlling shareholder of the Company shall management members of the Company. not serve as senior management members of the Company.

Article 182 The supervisors shall ensure the Article 182 The supervisors shall sign the truthfulness, accuracy and completeness of the written confirmation of securities issuance information disclosed by the Company. documents and regular reports of the Company, ensure that the Company discloses informationinatimelyandfairmanner,and ensure the truthfulness, accuracy and completeness of the information disclosed by the Company.

Article 188 The Supervisory Committee shall be Article 188 The Supervisory Committee shall be accountable to the shareholders’ general meeting accountable to the shareholders’ general meeting and exercise the following functions and powers and exercise the following functions and powers in accordance with the laws: in accordance with the laws:

(1) to review and provide a written opinion on (1) to review and provide a written opinion on the regular reports of the Company the securities issuance documents and prepared by the Board; regular reports of the Company prepared by the Board;

......

– I-9 – APPENDIX II AMENDMENTS TO RULES FOR GENERAL MEETINGS

The specific amendments to the Rules for General Meetings of the Company are as follows:

Original Revised

Article 15 A written notice of a general meeting Article 15 A written notice of an annual general to be held by the Company shall be given to all meetingtobeheldbytheCompanyshallbe shareholders, whose names appear in the register given to all shareholders, whose names appear of members, 45 days before the meeting is held, in the register of members, twenty (20) specifying the matters to be considered at and working days before the meeting is held, thedateandplaceofthemeeting.A specifying the matters to be considered at and shareholder who intends to attend the general the date and place of the meeting. meeting shall deliver a written reply slip confirming his/her intention to attend the A written notice of an extraordinary general meetingtotheCompany20daysbeforethe meetingtobeheldbytheCompanyshallbe meeting is held. given to all shareholders, whose names appear in the register of members, fifteen The Company shall, based on the written (15) days or ten (10) working days (whichever replies received from shareholders 20 days is longer) before the meeting is held, prior to the date of the general meeting, specifying the matters to be considered at calculate the number of voting shares held by and the date and place of the meeting. shareholders intending to attend the meeting. Where the number of voting shares The date of holding the meeting shall not be represented by shareholders intending to counted for the purpose of determining any attend the meeting amounts to more than time limit hereunder. one-half of the Company’s total voting shares, the Company may convene the general Oncethenoticeoftheshareholder’s general meeting; if not, the Company shall, within 5 meeting is given, the venue of onsite general days, notify shareholders again of the issues meeting shall not be changed without to be considered, and of date and venue of justifiable reasons. Where a change is the meeting in the form of a public necessary, the convener shall, at least two (2) announcement. The Company may then working days prior to the date on which the convene the general meeting after issuing meeting was originally scheduled, publish an such announcements. announcement and state the reason.

Article 20 The notice of a general meeting shall Article 20 The notice of a general meeting shall be delivered to shareholders (regardless of be delivered to shareholders (regardless of whether or not they are entitled to vote at the whether or not they are entitled to vote at the general meeting) by announcement or by hand general meeting) by announcement or by hand or by prepaid mail; if by hand or by prepaid or by prepaid mail; if by hand or by prepaid mail, it will be sent to the addresses of the mail,itwillbesenttotheaddressesofthe shareholders as shown in the register of shareholders as shown in the register of members of the Company. members of the Company.

– II-1 – APPENDIX II AMENDMENTS TO RULES FOR GENERAL MEETINGS

Original Revised

The announcement referred to in the preceding The announcement referred to in the preceding paragraph shall be disclosed on the media paragraph shall be disclosed on the media designated by the securities regulatory designated by the securities regulatory authorities of the State Council during a period authorities of the State Council within the from forty five (45) to fifty (50) days prior to notice period of the shareholder’s general the date of the general meeting.Oncesuch meeting specified in Article 15 of these Rules announcement is made, all holders of the for General Meetings.Oncesuch domestic-invested shares shall be deemed to announcement is made, all holders of the have received the notice of the general meeting. domestic-invested shares shall be deemed to The announcement, notice and circular of have received the notice of the general meeting. general meeting for overseas-listed foreign- The announcement, notice and circular of invested shareholders may be issued on the general meeting for overseas-listed foreign- website of the SEHK and the Company, or invested shareholders may be issued on the published in one or more newspapers designated website of the SEHK and the Company, or thereby. Once such an announcement is made, published in one or more newspapers designated all holders of the overseas-listed foreign- thereby. Once such an announcement is made, invested shares shall be deemed to have all holders of the overseas-listed foreign- received the notice of the relevant general invested shares shall be deemed to have meeting. received the notice of the relevant general meeting.

Article 68 Written notice of a meeting of any Article 68 Written notice of a meeting of any class of shareholders of the Company shall be class of shareholders of the Company shall be issued forty five days prior to the date of the issued with reference to the requirements of class meeting to all shareholders of such class the notice for holding an extraordinary whose names appear on the register of members, general meeting specified in Article 15 of specifying the matters to be considered at and these Rules for General Meetings to all the date and place of the meeting. Shareholders shareholders of such class whose names appear who intend to attend the meeting shall deliver on the register of members, specifying the to the Company written replies of their matterstobeconsideredatandthedateand intention to attend twenty days prior to the place of the meeting. date of the meeting.

– II-2 – APPENDIX II AMENDMENTS TO RULES FOR GENERAL MEETINGS

Original Revised

If the number of voting shares represented by the shareholders who intend to attend such meeting is more than one-half of the total number of voting shares of such class, the Company may hold such class meeting; otherwise, the Company shall again notify the relevant shareholders, by way of announcement within five days, of the matters to be considered at and the date and place of the meeting. After such announcement has been made, the Company may hold the class meeting.

Save for the above amendments, the other articles of the Rules for General Meetings remain unchanged.

– II-3 – NOTICE OF EGM

NOTICE OF THE 2020 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2020 first extraordinary general meeting (the ‘‘EGM’’) of Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* (the ‘‘Company’’)willbeheldat 1:30 p.m. on Thursday, 28 May 2020 at Building A, No. 1289 Yishan Road, Shanghai, the PRC for the purposes of considering and, if thought fit, passing (with or without modifications) the following resolutions. Unless otherwise indicated, capitalised terms used herein shall have the same meanings as defined in the circular of the Company dated 9 April 2020 (the ‘‘Circular’’).

SPECIAL RESOLUTIONS

1. To consider and approve the amendments to the Articles of Association.

2. To consider and approve the amendments to the Rules for General Meetings.

3. To consider and individually approve the following items of the resolution in relation to the Proposed Shanghai Henlius Listing:

(1) Issuing Entity

(2) Type of securities to be issued

(3) Par value of shares

(4) Size of issuance

(5) Target subscribers

(6) Issuance price and pricing methodology

(7) Method of issuance

(8) Place of listing

(9) Time of issuance and listing

(10) The use of proceeds of the issuance

– EGM-1 – NOTICE OF EGM

4. To consider and approve the resolution in relation to the authorisation to the chairman of the Board and/or president of the Company to handle, at his/their absolute discretion, matters in relation to the Proposed Shanghai Henlius Listing.

ORDINARY RESOLUTIONS

5. To consider and approve the resolution in relation to the entering into of the Mutual Supply Framework Agreement and the authorisation to the Company’s management or its authorised persons to deal with specific matters in relation to the Mutual Supply Framework Agreement.

6. To consider and approve the estimates of ongoing related party transactions for 2020.

By order of the Board Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* Chen Qiyu Chairman

9 April 2020

As at the date of this notice, the executive directors of the Company are Mr. Chen Qiyu, Mr. Yao Fang and Mr. Wu Yifang; the non-executive directors of the Company are Mr. Xu Xiaoliang and Ms. Mu Haining; and the independent non- executive directors of the Company are Mr. Jiang Xian, Dr. Wong Tin Yau Kelvin, Ms. Li Ling and Mr. Tang Guliang.

Notes:

1. A holder of H Shares entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote by poll instead of him. A proxy need not be a member of the Company. The health of shareholders, staff and stakeholders is of paramount importance to the Company. In light of the Novel Coronavirus (‘‘COVID-19’’) outbreak, the Company encourages that the shareholders of the Company to give priority to appointing the chairman of the meeting or company secretary of the Company, who will physically attend the EGM, as his/ her proxy to vote on the relevant resolution(s) at the EGM. The Company will comply with the requirements of prevention and control measures in relation to COVID-19, and will implement the appropriate precautionary measures at the EGM. If more than one proxy is so appointed, the appointment shall specify the number of H Shares in respect of which each such proxy is so appointed.

2. In order to be valid, the form of proxy together with the power of attorney or other authority (if any) under which it is signed or a certified copy thereof, must be deposited at the Company’s Hong Kong share registrar for H Shares, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 24 hours before the time appointed for the holding of the EGM or any adjournment thereof. Return of the form of proxy will not preclude any member of H Shares of the Company from attending the EGM and voting in person if such member so wishes and in such event, the form of proxy will be deemed to be revoked.

3. For the purpose of determining the entitlement of H shareholders of the Company to attend and vote at the EGM, the register of members of the Company for H Shares will be closed from Tuesday, 28 April 2020 to Thursday, 28 May 2020, both days inclusive. In order to qualify for attending and voting at the EGM, all transfer documents for H Shares together with the relevant share certificates should be lodged for registration with the Company’s Hong Kong share registrar for H Shares, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4:30 p.m. on Monday, 27 April 2020.

– EGM-2 – NOTICE OF EGM

4. A holder of H Shares entitled to attend the EGM shall lodge the reply slip for the attendance of the EGM at the Company’s Hong Kong share registrar for H Shares, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than twenty (20) days before the holding of the EGM (i.e., Friday, 8 May 2020) by hand, by post or by fax.

5. Shareholders of the Company who attend the EGM in person or by proxy shall bear their own travelling and accommodation expenses.

6. This notice of EGM is despatched to the holders of H Shares of the Company only. The notice of EGM to the holders of A Shares and the relevant reply slip and proxy form are separately published on the websites of the Company (http://www.fosunpharma.com) and of the Shanghai Stock Exchange (http://www.sse.com.cn).

* for identification purposes only

– EGM-3 –

股 份 有 限 公 司 Shanghai Fosun Pharmaceutical (Group) Co

股份有限公司 Shanghai Fosun Pharmaceutical (Group) Co