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

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, 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).

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)

ANNUAL REPORT 2016 BOARD REPORT 2016 SUPERVISORY COMMITTEE REPORT 2016 FINAL ACCOUNTS REPORT 2016 PROFIT DISTRIBUTION PROPOSAL 2016 RE-APPOINTMENT OF AUDITORS RPT REPORT APPRAISAL RESULTS APPRAISAL PROGRAM ENTRUSTED LOAN/BORROWING QUOTA TOTAL BANK CREDIT APPLICATIONS AUTHORIZATION TO DISPOSE OF LISTED SECURITIES MANDATE TO ISSUE INTERBANK MARKET DEBT FINANCING INSTRUMENTS COMPLIANCE WITH CONDITIONS FOR PROPOSED ISSUANCE OF CORPORATE BONDS PROPOSED ISSUANCE OF CORPORATE BONDS AUTHORIZATION OF CORPORATE BONDS ADOPTION OF SHANGHAI HENLIUS SHARE OPTION INCENTIVE SCHEME AMENDMENTS TO THE MANAGEMENT SYSTEM OF CONNECTED TRANSACTIONS EXTERNAL GUARANTEES GRANT OF GENERAL MANDATE TO ISSUE A SHARES AND/OR H SHARES AND NOTICE OF AGM

A letter from the Board is set out on pages 7 to 18 of this circular. Notice convening the AGM of Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* to be held at Shanghai Film Art Center, No. 160 Xinhua Road, Shanghai, the PRC on Thursday, 29 June 2017 at 1:00 p.m. is set out on pages N-1 to N-5 of this circular. The reply slip and form of proxy for use at the AGM 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 AGM, 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 slip shall be lodged at the Company’s Hong Kong share registrar for H Shares, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than twenty (20) days before the holding of the AGM (i.e. Friday, 9 June 2017) 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 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 24 hours before the holding of the AGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM should you so wish.

* for identification purposes only

11 May 2017 CONTENTS

Page

Definitions ...... 1

Letter from the Board ...... 7

Appendix I – Board Report 2016...... I-1

Appendix II – Supervisory Committee Report 2016...... II-1

Appendix III – Final Accounts Report 2016...... III-1

Appendix IV – RPT Report ...... IV-1

Appendix V – Appraisal Results...... V-1

Appendix VI – Entrusted Loan/Borrowing Quota ...... VI-1

Appendix VII – Total Bank Credit Applications ...... VII-1

Appendix VIII – Authorization to Dispose of Listed Securities...... VIII-1

Appendix IX – Mandate to Issue Interbank Market Debt Financing Instruments ...... IX-1

Appendix X – Proposed Issuance of Corporate Bonds ...... X-1

Appendix XI – Authorization of Corporate Bonds ...... XI-1

Appendix XII – Principal Terms of Shanghai Henlius Share Option Incentive Scheme ...... XII-1

Appendix XIII – Amendments to Management System of Connected Transactions ...... XIII-1

Appendix XIV – External Guarantees ...... XIV-1

Appendix XV – Grant of General Mandate to Issue A Shares and/or H Shares ...... XV-1

Notice of AGM ...... N-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) with a nominal value of RMB1.00 each in the share capital of the Company, which is (are) listed on the Shanghai Stock Exchange and traded in RMB

“AGM” the annual general meeting of the Company to be held at Shanghai Film Art Center, No. 160 Xinhua Road, Shanghai, the PRC on Thursday, 29 June 2017 at 1:00 p.m. or any adjournment thereof

“Articles of Association” or The articles of association of the Company as effective at “Articles” the time

“associate(s)” has the meaning ascribed to it under the Hong Kong Listing Rules

“Board” the board of Directors of the Company

“Board Rules” the Rules of Procedures of the Board Meetings of the Company

“Business Day” any day (excluding Saturday and Sunday) on which banks in Hong Kong are generally open for business

“CFDA’ China Food and Drug Administration (國家食品藥品監督管理總局)

“Chongqing Pharma” Chongqing Pharmaceutical (Group) Company Limited* (重慶醫藥(集團)股份有限公司)

“Company Law” the Company Law of the PRC as amended, supplemented or otherwise modified from time to time

“Company” or “Fosun Pharma” Shanghai Fosun Pharmaceutical (Group) Co., Ltd.*(上海復星醫藥(集團)股份有限公司), a joint stock limited company incorporated in the PRC with limited liability, the H Shares and A Shares of which are listed and traded on the main board of the Hong Kong Stock Exchange and the Shanghai Stock Exchange, respectively

“controlling shareholder(s)” has the meaning ascribed to it under the Hong Kong Listing Rules

–1– DEFINITIONS

“CSRC” China Securities Regulatory Commission

“Dalian Aleph” Dalian Aleph Biomedical Co., Ltd.* (大連雅立峰生物製藥有限公司), a limited liability company incorporated in the PRC, and a subsidiary of the Company

“Director(s)” the director(s) of the Company

“Erye Pharmaceutical” Suzhou Erye Pharmaceutical Co., Ltd.* (蘇州二葉製藥有限公司), a limited liability company incorporated in the PRC, and a subsidiary of the Company

“Exercise Period” a term of 10 years commencing from the date of grant of options under Shanghai Henlius Share Option Incentive Scheme, during which the options are exercisable

“Exercise Price” the exercise price of Initial Options to be granted under Shanghai Henlius Share Option Incentive Scheme to subscribe for shares of Shanghai Henlius

“Fosun Finance” Shanghai Fosun Group Finance Corporation Limited* (上海復星高科技集團財務有限公司), a limited liability company incorporated in the PRC, and a connected person of the Company

“Fosun High Tech” Shanghai Fosun High Technology (Group) Company Limited* (上海復星高科技(集團)有限公司), a limited liability company incorporated in the PRC, and a direct wholly-owned subsidiary of Fosun International and the controlling shareholder of the Company

“Fosun Hospital Investment” Shanghai Fosun Hospital Investment (Group) Co., Ltd.* (上海復星醫院投資(集團)有限公司), a limited liability company incorporated in the PRC, and a subsidiary of the Company

“Fosun Industrial” Fosun Industrial Co., Limited, a company incorporated in Hong Kong with limited liability, and a subsidiary of the Company

–2– DEFINITIONS

“Fosun International” Fosun International Limited, a company incorporated in Hong Kong with limited liability, the shares of which are listed on the main board of the Hong Kong Stock Exchange (stock code: 00656), and the controlling shareholder of the Company

“Fosun Pharmaceutical Shanghai Fosun Pharmaceutical Industrial Development Industrial” Company Limited* (上海復星醫藥產業發展有限公司), a limited liability company incorporated in the PRC, and a subsidiary of the Company

“General Mandate to Issue A the general mandate to allot, issue or otherwise deal with Shares and/or H Shares” A Shares and/or H Shares of the Company proposed to be granted at the AGM

“Group” the Company and its subsidiaries

“H Share(s)” overseas listed foreign share(s) with nominal value of RMB1.00 each in the share capital of the Company, which is(are) listed on the Hong Kong Stock Exchange and traded in Hong Kong dollars

“H Shareholder(s)” holder(s) of H Shares

“Handan Pharmaceutical” Handan Pharmaceutical Co., Ltd.* (邯鄲製藥股份有限公司), a joint stock limited company incorporated in the PRC

“HK$” or “HKD” Hong Kong dollars, the lawful currency of Hong Kong

“HKFRS” Hong Kong Financial Reporting Standards

“Hong Kong” the Hong Kong Special Administrative Region of the PRC

“Hong Kong Listing Rules” or The Rules Governing the Listing of Securities on the “Stock Exchange Listing Hong Kong Stock Exchange, as amended from time to Rules” time

“Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited

–3– DEFINITIONS

“Hubei Shine Star” Shine Star (Hubei) Biological Engineering Company Limited* (湖北新生源生物工程股份有限公司), a limited liability company incorporated in the PRC, and a subsidiary of the Company

“Incentive Recipient(s)” any eligible person who accepts an offer for the grant of an option in accordance with the terms of Shanghai Henlius Share Option Incentive Scheme

“Incentive Scheme Limit” the total number of Option Shares that may be issued upon exercise of all the options to be granted under the Shanghai Henlius Share Option Incentive Scheme, which shall not, in aggregate exceed 10% of the total number of shares in issue on the date when the Shanghai Henlius Share Option Incentive Scheme is approved

“Initial Incentive Recipient(s)” the Incentive Recipient to whom the Initial Options will be granted

“Initial Options” options to be granted under Shanghai Henlius Share Option Incentive Scheme to subscribe, at the Exercise Price, for an aggregate of 8,115,700 shares of Shanghai Henlius

“Jiangsu Wanbang” Jiangsu Wanbang Biopharmaceutical Company Limited* (江蘇萬邦生化醫藥集團有限責任公司), a limited liability company incorporated in the PRC, and a subsidiary of the Company

“Latest Practicable Date” 2 May 2017, being the latest practicable date prior to the printing of this circular of ascertaining certain information herein

“NEEQ” or “New Third Board” The National Equities Exchange and Quotations (全國中小企業股份轉讓系統)

“Notice of AGM” the notice of the AGM dated 11 May 2017 set out on pages N-1 to N-5 of this circular

“Option Shares” the shares of Shanghai Henlius to be issued upon exercise of an option granted under Shanghai Henlius Share Option Incentive Scheme

–4– DEFINITIONS

“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)

“Reporting Period” the 12-month period ended 31 December 2016

“Reserved Options” options to be granted under Shanghai Henlius Share Option Incentive Scheme to subscribe, at the exercise price to be determined by the board of directors of Shanghai Henlius in accordance with the terms of Shanghai Henlius Share Option Incentive Scheme, for an aggregate of 14,634,300 shares of Shanghai Henlius

“RMB” Renminbi, the lawful currency of the PRC

“Securities Law” the Securities Laws of the PRC, as amended, supplemented or otherwise modified from time to time

“SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

“Shanghai Henlius” Shanghai Henlius Biotech Co., Ltd.* (上海復宏漢霖生物技術股份有限公司), a joint stock limited company incorporated in the PRC, and a subsidiary of the Company

“Shanghai Henlius Share Option the share option incentive scheme proposed to be adopted Incentive Scheme” by Shanghai Henlius, subject to the approval of the Shareholders and the shareholders of Shanghai Henlius and Fosun International, respectively, the principal terms of which are set out in Appendix XII to this circular

“Shanghai Stock Exchange” the Shanghai Stock Exchange or “SSE”

“Share(s)” share(s) of the Company, including A Shares and H Shares

“Shareholder(s)” holder(s) of Share(s)

“Sinopharm” Sinopharm Group Co. Ltd.* (國藥控股股份有限公司), a joint stock limited company incorporated in the PRC, the shares of which are listed on the main board of the Hong Kong Stock Exchange (stock code: 01099)

–5– DEFINITIONS

“Sisram” Sisram Medical Ltd., a company incorporated in Israel, a subsidiary of the Company

“SSE Listing Rules” Rules Governing the Listing of Stocks on Shanghai Stock Exchange, as amended from time to time

“Substantial Shareholders” has the meaning ascribed to it under the Hong Kong Listing Rules

“Supervisor(s)” the supervisor(s) of the Company

“Supervisory Committee” the committee of supervisors of the Company

“Wanbang Tiancheng” Hangzhou Wanbang Tiancheng Pharmaceutical Co., Ltd.* (杭州萬邦天誠藥業有限公司), a limited liability company incorporated in the PRC, and a subsidiary of the Company

“Wenzhou Geriatric Hospital” Wenzhou Geriatric Hospital Limited Company* (溫州老年病醫院有限公司), a limited liability company incorporated in the PRC, and a subsidiary of the Company

“Xingyao Medical” Shanghai Xingyao Medical Technology Development Co., Ltd.* (上海星耀醫學科技發展有限公司), a limited liability company incorporated in the PRC

“Yao Pharma” Chongqing Yao Pharmaceutical Company Limited* (重慶藥友製藥有限責任公司), a limited liability company incorporated in the PRC, and a subsidiary of the Company

“%” percent

–6– LETTER FROM THE BOARD

Executive Directors: Registered Office: Mr. Chen Qiyu (Chairman) 9th Floor, No. 510 Caoyang Road Mr. Yao Fang (Co-Chairman) Putuo District Mr. Wu Yifang (President, CEO) Shanghai, 200063, China

Non-executive Directors: Headquarter: Mr. Guo Guangchang Building A Mr. Wang Qunbin No. 1289 Yishan Road Ms. Kang Lan Shanghai, 200233, China Mr. Wang Can Principal Place of Business Independent Non-executive Directors: in Hong Kong: Mr. Cao Huimin Level 54 Mr. Jiang Xian Hopewell Centre Dr. Wong Tin Yau Kelvin 183 Queen’s Road East Mr. Wai Shiu Kwan Danny Hong Kong

11 May 2017

To the Shareholders

Dear Sir or Madam,

–7– LETTER FROM THE BOARD

I. INTRODUCTION

The purpose of this circular is to give you notice of the AGM and to provide you with information regarding certain ordinary resolutions and special resolutions to be proposed at the AGM relating to (including) the following matters to enable you to make informed decisions on whether to vote for or against the proposed resolutions at the AGM:

At the AGM, resolutions will be proposed to approve, among others:

(1) the annual report of the Group for the year 2016 (the “Annual Report 2016”);

(2) the work report of the Board of the Company for the year 2016 (the “Board Report 2016”);

(3) the work report of the Supervisory Committee of the Company for the year 2016 (the “Supervisory Committee Report 2016”);

(4) the final accounts report of the Group for the year 2016 (the “Final Accounts Report 2016”);

(5) the annual profit distribution proposal of the Company for the year 2016 (the “Profit Distribution Proposal 2016”);

(6) the re-appointment of Ernst & Young Hua Ming (a special general partnership) as PRC financial report and internal control report auditors of the Company for the year 2017 and re-appointment of Ernst & Young as international financial report auditors of the Company for the year 2017 and the passing of remuneration packages for the PRC and international auditors for the year 2016 (the “Re-appointment of Auditors”);

(7) the estimated ongoing related party transactions for 2017 of the Group (the “RPT Report”);

(8) the appraisal results and remunerations of executive Directors for 2016 (the “Appraisal Results”);

(9) the appraisal program of executive Directors for 2017 (the “Appraisal Program”);

(10) the renewal of and new entrusted loan/borrowing quota of the Group for 2017 (the “Entrusted Loan/Borrowing Quota”);

(11) the total bank credit applications of the Group for 2017 (the “Total Bank Credit Applications”);

(12) the authorization to the management to dispose of listed securities (the “Authorization to Dispose of Listed Securities”);

–8– LETTER FROM THE BOARD

(13) the mandate to issue financing instruments for interbank market debt (“Mandate to Issue Interbank Market Debt Financing Instruments”);

(14) the compliance with the conditions for the proposed issuance of corporate bonds by the Company (the “Compliance with Conditions for Proposed Issuance of Corporate Bonds”);

(15) the proposed issuance of the corporate bonds (“Proposed Issuance of the Corporate Bonds”);

(16) the authorization to the Board (or its authorized representatives) to deal with, at their absolute discretion, relevant matters in relation to the public issuance of corporate bonds (“Authorization of Corporate Bonds”);

(17) the proposed adoption of the share option incentive scheme of Shanghai Henlius (“Adoption of Shanghai Henlius Share Option Incentive Scheme”), and to authorise the board of directors of Shanghai Henlius to grant the options thereunder, to allot and issue share of Shanghai Henlius upon exercise of an option granted under Shanghai Henlius Share Option Incentive Scheme, and to do any such act to effectuate Shanghai Henlius Share Option Scheme as necessary, desirable and appropriate;

(18) the amendments to the management system of connected transactions of the Company (“Amendments to the Management System of Connected Transactions”);

(19) the renewal of and new external guarantee quota of the Group for 2017 (the “External Guarantees”); and

(20) the proposed grant of the general mandate to issue A Shares and/or H Shares of the Company (“Grant of General Mandate to Issue A Shares and/or H Shares”).

DETAILS OF THE RESOLUTIONS

(1) Annual Report 2016

An ordinary resolution will be proposed at the AGM to pass the Annual Report 2016. The annual report 2016 (for H Shares) is set out in the website of Hong Kong Stock Exchange (http://www.hkexnews.hk).

–9– LETTER FROM THE BOARD

(2) Board Report 2016

An ordinary resolution will be proposed at the AGM to pass the work report of the Board of the Company for the year 2016. Full text of the Board Report 2016 to be passed is set out in Appendix I to this circular.

(3) Supervisory Committee Report 2016

An ordinary resolution will be proposed at the AGM to pass the work report of the Supervisory Committee for the year 2016. Full text of the Supervisory Committee Report 2016 to be passed is set out in Appendix II to this circular.

(4) Final Accounts Report 2016

An ordinary resolution will be proposed at the AGM to pass the final accounts report of the Group for the year 2016. Full text of the Final Accounts Report 2016 to be passed is set out in Appendix III to this circular.

(5) Profit Distribution Proposal 2016

An ordinary resolution will be proposed at the AGM to pass the profit distribution proposal of the Company for the year 2016. The Profit Distribution Proposal 2016 to be passed is set out as follows:

Pursuant to the Articles of Association and other relevant rules, the Board has proposed the payment of a final dividend of RMB0.35 per Share (pre-tax) from undistributed profit of the Company to all Shareholders. If calculated based on the Company’s total issued share capital of 2,414,474,545 Shares as at the Latest Practicable Date, a total of RMB845,066,090.75 (pre-tax) will be distributed.

Dividends will be distributed to A Shareholders and H Shareholders in RMB and HK$, respectively. The actual amount of dividend for H shares shall be calculated in HK$ based on the average benchmark exchange rate between RMB and HK$ published by the People’s Bank of China for the five (5) business days before the date of the AGM.

It is also proposed to the AGM that the Board or its authorized persons be authorized to exercise discretion for the implementation of the aforesaid profit distribution proposal.

The Company will give further notice on the record date and book closure dates for the purpose of determining the entitlement of Shareholders to the aforesaid final dividend for H Shares.

–10– LETTER FROM THE BOARD

(6) Re-appointment of Auditors

An ordinary resolution will be proposed at the AGM to pass the re-appointment of Ernst & Young Hua Ming (a special general partnership) as PRC financial report and internal control report auditors of the Company for the year 2017 and re-appointment of Ernst & Young as international financial report auditors of the Company for the year 2017 and the passing of remuneration packages for the year 2016. The remuneration packages for PRC and international auditors for the year 2016 to be passed are set out as follows:

The remuneration paid to Ernst & Young Hua Ming (a special general partnership) for providing domestic financial report and internal control auditing services for the Company for the year 2016 amounted to RMB2.4 million and RMB0.75 million, respectively, and the remuneration paid to Ernst & Young for providing international financial report auditing services for the Company for the year 2016 amounted to RMB1.2 million.

It is also proposed to the AGM that the Board or its authorized persons be authorized to exercise discretion for the implementation of the aforesaid remuneration packages for auditors.

(7) RPT Report

An ordinary resolution will be proposed at the AGM to pass the Group’s estimated ongoing related party transactions for 2017. Full text of the RPT Report to be passed is set out in Appendix IV to this circular.

(8) Appraisal Results

An ordinary resolution will be proposed at the AGM to pass the appraisal results and remunerations of executive Directors of the Company for 2016. Full text of the Appraisal Results to be passed is set out in Appendix V to this circular.

(9) Appraisal Program

An ordinary resolution will be proposed at the AGM to pass the appraisal program of executive Directors of the Company for 2017. The Appraisal Program to be passed is set out as follows:

In 2017, the appraisal to the executive Directors is mainly based on the 5-year strategic plan and the work focus in 2017, which the details of the appraisal are determined based on indexes such as, financial index, operational and management index, strategic and developmental index and reward and punishment index.

In 2017, the remuneration of executive Directors (except executive Directors who are also senior management) will remain the annual salary system which consists of fixed salary and annual performance assessment bonus. The remuneration should be determined primarily based on the economic benefits received by the Company and by reference to other factors including the responsibilities and actual performance of the Directors and the remuneration standards of the industry.

–11– LETTER FROM THE BOARD

(10) Entrusted Loan/Borrowing Quota

An ordinary resolution will be proposed at the AGM to pass the renewal of and new entrusted loan quota of the Group for 2017. Full text of the Entrusted Loan Quota to be passed is set out in Appendix VI to this circular.

(11) Total Bank Credit Applications

An ordinary resolution will be proposed at the AGM to pass the total bank credit applications of the Group for 2017. Full text of the Total Bank Credit Applications to be passed is set out in Appendix VII to this circular.

(12) Authorization to Dispose of Listed Securities

An ordinary resolution will be proposed at the AGM to pass and authorize the management to dispose of listed securities. Full text of the Authorization to Dispose of Listed Securities to be passed is set out in Appendix VIII to this circular. The Company will separately comply with the requirements under Chapter 14 of the Hong Kong Listing Rules, as and when applicable, in respect of the dispose of listed securities.

(13) Mandate to Issue Interbank Market Debt Financing Instruments

An ordinary resolution will be proposed at the AGM to pass and authorize the issuance of interbank market debt financing instruments. Full text of the Mandate to Issue Interbank Market Debt Financing Instruments to be passed is set out in Appendix IX to this circular.

(14) Compliance with the Conditions for Proposed Issuance of Corporate Bonds

An ordinary resolution will be proposed at the annual general meeting. Details of the resolution in relation of the Company’s Fulfillment of the Conditions of Proposed Issuance of the Corporate Bond proposed to be passed are as follows:

In accordance with the relevant requirements of laws, regulations and regulatory documents including Company Law, Securities Law and Administrative Measures for the Issuance and Trading of Corporate Bonds and upon self-investigation with reference to that, the board of directors considers that the Company is in compliance with the existing relevant requirements of the issuance of corporate bonds and possesses the conditions of public issuance of corporate bonds to qualified investors under Administrative Measures for the Issuance and Trading of Corporate Bonds.

(15) Proposed Issuance of the Corporate Bonds

An ordinary resolution will be proposed at the AGM to pass and propose the issuance of corporate bonds. Full text of the Proposed Issuance of the Corporate Bonds to be passed is set out in Appendix X to this circular.

–12– LETTER FROM THE BOARD

(16) Authorization of Corporate Bonds

An ordinary resolution will be proposed at the AGM to pass and authorize the Board (or delegates) to handle all affairs in relation to issuance of corporate bonds with full power based on the principle of maximizing the interests of the Company and in accordance with the laws and regulations and the ideas and suggestions of supervision organizations. Full text of the Authorization of Renewable Corporate Bonds to be passed is set out in Appendix XI to this circular.

(17) Adoption of Shanghai Henlius Share Option Incentive Scheme

An ordinary resolution will be proposed at the AGM to pass the Adoption of Shanghai Henlius Share Option Incentive Scheme.

The purpose of Shanghai Henlius Share Option Incentive Scheme is to provide the Incentive Recipients of the Shanghai Henlius Share Option Incentive Scheme with the opportunities to acquire interests in Shanghai Henlius, which will encourage the Incentive Recipients to work towards enhancing the values of Shanghai Henlius and in turn benefiting Shanghai Henlius, the Company and Fosun International and their respective shareholders as a whole.

The proposed adoption of Shanghai Henlius Share Option Incentive Scheme is subject to the approval by the Shareholders at the general meeting of the Company in accordance with the Hong Kong Listing Rules. Shanghai Henlius is a 71.34% indirectly owned subsidiary of the Company, and Fosun International is the controlling shareholder of the Company. Accordingly, Shanghai Henlius Share Option Incentive Scheme would only take effect upon the approval by the shareholders of Shanghai Henlius, the Shareholders at the AGM as well as the approval by the shareholders of Fosun International at its general meeting.

A copy of Shanghai Henlius Share Option Incentive Scheme will be available for inspection at the principal place of business of the Company in Hong Kong at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, during normal business hours (i.e. from 9:00 a.m. to 5:00 p.m.) on any Business Day from the date of this circular up to the date of the AGM.

Principal terms of Shanghai Henlius Share Option Incentive Scheme

A summary of the principal terms of Shanghai Henlius Share Option Incentive Scheme to be adopted is set out in Appendix XII to this circular. The Directors consider that Shanghai Henlius Share Option Incentive Scheme, which will be valid for 10 years from the date on which the Shanghai Henlius Share Option Incentive Scheme becomes effective, will provide the Incentive Recipients with the opportunities to acquire interests in Shanghai Henlius, which will encourage the Incentive Recipients to work towards enhancing the values of Shanghai Henlius and in turn benefiting Shanghai Henlius, the Company and Fosun International and their respective shareholders as a whole.

–13– LETTER FROM THE BOARD

The total number of new Option Shares may be issued upon exercise of all options to be granted under the Shanghai Henlius Share Option Incentive Scheme is 22,750,000 shares of Shanghai Henlius, representing 6.5% of the total issued shares of Shanghai Henlius as at the date of the Shanghai Henlius Share Option Incentive Scheme is approved and representing approximately 6.10% of the total issued shares of Shanghai Henlius enlarged by the options under Shanghai Henlius Share Option Incentive Scheme (assuming all options are fully exercised before adjustment), including 8,115,700 Option Shares underlying the Initial Options and 14,634,300 Option Shares underlying the Reserved Options. The proposed grant of options under Shanghai Henlius Share Option Incentive Scheme is determined by the directors of Shanghai Henlius based on the contributions made by the Incentive Recipients to Shanghai Henlius with reference to the positions held in Shanghai Henlius, work performed for Shanghai Henlius, commitment in performing his/her duties and contributions to the development and performance of Shanghai Henlius.

As at the Latest Practicable Date, a total number of 350,000,000 shares had been issued by Shanghai Henlius.

There is no specific minimum period under the Shanghai Henlius Share Option Incentive Scheme for which the Initial Options and Reserved Options to be held by the Incentive Recipients before they can be exercised. The board of directors of Shanghai Henlius may determine the minimum period of the Initial Options and Reserved Options to be held, at its discretion, in accordance with the terms of the Shanghai Henlius Share Option Incentive Scheme.

As there is no intention to effect any sale of their existing interests in shares in, and there will not be any issuance of new shares by, Shanghai Henlius upon the quotation of shares of Shanghai Henlius on NEEQ, the requirement that exercise price of an option must not lower than new issue price of shares under Chapter 17 of the Hong Kong Listing Rules shall not apply to Shanghai Henlius Share Option Incentive Scheme. Under Shanghai Henlius Share Option Incentive Scheme, subject to the adjustment to be made based on the price of shares of Shanghai Henlius of further financing rounds prior to the quotation of Shanghai Henlius on NEEQ should such price is higher than the Exercise Price, the Exercise Price of each Option Shares subject to the Initial Options to be granted under the Shanghai Henlius Share Option Incentive Scheme shall be RMB9.21 per Option Share, which was determined by the board of directors of Shanghai Henlius based on the market value of the shares of Shanghai Henlius taking in account of the incentive effect, which is equivalent to the market price of the shares of Shanghai Henlius that arrived at based on the consideration of the latest financing round of Shanghai Henlius as at the date hereof, such consideration was determined based on the assessed value of Shanghai Henlius considering a discounted cash flow model and the negotiation between Shanghai Henlius and the third party investors. The exercise price of the Reserved Options will be determined by the board of directors of Shanghai Henlius based on the specific situations of Shanghai Henlius on the date of grant of the Reserved Options in accordance with the relevant rules and regulations of NEEQ in effect from time to time and the terms of Shanghai Henlius Share Option Incentive Scheme.

–14– LETTER FROM THE BOARD

Conditions of Shanghai Henlius Share Option Incentive Scheme

The adoption of Shanghai Henlius Share Option Incentive Scheme is subject to the passing of the necessary resolutions by the Shareholders at the AGM, and the shareholders of Shanghai Henlius and Fosun International at their respective general meetings, to approve its adoption and to authorise the directors of Shanghai Henlius to grant options under Shanghai Henlius Share Option Incentive Scheme and to issue and allot Option Shares upon the exercise of the subscription rights attaching to the options granted under the Shanghai Henlius Share Option Incentive Scheme. No Director has a material interest in the proposed adoption of Shanghai Henlius Share Option Incentive Scheme and therefore none of the Directors are required to abstain from voting on the ordinary resolution in this respect to be considered and approved by the Shareholders at AGM.

No consideration is payable to Shanghai Henlius upon acceptance of the option granted in accordance with the terms of Shanghai Henlius Share Option Incentive Scheme.

Hong Kong Listing Rules implications

Shanghai Henlius Share Option Incentive Scheme constitutes a share option scheme under Chapter 17 of the Hong Kong Listing Rules, pursuant to which the total number of option shares that may be issued upon exercise of all the options to be granted under Shanghai Henlius Share Option Incentive Scheme must not in aggregate exceed 10% of the relevant class of shares of Shanghai Henlius in issue on the date when Shanghai Henlius Share Option Incentive Scheme is approved and adopted by the shareholders of Shanghai Henlius, the Company and Fosun International. The Incentive Scheme Limit may be refreshed at any time with the prior approval at the general meeting of Shanghai Henlius, Fosun Pharma and Fosun International, provided that the total number of the Option Shares that may be issued upon exercise of all the options to be granted under the Shanghai Henlius Share Option Incentive Scheme or any other share option scheme of Shanghai Henlius shall not exceed 10% of the total number of shares of Shanghai Henlius in issue on the date when such refreshment is approved. Notwithstanding that the Incentive Scheme Limit may be refreshed, the board of director of Shanghai Henlius shall not grant options which would result in the maximum aggregate number of shares which may be issued upon exercise of all the outstanding options granted but yet to be exercised under the Shanghai Henlius Share Option Incentive Scheme and any other share option schemes of Shanghai Henlius which entitle the holders to acquire or subscribe for shares exceeding, in aggregate, 30% of the issued share capital of Shanghai Henlius from time to time.

To be best knowledge, information and belief of the Directors, having made all reasonable enquiries, none of the Incentive Recipients and their respective associates is a Shareholder and entitled to vote at the AGM. No Shareholder has any material interest in this resolution and therefore, no Shareholder is required to abstain from voting in respect of this resolution at the AGM.

(18) Revise of Management System of Connected Transaction

An ordinary resolution will be proposed at the AGM to pass and revise the Management System of Connected Transaction. Full text of the Revise of Management System of Connected Transaction to be passed is set out in Appendix XIII to this circular.

–15– LETTER FROM THE BOARD

(19) External Guarantees

A special resolution will be proposed at the AGM to pass the renewal of and new external guarantee quota of the Group for 2017. Full text of the External Guarantees to be passed is set out in Appendix XIV to this circular.

(20) Grant of General Mandate to Issue A Shares and/or H Shares

To afford the Board the flexibility of issuing new shares at its discretion as and when appropriate, a special resolution will be proposed at the AGM to grant the General Mandate to Issue A Share and/or H Shares to the Board to exercise the general power of the Company, (i) to issue, allot and deal with additional A Shares and/or H Shares of the Company subject to the market condition and the needs of the Company; (ii) to make or grant offers, agreements or options that might or would require A Shares and/or H Shares to be issued or other transferable rights to subscribe for or purchase A Shares and/or H Shares (collectively, “Instruments”) including but not limited to the creation and issue of warrants, bonds, debentures or other Instruments convertible into Shares; and (iii) to issue additional Instruments arising from adjustments made to the number of Instruments previously issued in the event of rights, bonus or capitalization issues, provided that the above total number of Shares in issue (including shares to be issued in pursuance of Instruments made or granted) shall not exceed 20% of the total number of the A Shares and/or H Shares in issue as at the date of passing this resolution.

The General Mandate to Issue A Shares and/or H Shares will remain in effect until the earlier of: (i) the conclusion of the next annual general meeting of the Company; or (ii) the revocation or variation of the authority given under the resolution at the general meeting of the Company by way of a special resolution.

The Board shall comply with the Hong Kong Listing Rules, the Articles of Association and the applicable PRC laws and regulations and obtain the necessary approvals of the CSRC and/or other relevant authorities of the PRC when exercising powers pursuant to the General Mandate to Issue A Shares and/or H Shares. The Board wishes to state that as at the Latest Practicable Date, it has no intention to issue any new A Shares and/or H Shares pursuant to the General Mandate to Issue A Shares and/or H Shares.

Under Hong Kong Listing Rules, the proposed grant of General Mandate to Issue A Shares and/or H Shares is subject to the approval of the Shareholders by special resolution at the general meeting of the Company.

Further details of the resolution to be passed with respect to the grant of General Mandate to Issue A Shares and/or H Shares are set out in Appendix XV to this circular.

–16– LETTER FROM THE BOARD

II. AGM

Notice convening the AGM to be held at Shanghai Film Art Center, No. 160 Xinhua Road, Shanghai, the People’s Republic of China on Thursday, 29 June 2017 at 1:00 p.m. is set out on pages N-1 to N-5 of this circular. A reply slip and a form of proxy for use at the AGM 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).

III. CLOSURE OF REGISTER OF MEMBERS

For the purpose of determining the entitlement of shareholders for H Shares to attend and vote at the aforesaid AGM, the register of members of the Company for H Shares will be closed from Monday, 29 May 2017 to Thursday, 29 June 2017, both days inclusive. In order to qualify for attending and voting at the AGM, 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 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4: 30 p.m. on Friday, 26 May 2017.

Pursuant to the Articles of Association, a Shareholder who intends to attend any of the general meetings of the Company shall deliver a written reply slip to the Company twenty (20) days before the meeting is held. Where the number of voting shares represented by shareholders delivering a written reply slip confirming his/her intention to attend the meeting amounts to no more than one-half of the Company’s total voting shares, the Company shall, within five (5) days, notify shareholders again of the issues to be considered, and of date and venue of the meeting in the form of a public announcement. The Company may then convene the general meeting after issuing such announcements. Pursuant to the above provisions regarding the notices convening the AGM, whether or not you are able to attend the AGM, 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 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong (fax number: (852) 2810 8185) no later than Friday, 9 June 2017 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 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 24 hours before the holding of the AGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting should you so wish.

IV. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Hong Kong Listing Rules, all resolutions put forward at the AGM 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 AGM.

–17– LETTER FROM THE BOARD

V. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Hong Kong Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

VI. RECOMMENDATIONS

The Board considers that all resolutions set out in the Notice of AGM are fair and reasonable and in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board recommends that the Shareholders to vote in favour of the resolutions set out in the Notice of AGM.

VII. FURTHER INFORMATION

Your attention is drawn to other sections of and appendices to this circular.

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

* for identification purposes only

–18– APPENDIX I BOARD REPORT 2016

Principal work of the Board for the year ended 31 December 2016 is set out as follows:

I. OVERALL OPERATIONS OF THE GROUP FOR THE REPORTING PERIOD(Note):

In 2016, the global economic downturn, slowdown of the domestic economic growth, continuing reform of the medical system in the PRC and slow pharmaceutical manufacturing industry growth have brought policy opportunities to the development of medical services. During the Reporting Period, the Group adhered to its business philosophy of “Innovation for Good Health”, focused on its core pharmaceutical and healthcare businesses, continued to develop product innovation and improve management, actively promoted the strategies of internal growth, external expansion and integrated development, and thereby maintaining the growth of the principal businesses.

During the Reporting Period, the Group realized revenue of RMB14,628.82 million, representing an increase of 16.02% as compared with that of 2015; excluding the impact of the disposal of Handan Pharmaceutical, the new acquisition of Wanbang Tiancheng and establishment of Wenzhou Geriatric Hospital, the Group’s revenue increased by 16.15% as compared with that of the year 2015 calculated with the same calibre, of which, the Group realized revenue of RMB10,259.54 million in pharmaceutical manufacturing and R&D segment, representing an increase of 14.83% as compared with that of 2015; excluding the impact of the disposal of Handan Pharmaceutical in 2015 and the new acquisition of Wanbang Tiancheng in 2016, the Group’s revenue increased by 16.27% as compared with that of the year 2015 calculated with the same calibre; revenue from healthcare services segment was RMB1,677.56 million, representing an increase of 21.67% as compared with that of 2015; excluding the impact of establishment of Wenzhou Geriatric Hospital in 2016, the Group’s revenue increased by 13.57% as compared with that of the year 2015 calculated with the same calibre. The increase in revenue of the Group was mainly attributed to the increase in revenue from the manufacturing business, healthcare service business and equipment agency business segment.

In 2016, the Group realized total profits of RMB3,571.55 million, and net profits attributed to shareholders of the listed company of RMB2,805.84 million, representing an increase of 5.92% and 14.05% respectively as compared with that in 2015. The increase in total profits and net profits attributable to shareholders of listing companies mainly result from (1) the stable growth of our business, the optimized sales structure, the construction of marketing system and the integration of supply chains; (2) rapid growth of affiliated enterprise Sinopharm.

Note: The disclosure of financial information of the Board Report for 2016 is based on the China Accounting Standards for Business Enterprises

– I-1 – APPENDIX I BOARD REPORT 2016

During the Reporting Period, net cash flows of the Group caused by operating activities maintained an upward trend, net cash flows attributed to operating activities in 2016 were RMB2,110.04 million, representing an increase of 30.17% as compared with that of 2015. The Group continued to improve its profitability and operating quality.

During the Reporting Period, the Group continued to reinforce its investment into R&D (including capitalization) which totaled RMB1,106.12 million, representing an increase of 33.23% as compared with that of 2015; during the Reporting Period, the Group injected RMB714.75 million in R&D, representing an increase of 6.67% as compared with that of 2015, in which, RMB571.77 million was invested into drug manufacturing and R&D, increased by 6.36% as compared with that of 2015, accounting for 5.6% of drug manufacturing and R&D business. As at the end of the Reporting Period, the Group had 173 projects, including those in research of new drugs, generic drugs, biosimilar and vaccine. During the Reporting Period, there were 103 patent applications in drug manufacturing and R&D business, in which, 21 were American patent applications, 2 were Japanese patent applications, 3 were European patent applications and 6 were PCT applications. There were 30 patent licenses, in which, 22 were invention patents (including 2 American patents). The venlafaxine hydrochloride of Yao Pharma was approved to be quoted in the US. And, the human rabies vaccine (Vero cells) of Dalian Aleph, the acetylcysteine and histidine hydrochloride medicines of Hubei Shine star, the hydroxyfasudil bulk pharmaceutical chemicals of Yao Pharma and parenteral clindamycin phosphate, cefepime dihydrochloride, thymopentin, diammonium glycyrrhizinate and acetyl glutamyl of Erye Pharmaceutical were approved by CFDA.

During the Reporting Period, the Group continued to reinforce its strategic deployment of healthcare services segment with high-end healthcare institutions in the more developed coastal cities and specialty and general hospitals in second-tier and third-tier cities in the PRC, accelerate its development strategy of Internet healthcare, actively explore the greater health industrial deployment as well as continued to raise the business scale and profitability.

II. THE DETAILS OF DAILY WORK CARRIED BY THE BOARD DURING THE REPORTING PERIOD ARE AS FOLLOWS:

In 2016, the sixth and seventh sessions of the Board and its committees carried out the work diligently, lawfully and efficiently in accordance with the Articles of Association, the Board Rules and relevant provisions of implementation rules of each Board committee of the Company.

(I) The sixth session and seventh session of the Board has respectively convened 13 and 19 meetings during the Reporting Period, details of which are as follows:

1. The Company convened the 68th meeting (a special meeting) of the sixth session of the Board on 7 January 2016 to consider and approve the resolution in relation to the Phrase II release of lock-up for restricted A shares as stipulated in the Incentive Scheme for Restricted Shares of Shanghai Fosun Pharmaceutical (Group) Co., Ltd.

2. The Company convened the 69th meeting (a special meeting) of the sixth session of the Board on 14 January 2016 to consider and approve the resolution in relation to the Authority Scope and Implementation Rules for the Audit Committee of Shanghai Fosun Pharmaceutical (Group) Co., Ltd.

– I-2 – APPENDIX I BOARD REPORT 2016

3. The Company convened the 70th Meeting (a special meeting) of the sixth Session of the Board on 22 January 2016 to consider and approve the resolution in relation to Newly Employed Senior Manager and the adjustment of the Organization Structures of the Company.

4. The Company convened the 71st Meeting (a special meeting) of the sixth Session of the Board on 15 February 2016 to consider and approve the resolution in relation to Signature of License Agreement by Subsidiaries.

5. The Company convened the 72nd Meeting (a special meeting) of the sixth Session of the Board on 22 February 2016 to consider and approve the resolution in relation to Investment into Xuzhou Rehabilitation 1882 Medical Investment & Management Co., Ltd.

6. The Company convened the 73rd Meeting (a special meeting) of the sixth Session of the Board on 23 February 2016 to consider and approve the resolution in relation to Signing Termination Agreement of Contract for Subscription of Shares with Proposed Objects of Private Placement of A-share/Signing Contract for Subscription of Shares and Termination Agreement of the Supplementary Agreement, the resolution in relation to Re-regulation of Schemes of Private Placement of A-share, the resolution in relation to Scheme of Private Placement of A-share (2nd Revised Draft), the resolution in relation to Feasibility Report about Use of Private Placement of A-share (2nd Revised Draft), the resolution in relation to Main Influence of Dilution of Spot Returns on Major Financial Index and Measures Taken, the resolution in relation to Revise of Investment Projects Funded by Private Placement of A-share, the resolution in relation to Commitment about Complementing Measures for Dilution of Returns by Private Placement of A-share and the resolution in relation to Convening the 1st Extraordinary Board Meeting in 2016.

7. The Company convened the 74th Meeting (a special meeting) of the sixth Session of the Board on 2 March 2016 to consider and approve the resolution in relation to Additional Members of the Audit Committee of the sixth Session of the Board.

8. The Company convened the 75th Meeting (a special meeting) of the sixth Session of the Board on 10 March 2016 to consider and approve the resolution in relation to Providing Guarantee to Chindex Medical Limited.

9. The Company convened the 76th Meeting (a special meeting) of the sixth Session of the Board on 15 March 2016 to consider and approve the resolution in relation to Assigning Part of Equity of Jinzhou Aohong Pharmaceutical Co., Ltd. by subsidiary Fosun Pharmaceutical Industrial.

– I-3 – APPENDIX I BOARD REPORT 2016

10. The Company convened the 77th Meeting (a regular meeting) of the sixth Session of the Board on 29 March 2016 to consider and approve the resolution in relation to the 2015 Annual Report of the Group, 2015 Annual Report of the Board, 2015 Annual Report on Work of President, 2015 Annual Final Accounts Report of the Group, 2015 Annual Scheme on Profit Distribution of the Company, 2015 Special Report on Deposit and Actual Use of the Raised Fund, the resolution in relation to Renewal of Accounting Firm in 2016 and Expenses on Accounting Firm in 2015, the Report on Daily Connected Businesses in 2015 of the Group and the resolution in relation to Predicted Daily Connected Businesses in 2016, the resolution in relation to Evaluation Results and Salary of the board directors and senior managers of the Company in 2015, the resolution in relation to Evaluation Scheme of the Board and Senior Managers of the Company in 2016, the Report on Internal Control and Evaluation of 2015, the Summary of Internal Audit of 2015 and the resolution in relation to Internal Audit Work Plan of 2016, the resolution in relation to Extension and Increase of Quota for Entrusted Loans/Debts, the resolution in relation to Extension and Increase of Quota of Providing Guarantee to Foreign Parties in 2016, the resolution in relation to Application of Total Volume of Banking Credit by the Company in 2016, the resolution in relation to General Mandate of Submitting to the General Meeting to Authorize the Board for Increase of Shares of A-share and H-share, the 2015 Report on Social Responsibility of Enterprise of Shanghai Fosun Pharmaceutical (Group) Co., Ltd., and the resolution in relation to Authorizing the Management for Disposal of Domestic and Overseas Outstanding Shares Held by the Management and on Convening of 2015 Annual General Meeting (AGM).

11. The Company convened the 78th Meeting (a special meeting) of the sixth Session of the Board on 11 April 2016 to consider and approve the resolution in relation to the resolution in relation to Candidates of the seventh Session of the Board of the Company, the resolution in relation to Regulation of Allowances of Independent Non-executive Directors, the resolution in relation to Modifying Board Rules, the resolution in relation to Extension of Period of Validity of Resolution of Board Meeting of Private Placement A-share, the resolution in relation to Submitting to Board Meeting for Extension of Authorization of Board Meeting for Handling Details about Private Placement of A-share and on Issuance of Renewable Corporate Bonds and on Submitting to General Meeting to Authorize Board (or persons authorized) to Handle Affairs Related to the Application and Issuance of Renewable Corporate Bonds with Full Power.

12. The Company convened the 79th Meeting (a special meeting) of the sixth Session of the Board on 15 April 2016 to consider and approve the resolution in relation to Applying Loans with The Bank of East Asia, Limited.

– I-4 – APPENDIX I BOARD REPORT 2016

13. The Company convened the 80th Meeting (a regular meeting) of the sixth Session of the Board on 28 April 2016 to consider and approve the resolution in relation to 2016 First Quarterly Report of the Group.

14. The Company convened the 1st Meeting (a special meeting) of the seventh Session of the Board on 7 June 2016 on which the Chairman and Deputy Chairman of the 7th Session of the Board will be selected, members of various professional committee for the 7th Session of the Board of the Company shall be selected, and the following were submitted for deliberation and approval, e.g. the resolution in relation to Employing President and CEO and the resolution in relation to Employing Senior Vice President, CIO, Co-CIO, CFO and Vice President and on Employing Board Secretary.

15. The Company convened the 2nd Meeting (a special meeting) of the seventh Session of the Board on 29 June 2016 to consider and approve the resolution in relation to Sisram or Its Quoted Entities’ Compliance with Notice of Questions about Standardizing Overseas Listing of Enterprises Affiliated to Domestic Public Quoted Companies in terms of Overseas Listing, the resolution in relation to Overseas Listing Scheme of Sisram or Its Quoted Entities, the resolution in relation to Maintaining Status of Independent Listing, the resolution in relation to Explanations and Prospect about the Continuous Profitability, the resolution in relation to Submitting to General Meeting to Authorize the Board to Handle All Affairs Related to Overseas Listing of Sisram or Its Quoted Entities, the resolution in relation to Spin-off of Sisram or on Providing Quota of Guarantee Only to H Shareholders in Overseas Listing of Its Quoted Entities and the resolution in relation to Employing Secretary with Joint Company.

16. The Company convened the 3rd Meeting (a special meeting) of the seventh Session of the Board on 4 July of 2016 to consider and approve the resolution in relation to Scheme of Newly Issued H-share and on Explanation about Use of Previous Fund Raised.

17. The Company convened the 4th Meeting (a special meeting) of the seventh Session of the Board on 7 July 2016 to consider and approve the resolution in relation to Scheme of Participating the Capital Increase of Sinopharm Holding Medical Investment Co., Ltd. and on Employing Senior Vice President.

18. The Company convened the 5th Meeting (a special meeting) of the seventh Session of the Board on 14 July 2016 to consider and approve the resolution in relation to Bidding for Equity of Sinopharm Health Online Co., Ltd., the resolution in relation to Candidates of Executive Directors and on Convening the 2nd Extraordinary Meeting of 2016, the 1st Meeting of A-share Shareholders of 2016 and the 1st Meeting of H-share Shareholders of 2016.

– I-5 – APPENDIX I BOARD REPORT 2016

19. The Company convened the 6th Meeting (a special meeting) of the seventh Session of the Board on 28 July 2016 to consider and approve the resolution in relation to Purchasing Equity of Gland Pharma Limited and Providing Fosun Industrial with Quota for Increased Guarantee.

20. The Company convened the 7th Meeting (a special meeting) of the seventh Session of the Board on 10 August 2016 to consider and approve the resolution in relation to Postponement of Information Disclosure and System of Immunity Business Management of Shanghai Fosun Pharmaceutical (Group) Co., Ltd., the resolution in relation to Restructuring of Subsidiary Shanghai Henlius Biological Technology Co., Ltd. and Its Application of Listing on NEEQ and on Convening the 3rd Extraordinary General Meeting of 2016.

21. The Company convened the 8th Meeting (a regular meeting) of the seventh Session of the Board on 23 August 2016 to consider and approve the resolution in relation to the Semi-annual Report of the Group of 2016, the Semi-annual Report on Internal Control and Self Evaluation of 2016, the resolution in relation to Organization Restructuring, the resolution in relation to Employing Vice President of the Company and the Special Semi-annual Report on Deposit and Actual Use of Raised Fund.

22. The Company convened the 9th Meeting (a special meeting) of the seventh Session of the Board on 30 August 2016 to consider and approve the resolution in relation to Application of Credit Quota and the Mid and Long Term Strategy from 2016 to 2020.

23. The Company convened the 10th Meeting (a special meeting) of the seventh Session of the Board on 5 September 2016 to consider and approve the resolution in relation to Establishing Special Account for the Placement.

24. The Company convened the 11th Meeting (a special meeting) of the seventh Session of the Board on 9 September 2016 to consider and approve the resolution in relation to Participating Restructuring of Major Assets of Chongqing Jianfeng Chemicals Co., Ltd.

25. The Company convened the 12th Meeting (a special meeting) of the seventh Session of the Board on 17 October 2016 to consider and approve the resolution in relation to Renewing Financial Service Agreement with Fosun Finance and on Convening of the 4th Extraordinary General Meeting of 2016.

26. The Company convened the 13th Meeting (a special meeting) of the seventh Session of the Board on 25 October 2016 to consider and approve the resolution in relation to Revise of Articles of Association, the resolution in relation to Revise of General Meeting Rules of Shanghai Fosun Pharmaceutical (Group) Co., Ltd., the resolution in relation to Revise of Board Rules of

– I-6 – APPENDIX I BOARD REPORT 2016

Shanghai Fosun Pharmaceutical (Group) Co., Ltd., the resolution in relation to Revise of Connected Transaction System of Shanghai Fosun Pharmaceutical Group Co., Ltd., the resolution in relation to Revise of Mechanism of Management of Placement of Shanghai Fosun Pharmaceutical (Group) Co., Ltd. and the resolution in relation to Enforcement of Cumulative Voting of Shanghai Fosun Pharmaceutical (Group) Co., Ltd.

27. The Company convened the 14th Meeting (a regular meeting) of the seventh Session of the Board on 28 October 2016 to consider and approve the resolution in relation to the Third Quarterly Report of 2016 of the Group, the resolution in relation to Employing Representative of Securities Affairs and the resolution in relation to Organization Restructuring.

28. The Company convened the 15th Meeting (a special meeting) of the seventh Session of the Board on 9 November 2016 to consider and approve the resolution in relation to Replacing Self-raised Fund Invested into IPO with Placement and on Revise of Articles of Association.

29. The Company convened the 16th Meeting (a special meeting) of the seventh Session of the Board on 10 November 2016 to consider and approve the resolution in relation to Repurchase and Cancellation of Part of the Locked-up Restrictive A-share and the resolution in relation to Revising Registered Capital of the Company.

30. The Company convened the 17th Meeting (a special meeting) of the seventh Session of the Board on 21 November 2016 to consider and approve the resolution in relation to Unlocking the Phase I Restrictive A-share Involved in the Incentive Plan of Phase II Restrictive Shares of Shanghai Fosun Pharmaceutical (Group) Co., Ltd. (revised draft).

31. The Company convened the 18th Meeting (a special meeting) of the seventh Session of the Board on 12 December 2016 to consider and approve the resolution in relation to Capital Increase into Fosun Pharma Industrial Pte. Ltd. by Fosun Industrial, a wholly-owned subsidiary of the Company.

32. The Company convened the 19th Meeting (a special meeting) of the seventh Session of the Board on 22 December 2016 to consider and approve the resolution in relation to Transferring Stocks of Jiangsu Wanbang, the resolution in relation to Transferring Stocks of Xuzhou Wanbang Jinqiao Pharmaceutical Co., Ltd. and the resolution in relation to Stipulating Regulations of Anti- corruption of Shanghai Fosun Pharmaceutical (Group) Co., Ltd.

– I-7 – APPENDIX I BOARD REPORT 2016

(II) During the Reporting Period, the Board committees under the sixth and seventh sessions of the Board have fully taken advantage of the expertise of independent non-executive directors and proactively provided recommendations for decision- making to the Board so as to further improve the decision-making efficiency of the Board. Details of the work carried out by such committees are as follows:

1. During the Reporting Period, the Audit Committee of the sixth session of the Board held 4 meetings, and the Audit Committee of the seventh session of the Board held 9 meetings, during which it reviewed the Group’s related party/connected transactions, periodic reports, audit plan, internal control examination and supervision report and material related party/connected transactions; provided the Group with recommendations for improving the internal control system; and earnestly performed the duties of the Audit Committee.

2. During the Reporting Period, the Nomination Committee of the sixth session of the Board held 2 meetings, and the Nomination Committee of the seventh session of the Board held 4 meetings, during which it discussed and reviewed selection, employment and adjustment of the candidates for senior management and directors; and earnestly performed the duties of the Nomination Committee.

3. During the Reporting Period, the Remuneration and Appraisal Committee of the sixth session of the Board held 2 meetings, the Remuneration and Appraisal Committee of the seventh session of the Board held 2 meetings, during which it considered the matters in relation to the Phrase II release of lock-up for restricted A shares under the Phrase I Incentive Scheme, the 2015 appraisal results and remuneration and 2016 appraisal plan for the executive directors/senior management of the Company, repurchase and cancel of partial restricted A shares remaining in lock-up under the Phrase II Incentive Scheme, and Phrase I release of lock-up for restricted A shares under the Phrase II Incentive Scheme; and earnestly performed the duties of the Remuneration and Appraisal Committee.

4. During the Reporting Period, the Strategic Committee of the seventh session held 1 meeting, during which it reviewed the Group’s medium-and long-term strategic plans for 2016-2020; and earnestly performed the duties of the Strategic Committee.

(III) During the Reporting Period, the Board also convened 1 annual general meeting, 4 extraordinary general meetings and 1 class meeting of A shareholders and H shareholders pursuant to the Articles of Association and the Group’s actual needs.

– I-8 – APPENDIX I BOARD REPORT 2016

III. DURING THE REPORTING PERIOD, THE CORPORATE GOVERNANCE IS AS FOLLOWS:

Pursuant to the provisions and requirements of the Company Law, the Securities Law, the Code of Corporate Governance for Listed Companies, the Corporate Governance Code as contained in Appendix 14 to the Hong Kong Listing Rules and other relevant laws and regulations, the Company continuously improved corporate governance structure and strengthened the internal control of the Group in 2016. Under the Board, there are Audit Committee, Strategic Committee, Remuneration and Appraisal Committee, and Nomination Committee, which strengthened the structure and decision-making functions of the Board. During the past year, with the joint efforts of the Board, the management and all our staff, the Group managed to make significant progress in improving operational results and governance structures. In 2017, the Board of the Company will continue to operate in a standardized manner and work diligently to fulfill its duties strictly in accordance with provisions and requirements of relevant laws and regulations as well as the Articles of Association and to facilitate the continuous improvement of the competitiveness of the Company, thereby paying back its investors with better operational results.

– I-9 – APPENDIX II SUPERVISORY COMMITTEE REPORT 2016

Principal work of the Supervisory Committee for the year ended 31 December 2016 is set out as follows:

I. DURING THE REPORTING PERIOD, THE DAILY OPERATION OF THE SUPERVISORY COMMITTEE IS AS FOLLOWS:

In 2016, the sixth and seventh sessions of the Supervisory Committee of the Company carried out the work diligently, lawfully and efficiently in accordance with the Articles of Association and the Rules of Procedures for the Supervisory Committee’s Meeting.

The sixth and seventh sessions of the Supervisory Committee of the Company attended and participated in the discussion of the Board, and also held 12 meetings in 2016, and details are as follows:

1. On 7 January 2016, the Company convened the 1st meeting of the sixth session of the Supervisory Committee in 2016 (a special meeting) to review and approve the resolution in relation to Unlocking the Phase II Restrictive A-share Involved in the Incentive Plan of Phase II Restrictive Shares of Shanghai Fosun Pharmaceutical Group Co., Ltd.

2. On 23 February 2016, the Company convened the 2nd meeting of the sixth session of the Supervisory Committee in 2016 (a special meeting) to review and approve the resolution in relation to Signing Termination Agreement of Shares Subscription Contract with Proposed Objects of Private Placement of A-share/Proposal on Signing Contract for Subscription of Shares and Termination Agreement of the Supplementary Agreement, the resolution in relation to Re-regulation of Schemes of Private Placement of A-share, the resolution in relation to Scheme of Private Placement of A-share (2nd Revised Draft), the resolution in relation to Feasibility Report about Use of Private Placement of A-share (2nd Revised Draft), the resolution in relation to Main Influence of Dilution of Spot Returns on Major Financial Index and Measures Taken, the resolution in relation to Revise of Investment Projects Funded by Private Placement of A-share and the resolution in relation to Commitment about Complementing Measures for Dilution of Returns by Private Placement of A-share.

3. On 29 March 2016, the Company convened the 3rd meeting of the sixth session of the Supervisory Committee in 2016 (a regular meeting) to review and approve the Group’s 2015 Annual Report, the Work Report of the Supervisory Committee for 2015, the Special Report of the Placement and Actual Use of the Proceeds in 2015 and the 2015 Internal Control Self-assessment Report.

4. On 11 April 2016, the Company convened the 4th Meeting of the sixth session of the Supervisory Committee in 2016 (a special meeting) to review and approve the resolution in relation to Candidates of the seventh session of the Board of Supervisors.

– II-1 – APPENDIX II SUPERVISORY COMMITTEE REPORT 2016

5. On 28 April 2016, the Company convened the 5th meeting of the sixth session of the Supervisory Committee in 2016 (a regular meeting) to review and approve the 2016 First Quarterly Report of the Group.

6. On 7 June 2016, the Company convened the 1st meeting of the seventh session of the Supervisory Committee in 2016 (a special meeting) on which the Chairman of the seventh Session of the Board of Supervisors was approved and selected.

7. On 23 August 2016, the Company convened the 2nd meeting of the seventh session of the Supervisory Committee in 2016 (a regular meeting) to review and approve the resolution in relation to Semi-annual Report of the Group of 2016, the Semi-annual Report on Internal Control and Self Evaluation of 2016 and the resolution in relation to Special Semi-annual Report on Deposit and Special Report of the Placement and Actual Use of the Proceeds in 2016.

8. On 25 October 2016, the Company convened the 3rd meeting of the seventh session of the Supervisory Committee in 2016 (a special meeting) to review and approve the resolution in relation to Revising Board of Supervisors Rules of Shanghai Fosun Pharmaceutical (Group) Co., Ltd.

9. On 28 October 2016, the Company convened the 4th meeting of the seventh session of the Supervisory Committee in 2016 (a regular meeting) to review and approve the 2016 Third Quarterly Report of the Group.

10. On 9 November 2016, the Company convened the 5th meeting of the seventh session of the Supervisory Committee in 2016 (a special meeting) to review and approve the resolution in relation to Replacing Self-raised Fund Invested into IPO with Placement.

11. On 10 November 2016, the Company convened the 6th meeting of the seventh session of the Supervisory Committee in 2016 (a special meeting) to review and approve the resolution in relation to Repurchase and Cancellation of Part of the Locked-up Restrictive A-share.

12. On 21 November 2016, the Company convened the 7th meeting of the seventh session of the Supervisory Committee in 2016 (a special meeting) to review and approve the resolution in relation to Unlocking the Phase I Restrictive A-share Involved in the Incentive Plan of Phase II Restrictive Shares of Shanghai Fosun Pharmaceutical (Group) Co., Ltd. (revised draft).

– II-2 – APPENDIX II SUPERVISORY COMMITTEE REPORT 2016

II. INDEPENDENT OPINION OF THE SUPERVISORY COMMITTEE ON THE LAWFUL OPERATION OF THE COMPANY

The Supervisory Committee is of the view that the operation of the Company has been consistent with the provisions of the Company Law, the Securities Law and the Articles of Association; that the decision-making process of the Company has been in compliance with the laws, and the Company has established a relatively comprehensive internal control system; and that the Directors and senior management, in discharging the duties of Company, have not violated any laws, regulations or the Articles of Association, nor have they acted in a way which is prejudicial to the interests of the Company.

III. INDEPENDENT OPINION OF THE SUPERVISORY COMMITTEE ON THE FINANCIAL POSITION OF THE GROUP

The Supervisory Committee agreed with the audit opinion issued by Ernst & Young Hua Ming and Ernst & Young on the 2016 annual financial report of the Group, and that the financial report of the Group has given a true and fair view of the financial position and the operating results of the Group.

IV. INDEPENDENT OPINION OF THE SUPERVISORY COMMITTEE ON THE ACQUISITIONS OR DISPOSALS OF ASSETS BY THE GROUP

The Supervisory Committee is of the view that the Group acquired and disposed of assets at reasonable prices, and it is not aware of any insider dealing or any act that is prejudicial to the interests of Shareholders or resulting in any loss of assets of the Group.

V. INDEPENDENT OPINION OF THE SUPERVISORY COMMITTEE ON RELATED PARTY/CONNECTED TRANSACTIONS OF THE GROUP

The Supervisory Committee is of the view that the related party/connected transactions of the Group were fair and were not prejudicial to the interests of the Group.

VI. THE REVIEW OF THE INTERNAL CONTROL SELF-ASSESSMENT REPORT BY THE SUPERVISORY COMMITTEE

The Supervisory Committee has reviewed the 2016 Internal Control Self-Assessment Report of the Group, and considered that the Group has established an appropriate internal control system in all material respects and the internal control system has operated efficiently, ensuring the implementation of the internal control measures and the normal conduct of production and operation.

– II-3 – APPENDIX III FINAL ACCOUNTS REPORT 2016

I. CHINA ACCOUNTING STANDARDS FOR BUSINESS ENTERPRISES

In 2016, the Group realized revenue of RMB14,628.82 million, representing an increase of 16.02% as compared with that of 2015; excluding the impact of the disposal of Handan Pharmaceutical in 2015, the new acquisition of Wanbang Tiancheng and establishment of Wenzhou Geriatric Hospital in 2016, the Group’s revenue increased by 16.15% as compared with that of the year 2015 calculated with the same calibre, of which, the Group realized revenue of RMB10,259.54 million in pharmaceutical manufacturing and R&D segment, representing an increase of 14.83% as compared with that of 2015. Excluding the impact of the disposal of Handan Pharmaceutical in 2015 and the new acquisition of Wanbang Tiancheng in 2016, the Group’s revenue increased by 16.27% as compared with that of the year 2015 calculated with the same calibre; revenue from healthcare services segment was RMB1,677.55 million, representing an increase of 21.67% as compared with that of 2015. Excluding the impact of establishment of Wenzhou Geriatric Hospital and other companies in 2016, the Group’s revenue increased by 13.57% as compared with that of the year 2015 calculated with the same calibre. The Group realized revenue in Chinese mainland of RMB12,506.47 million, representing an increase of 14.57% as compared with that of 2015. The revenue in foreign countries and regions reached RMB2,122.34 million, representing an increase of 25.37% as compared with that of 2015. The Group witnessed a further increase of sales income in foreign countries and regions.

During the Reporting Period, net profits of the Group, after deducting non-recurring gains and losses, maintained an upward trend, net profits attributed to shareholders of the listed company in 2016, after deducting non-recurring gains and losses, were RMB2,092.78 million, representing an increase of 26.36% as compared with that of 2015.

Major accounting information and financial indicators for 2016 were as follows:

Unit: Yuan Currency: RMB

Year on year Major accounting information 2016 2015 increase/decrease (%)

Revenue 14,628,820,443.07 12,608,648,314.38 16.02 Total profit 3,571,548,826.42 3,371,831,538.45 5.92 Net profit attributable to shareholders of the listed company 2,805,837,071.35 2,460,093,583.58 14.05 Net profit attributable to shareholders of the listed company, after deducting extraordinary gains and losses 2,092,783,003.70 1,656,207,786.34 26.36 Net cash flow from operating activities 2,110,039,265.11 1,621,027,875.43 30.17 (note)

– III-1 – APPENDIX III FINAL ACCOUNTS REPORT 2016

As at the end As at the end Year on year of 2016 of 2015 increase/decrease (%)

Total asset 43,767,787,265.95 38,201,725,757.65 14.57 Owners’ equity attributable to shareholders of the listed company 22,190,215,546.23 18,181,570,108.38 22.05

Note: The increase in net cash flow generated from operating activities was mainly due to the outstanding sales performance and operational enhancement of the Group during the Reporting Period.

Year on year Major financial indicators 2016 2015 increase/decrease (%)

Basic earnings per share (RMB/share) 1.21 1.07 13.08 Diluted earnings per share (RMB/share) 1.20 1.06 13.21 Basic earnings per share, after deducting extraordinary gains and losses (RMB/share) 0.91 0.72 26.39 Weighted average return on equity (%) 14.25 14.21 Increased by 0.04 percentage point Weighted average return on equity, after 10.63 9.57 Increased by 1.06 deducting extraordinary gains and losses (%) percentage point Net cash flow per share from operating activities (RMB/share) (note 1) 0.91 0.70 30.00 (note 2)

As at the end As at the end Year on year of 2016 of 2015 increase/decrease (%)

Net asset per share attributable to shareholders of the listed company (RMB/share) (note 1) 9.61 7.87 22.11

Note 1: Calculated by weighted average number of shares.

Note 2: The increase in net cash flow per share from operating activities was mainly due to the outstanding sales performance and operational enhancement of the Group during the Reporting Period.

– III-2 – APPENDIX III FINAL ACCOUNTS REPORT 2016

II. HONG KONG FINANCIAL REPORTING STANDARD

The Group, being a listed company listed in the A-share and H-share markets, is required to disclose its annual reports prepared in accordance with the China Accounting Standards for Business Enterprises and the Hong Kong Financial Reporting Standards, respectively. There was no difference in the net profit for 2016 and 2015 stated in the consolidated financial statements as prepared by the Group in accordance with the China Accounting Standards for Business Enterprises and the Hong Kong Financial Reporting Standardsnote 3. The difference of RMB56,887,027.61 between the net assets as at 31 December 2016 and the net assets as at 31 December 2015 was resulted from the differences in the accounting treatment in the cost of the right of circulation for split shares under the China Accounting Standards for Business Enterprises and the Hong Kong Financial Reporting Standards. In addition, the presentation items and method of presentation in the financial statements are different.

Details of the report are set out as below:

Unit: Yuan Currency: RMB

China Accounting Standards for Hong Kong Financial Business Enterprises Reporting Standards Year-on-year Year-on-year Financial Position 31 December 2016 change 31 December 2016 change (%) (%)

Total assets 43,767,787,265.95 14.57 43,710,900,238.34 14.59 Total liabilities 18,517,461,329.95 5.62 18,517,461,329.95 5.62 Net assets 25,250,325,936.00 22.16 25,193,438,908.39 22.22 Equity attributable to shareholders of the listed Company 22,190,215,546.23 22.05 22,133,328,518.62 22.12 Debt-to-asset ratio 42.31% Decreased by 3.58 42.36% Decreased by 3.60 percentage point percentage point Weighted average return on 14.25% Increased by 0.04 14.30% Increased by 0.04 equity percentage point percentage point

Note 3: The cost of the right of circulation for split shares referred to above is essentially the consideration offered by owners of non-tradable shares to owners of tradable shares for Chinese listed companies without compensation in order to obtain the right of circulation. Such consideration is recognized as assets under the China Accounting Standards for Business Enterprises but is directly included in the cost when incurred under the Hong Kong Financial Reporting Standards and therefore a difference is resulted between the financial statements as prepared in accordance with the above standards.

– III-3 – APPENDIX III FINAL ACCOUNTS REPORT 2016

Unit: Yuan Currency: RMB

China Accounting Standards for Hong Kong Financial Business Enterprises Reporting Standards Year-on-year Year-on-year Operating results 2016 change 2016 change (%) (%)

Revenue 14,628,820,443.07 16.02 14,505,584,527.82 16.03 Total profits 3,571,548,826.42 5.92 3,571,548,826.41 5.92 Net profits 3,221,341,795.70 12.22 3,221,341,795.70 12.22 Net profit attributable to shareholders of the listed Company 2,805,837,071.35 14.05 2,805,837,071.35 14.05 Net cash flow from operating activities 2,110,039,265.11 30.17 2,110,039,265.11 30.17 Basic earnings per share (RMB/share) 1.21 13.08 1.21 13.08 Diluted earnings per share (RMB/share) 1.20 13.21 1.20 13.21

– III-4 – APPENDIX IV RPT REPORT

Details of resolutions in relation to the estimates of the ongoing related party transactions for 2017 of the Group are as follows:

I. ESTIMATES OF ONGOING RELATED PARTY/CONNECTED TRANSACTIONS FOR 2017

According to the related party/connected transactions of the Group carried out in the recent years as well as to take into account the development needs of the Group, the estimates for the ongoing related party/connected transactions of the Group in 2017 are shown as below:

Unit: RMB

Type of Transaction Related Party/ Details of transaction Amount Amount Connected Person incurred for estimated for 2016 2017

Procurement of raw Sinopharm Pharmaceutical products, 97,329,289.09 170,000,000.00 materials or goods from (Note 1) raw materials, related party/connected reagents, etc. person Zhejiang D.A Diagnostic Diagnostic Products 1,169,313.05 1,500,000.00 Co., Ltd.* (Note 1) Beijing Steellex Biological Pharmaceutical products, 355,572.74 350,000.00 Technology Co., Ltd. raw materials, reagents, etc. Chongqing Pharma Pharmaceutical products, 0.00 200,000.00 (Note 1) raw materials, reagents, etc. Xingyao Medical Pharmaceutical products, N/A 500,000.00 raw materials, reagents, etc. Subtotal / 98,854,174.88 172,550,000.00

Lease of devices from Fosun International Medical devices N/A 80,000,000.00 related party/connected (Note 1) person Subtotal / / 80,000,000.00

– IV-1 – APPENDIX IV RPT REPORT

Type of Transaction Related Party/ Details of transaction Amount Amount Connected Person incurred for estimated for 2016 2017

Sales of raw materials or Sinopharm Pharmaceutical products 1,135,375,328.30 1,600,000,000.00 goods to related (Note 1) party/connected person Zhejiang D.A Diagnostic Diagnostic Products 27,094,286.09 28,000,000.00 Co., Ltd.* (Note 1) Jiangsu Sinnowa Medical Diagnostic Products 8,187.51 10,000.00 Technology Co., Ltd.* Chindex International, Inc. Medical devices 2,295,223.09 6,000,000.00 Chongqing Pharma Pharmaceutical products 294,511,919.04 360,000,000.00 (Note 1) Xingyao Medical Pharmaceutical products N/A 17,000,000.00 Fosun International Pharmaceutical products N/A 10,000,000.00 (Note 1) Subtotal / 1,459,284,944.03 2,021,010,000.00

Rental and property Fosun High Tech (Note 1) Property leasing and 13,883,840.19 20,000,000.00 management receipt of property management Fosun High Tech (Note 1) Property leasing and 7,925,862.99 13,000,000.00 provision of property management Shanghai LONZA Fosun Property leasing and 613,659.85 650,000.00 Pharmaceutical Science provision of property and Technology management Development Co., Ltd.* Tong De Equity Property leasing and 636,312.60 750,000.00 Investment Management provision of property (Shanghai) Co., Ltd.* management Sinopharm (Note 1) Property leasing 900,000.00 900,000.00 Shanghai Lanxin Property leasing and 145,315.12 550,000.00 Pharmaceutical Science provision of property Co., Ltd. management Fosun Kite Biotechnology Property leasing and N/A 1,500,000.00 Co., Ltd. provision of property management Zhiguan Fosun Medical Property leasing and N/A 200,000.00 Device Technology provision of property (Shanghai) Co., Ltd. management (provisional name)

– IV-2 – APPENDIX IV RPT REPORT

Type of Transaction Related Party/ Details of transaction Amount Amount Connected Person incurred for estimated for 2016 2017

Xingyao Medical Property leasing and N/A 700,000.00 provision of property management Subtotal / 24,104,990.75 38,250,000.00

Provision of services to Fosun High Tech (Note 1) Other services 522,329.26 1,800,000.00 related party/connected Shanghai LONZA Fosun Technical services 2,372,767.90 10,000,000.00 person Pharmaceutical Science and Technology Development Co., Ltd.* Tong De Equity Other services 47,775.53 100,000.00 Investment Management (Shanghai) Co., Ltd.* Shanghai Yixing Sports Other services 43,426.30 60,000.00 Development Co., Ltd.* Shanghai Xinghao Health Other services 25,987.41 30,000.00 Management Consultation Co., Ltd. Healthy Harmony Other services 3,353,737.50 2,000,000.00 Holdings L.P. Sinopharm Other services 0.00 50,000.00 (Note 1) Shanghai Lanxin Other services 2,546.48 50,000.00 Pharmaceutical Science Co., Ltd. Fosun Kite Biotechnology Other services N/A 500,000.00 Co., Ltd. Xingyao Medical Other services N/A 500,000.00 Subtotal / 6,368,570.38 15,090,000.00

– IV-3 – APPENDIX IV RPT REPORT

Type of Transaction Related Party/ Details of transaction Amount Amount Connected Person incurred for estimated for 2016 2017

Receipt of services from Zhejiang D.A Diagnostic Technical services 1,437,594.40 3,500,000 related party/connected Co., Ltd.* (Note 1) person Fosun High Tech (Note 1) Other services 619,133.28 1,000,000 Yong An Property Other services 3,696,853.88 5,000,000 Insurance Co., Ltd. Shanghai LONZA Fosun Other services 0.00 1,000,000 Pharmaceutical Science and Technology Development Co., Ltd.* Subtotal / 5,753,581.56 10,500,000

Provision of loans by Fosun Finance (Note 2) Loans (Maximum 0.00 1,000,000,000.00 related party/connected daily value) person Deposits in related Deposits (Maximum 678,427,635.99 1,000,000,000.00 party/connected person daily value) Other financial services Service fee 0.00 1,000,000.00 Subtotal / 678,427,635.99 2,001,000,000.00 Total / 2,272,793,897.59 4,338,400,000.00

Note 1: Including its holding subsidiaries/entities.

Note 2: The ongoing related party/connected transactions, such as deposits, loans and other financial services between the Group and Fosun Finance from 2014 to 2016, were approved at the 2013 first extraordinary general meeting of the Company. The ongoing related party/connected transactions, such as deposits, loans and other financial services between the Group and Fosun Finance from 2017 to 2019, were approved at the 2016 fourth extraordinary general meeting of the Company.

– IV-4 – APPENDIX IV RPT REPORT

The status of ongoing related party/connected transactions for 2017 is set out as follows:

Related Reason for the larger difference between Types of party/connected the amount estimated for 2017 and the transactions person actual incurred amount last year

Procurement of raw Sinopharm The holding subsidiaries/entities under the materials or (Note 1) pharmaceutical manufacturing segment of the goods from Group and the pharmaceutical distributor, related party Sinopharm (Note 1) maintain an upstream- downstream relationship. Therefore, the estimated amount for 2017 has taken into account the expected increase in the scale of transactions resulting potential mergers of the holding subsidiaries/entities and Sinopharm (Note 1).

Lease of equipment Fosun International In 2017, Fosun International Co., Ltd. (Note 1) from related (Note 1) intends to increase financing lease services of party/connected provision of equipment and instrument. person

Sales of raw Sinopharm The holding subsidiaries/entities under the materials or (Note 1) pharmaceutical manufacturing segment of the goods to related Group and the pharmaceutical distributors party/connected Chongqing Pharma maintain an upstream-downstream relationship. person (Note 1) Therefore, the estimated amount for 2017 has taken into account the expected increase in the scale of transactions resulting potential mergers of the holding subsidiaries/entities and Sinopharm Group.

Provision of loans Fosun Finance Having considered the possibility of developing by related related business between the Group and Fosun party/Deposits in Finance in the future, the estimated amount for related 2017 has made reference to the maximum party/connected amount of loans agreed in the Financial person Services Agreement, which was approved at the 2016 fourth extraordinary general meeting of the Company, entered into between the Company and Fosun Finance.

Note 1: Including its holding subsidiaries/entities.

Note 2: The ongoing related party/connected transactions, such as deposits, loans and other financial services between the Group and Fosun Finance from 2017 to 2019, were approved at the 2016 fourth extraordinary general meeting of the Company.

– IV-5 – APPENDIX IV RPT REPORT

II. PROFILE OF RELATED PARTIES/CONNECTED PERSON AND RELATIONSHIP WITH RELATED PARTIES/CONNECTED PERSON

1. Sinopharm

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

Legal representative : Wei Yulin

Registered capital : RMB2,767.095089 million

Type of registration : Company limited by shares (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, Category III: puncture injection equipment, medical materials and dressings as well as medical polymer materials and products, Category II: medical X-ray ancillary equipment and parts; food distribution management (non-physical), domestic trade (except trade requiring a special permit), logistics and related consulting services, distribution of cosmetics, stationery and sporting goods, business information 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 those subject to license control under the law, approvals shall be obtained from the relevant authorities before commencement of such operation.)

Relationship : The Directors and senior management of the Company also served as the directors of Sinopharm. According to SSE Listing Rules, Sinopharm constitutes a related party.

– IV-6 – APPENDIX IV RPT REPORT

2. Zhejiang D.A. Diagnostic Co., Ltd.* (“Di’an Diagnostic”)

Registered address : Floor 5-6, Zanyu Plaza, No. 702, Gudun Road, Xihu District, Hangzhou

Legal representative : Chen Haibin

Registered capital : RMB551.029453 million

Type of registration : 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 as well as the wholesale of medical equipment (operating with license for businesses requiring an administrative permit).

Relationship : The Director of the Company also served as the directors of Zhejiang DIAN. According to the SSE Listing Rules, Zhejiang DIAN constitutes a related party.

3. Beijing Steellex Biological Technology Co., Ltd. (“Steellex”)

Registered address : Room B302, B321, B322, B216, B217, B218, Block 4, No. 5 Chaoqian Road, Science and Technology Zone, Changping District, Beijing

Legal representative : Li Gang

Registered capital : RMB21.25 million

Type of registration : Other limited liability company

– IV-7 – APPENDIX IV RPT REPORT

Scope of business : Promotion services for bio-technology; distribution of computer software, automatic control devices, equipment and apparatus; import and export of goods, technologies and as an agency for import and export; lease of commercial buildings and office buildings. (The enterprise shall independently choose its operating items according to law; for those subject to license control under the law, approvals shall be obtained from the relevant authorities before commencement of such operation; it’s forbidden to be engaged in operations banned or restricted by industrial policies of the city.)

Relationship : The senior management of the Company also served as the directors of Steellex. According to the SSE Listing Rules, Steellex constitutes a related party.

4. Chongqing Pharma

Registered address : No. 128 Minzu Road, Yuzhong District, Chongqing

Legal representative : Liu Shaoyun

Registered capital : RMB449.837193 million

Type of registration : Limited liability company (non-listed, state-controlled)

– IV-8 – APPENDIX IV RPT REPORT

Scope of business : Wholesale of chemical raw material pharmaceuticals and their preparations, antibiotic raw material pharmaceuticals and their preparations, biochemical pharmaceuticals, prepared Chinese medicines, traditional medicinal materials, Chinese medicine crude slices, biological products, vaccines, psychotropic substances of category II, anabolic agents, peptide hormones, and medical devices of category I, II and III (operation according to the verification items of licences); ordinary freight and transport of dangerous goods (Category 3); transport of dangerous goods (Category 8), special transport of reefer and insulated goods, excluding highly poisonous chemicals out of the above transport projects; wholesale of prepackaged food; sales of dairy products (include infant formula milk powder) and health foods. The following scope of business is limited to branches: wholesales of narcotic drugs, psychotropic substances of category I (national wholesales) and IVD reagents. Sales of prepackaged food, accommodation, making and selling of Chinese foods (except for cold dishes, raw sea foods, cold and hot drinks), the above mentioned scope of business is according to the verification period of licences. * Sales of general merchandise, metals, electricity, chemicals (except for dangerous chemicals), knitwear, motorcycles and parts, standard machinery, electrical machinery and equipment, woods, computers, daily chemicals, cosmetics, and sterilization supplies; warehousing (except for dangerous goods warehousing); commercial and trade information services, garment manufacturing, import and export business of goods and technologies, agency for import and export business (for items which required license according to the law, its operation shall only be started after approved by related authorities).

Relationship : Chongqing pharma held above 10% of the equity interests in Yao Pharma*, a major subsidiary of the Company, according to the SSE Listing Rules and the Stock Exchange Listing Rules, Chongqing pharma constituted a related party/connected person.

– IV-9 – APPENDIX IV RPT REPORT

5. Xingyao Medical

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

Legal representative : Zhu Yaoyi

Registered capital : RMB10 million

Type of registration : Limited Liability Company (invested or controlled by natural person)

Scope of business : Sales and production of medical apparatus and biochemical preparations and four technical services, industrial investment, machinery, and sales of hardware and electrical equipment. Third class medical device (see License for Medical Apparatus Operation Enterprises), rental of medical devices and imports and exports of cargo and technology. [operating with license for businesses requiring an administrative permit]

Relationship : The senior management of the Company also served as the directors of Xingyao Medical. According to the SSE Listing Rules, Xingyao Medical constitutes a related party.

6. Fosun International

Registered Office : Room 808, ICBC Mansion, No. 3 of Garden Road, Hong Kong

Number of Shares : 8,590,680,644 shares Issued

Scope of Business : Investment management

Relationship : Fosun International is the controlling shareholder of the Company. According to the SSE Listing Rules and the Stock Exchange Listing Rules, Fosun International constitutes a related party/connected person.

– IV-10 – APPENDIX IV RPT REPORT

7. Jiangsu Sinnowa Medical Technology Co., Ltd.* (“Jiangsu Sinnowa”)

Registered address : No. 7 Baoshan Road, Qilin Street, Jiangning District, Nanjing City, Jiangsu Province

Legal representative : Xu Xin

Registered capital : RMB50 million

Type of registration : Limited Liability Company (investment or holdings by a natural person)

Scope of business : 6840 Clinic analysis instruments of category III; R&D, production, sales and related technical services of the in-vitro diagnostic reagents; R&D and production of electronic, information and biotechnology technology products; sales of self-made products, import and export business of same category products aforementioned (except for distribution, import and export goods and technologies which are restricted or prohibited by the State) and related after-sales services. (For those subject to license control under the law, approvals shall be obtained from the relevant authorities before commencement of such operation.)

Relationship : The senior management of the Company also served as the directors of Jiangsu Sinnowa. According to the SSE Listing Rules, Jiangsu Sinnowa constitutes a related party.

8. Chindex International, Inc. (“Chindex”)

Registered address : 4340 EAST WEST HWY SUITE 1100 BETHESDA, Maryland 20814

Chairman of the : Chen Qiyu, Chen Yue Board

Scope of business : Medical, dental and medical equipment and supplies

Relationship : The senior management of the Company also served as the directors of Chindex. According to the SSE Listing Rules, Chindex constitutes a related party.

– IV-11 – APPENDIX IV RPT REPORT

9. Fosun High Tech

Registered address : Room 206, No. 500 Caoyang Road, Shanghai

Legal representative : Guo Guangchang

Registered capital : RMB4,800 million

Type of registration : Limited liability company (wholly owned by legal entity in Taiwan/Hong Kong/Macau)

Scope of business : Development and transfer of biological and computer technology, production and distribution of in-house products as well as relevant consulting service; commissioned by Fosun International Limited and its invested enterprises and affiliates, the company provides them with operating decisions and management advisory, property management advisory, procurement as well as quality control and management advisory, marketing service, product technology R&D and technical support, information service and staff training and management (for items which require license according to the law, its operation shall only commence after receiving approval from relevant authorities).

Relationship : Fosun High Tech is the controlling shareholder of the Company. According to the SSE Listing Rules and the Stock Exchange Listing Rules, Fosun High Tech constitutes a related party/connected person.

10. Shanghai LONZA Fosun Pharmaceutical Science and Technology Development Ltd.* (“LONZA Fosun”)

Registered address : Room 302, 304, 306, Block 1, No. 150 Copernicus Road, Shanghai Zhangjiang Hi-tech Park

Legal representative : GORDON EDWARD BATES

Registered capital : RMB100 million

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

– IV-12 – APPENDIX IV RPT REPORT

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 technical consultation and service (operating with license for businesses requiring an administrative permit).

Relationship : The senior management of the Company also serve as the directors of LONZA Fosun. According to the SSE Listing Rules, LONZA Fosun constitutes a related party.

11. Tong De Equity Interests Investment Management (Shanghai) Co., Ltd.* (“Tongde Equity Interests”)

Registered address : Room 208, No. 866, Halei Road, China (Shanghai) Pilot Free Trade Zone

Legal representative : Cui Zhiping

Registered capital : US$2 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 : The senior management of the Company also serve as the directors of Tongde Equity Interests. According to the SSE Listing Rules, Tongde Equity Interests constitutes a related party.

– IV-13 – APPENDIX IV RPT REPORT

12. Shanghai Lanxin Pharmaceutical Science Co., Ltd. (“Lanxin Science”, now “Shanghai Anbo Bio-pharmaceutical Limited Liability Company”)

Registered address : 3rd Floor, No. 1 of 14th Building, No. 528 Ruiqing Road, East Section of Zhangjiang High Tech of Shanghai

Legal representative : BING LI

Registered capital : RMB386.837293 million

Type of registration : Limited Liability Company (Joint Venture, non-listed)

Scope of business : Research and development of drugs, healthcare products and sterilizers, technical consultation and service, transfer of self-developed technology, investment consultation (excluding finance and securities). [operating with license for businesses requiring an administrative permit].

Relationship : The senior management of the Company also serve as the directors of Lanxin Science. According to the SSE Listing Rules, Lanxin Science constitutes a related party.

13. Fosun Kite Biotechnology Co., Ltd.(“Fosun Kite Biotechnology”)

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

Registered capital : The registered capital is US$40 million, in which, the wholly-owned subsidiary Fosun Pharmaceutical Industrial accounts for 50% of registered capital of Fosun Kite Biotechnology; KP EU C.V. accounts for 50% of the registered capital of Fosun Kite Biotechnology.

– IV-14 – APPENDIX IV RPT REPORT

Scope of business : The technology development, technology transfer, technology consultation, technology service, chemical products (excluding the hazardous chemicals, MCCs, fireworks and crackers, civil explosives, precursor chemicals), instrument and apparatus, the import and export of machineries and equipments, 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 : The senior management of the Company also serves as the directors of Fosun Kite Biotechnology. According to the SSE Listing Rules, Fosun Kite Biotechnology constitutes a related party.

14. Zhiguan Fosun Medical Device Technology (Shanghai) Co., Ltd. (“Zhiguan Fosun”, provisional name)

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

Registered capital : The registered capital is expected to be USD100 million, in which, the Fosun Pharmaceutical accounts for 40% of registered capital of Zhiguan Fosun; Intuitive Surgical SARL accounts for 60% of the registered capital of the new company.

Relationship : The senior management of the Company will also serve as the directors of Zhiguan Fosun. According to the SSE Listing Rules, Zhiguan Fosun Biological constitutes a related party.

15. Shanghai Yixing Sports Development Limited* (“Shanghai Yixing”)

Registered address : 507, 5th Floor, No. 135, Jianguo Road, Huangpu District, Shanghai

Legal representative : Pan Donghui

Registered capital : RMB5 million

– IV-15 – APPENDIX IV RPT REPORT

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

Scope of business : Event planning and advisory on sport culture communication (not allowed to engage in manager operation), planning for culture and art communication, activities planning for sport matches, ceremonial services, fitness services (limited to operation of branches), exhibition services, business advisory, design, production and distribution of advertisement; sales of sporting goods, fitness equipment, gifts, general merchandise, clothing, crafts (operating with license for businesses requiring an administrative permit).

Relationship : Shanghai Yixing and the Company are both controlled by Mr. Guo Guangchang. According to the SSE Listing Rules and the Stock Exchange Listing Rules, Shanghai Yixing constitutes a related party/connected person.

16. Shanghai Xinghao Health Management Consultation Co., Ltd. (“Xinghao Health”)

Registered address : Room 223-07, 5th Building, No. 1499-1, Shangchuan Road of Pudong New Area, Shanghai

Legal representative : Zhao Hanzhong

Registered capital : RMB10 million

Type of registration : Limited Liability Company (sole Proprietorship invested by or controlled by natural person)

– IV-16 – APPENDIX IV RPT REPORT

Scope of business : Health management consultation (forbidden to do businesses in relation to diagnosis and psychological consultation), enterprise management consultation and commercial consultation (excluding agency in the above-mentioned consultation), catering enterprises management (forbidden to do businesses in relation to food production and operation), marketing plan, exhibition and display service, meeting services, financial information service (excluding financial businesses), designing and manufacturing various advertisements, the technical development, service, transfer and consultation in computer software and hardware industry, e-commerce (forbidden to do businesses in relation to value added telecommunication and financial businesses), imports and exports of cargo and technology, sales of items for daily use, electronic and digital products and 1st class medical apparatus (operating with license for businesses requiring an administrative permit).

Relationship : Guo Guangchang is the controlling shareholder of Xinghao Health and the Company. According to the SSE Listing Rules and the Stock Exchange Listing Rules, Xinghao Health constitutes a related party/connected person.

17. Healthy Harmony Holdings L.P. (“HHH”)

Registered address : Cayman Islands

Scope of business : Investment management

Relationship : The director of the Company also served as the directors of HHH. According to the SSE Listing Rules, HHH constitutes a related party.

18. Yong An Property Insurance Co., Ltd. (“Yong An Property”)

Registered address : Floor 15-20, Block B One International Building No. 9 Yanta Road North, Beiling District, Xi’an, Shanxi

Legal representative : Tao Guangqiang

Registered capital : RMB3,009.416 million

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

– IV-17 – APPENDIX IV RPT REPORT

Scope of business : Business property insurance, family property insurance, insurance of construction project, installation insurance, cargo transportation insurance, motor vehicle insurance, block insurance, energy insurance, general liability insurance, guarantee insurance, credit insurance (except for export credit insurance), short term health insurance, insurance on life accident, and other insurance business approved by China Insurance Regulatory Commission (“CIRC”) (for items which required license according to the law, its operation shall only commence after receiving approval from relevant authorities).

Relationship : The senior management of the Company also served as the directors of Yong An Property. According to the SSE Listing Rules, Yong An Property constitutes a related party.

19. Fosun Finance

Registered address : Room 1602A,B&CandRoom 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)

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, providing member companies with guarantees, handling bill acceptance and discounting for member companies, handling internal transfer and settlement among member companies and designing corresponding settlement and clearing programs, handling entrusted loans among member companies, granting loans and financing leases to member companies, absorbing deposits from member companies and engaging in interbank lending (for items which required license according to the law, its operation shall only be started after approved by related authorities).

– IV-18 – APPENDIX IV RPT REPORT

Relationship : Fosun High Tech is the controlling shareholder of Fosun Finance and the Company. According to the SSE Listing Rules and the Stock Exchange Listing Rules, Fosun Finance constitutes a related party/connected person.

III. THE PROCEDURE OF THE APPROVAL FOR THE ESTIMATE OF ONGOING RELATED PARTY/CONNECTED TRANSACTIONS FOR 2017

Upon approval by the independent non-executive Directors of the Company, the estimate of ongoing related party/connected transactions of the Group for 2017 has been proposed to the 27th meeting of the seventh session of the Board of the Company (regular meeting) for consideration.

As the executive Directors, Mr. Chen Qiyu, Mr. Yao Fang and Mr. Wu Yifang, and the non-executive Directors, Mr. Guo Guangchang, Mr. Wang Qunbin, Ms. Kang Lan and Mr. Wang Can are related/connected Directors, namely Mr. Chen Qiyu, Mr. Yao Fang, Mr. Wu Yifang, Mr. Guo Guangchang, Mr. Wang Qunbin, Ms. Kang Lan and Mr. Wang Can were required to abstain from voting in respect of this resolution. The remaining four Directors of the Board (i.e., the four independent non-executive Directors) had attended the voting and approved unanimously.

IV. STATUS OF RELATED PARTY TRANSACTIONS AND EXECUTION OF RELATED PARTY/CONNECTED TRANSACTION AGREEMENTS

The ongoing related party/connected transactions referred to above may take place from time to time in the ordinary course of business of the Group and will be submitted to general meeting to authorize the management to execute relevant agreements or contracts within the scope of estimated ongoing related party/connected transactions for 2017 according to business needs.

In accordance with the connected transaction of the Group, the Company signed the Framework Agreement about Sales and Purchase of Raw Materials/Commodity (hereinafter referred to as the “Framework Agreement of Sales and Purchase”) with Chongqing Medical Limited Liability Company on 28 March 2017, the term of the Agreement is from 1 January 2017 to 31 December 2017, and signed with Fosun High Tech several framework agreements of house rent and property service (hereinafter referred to as the “Framework Agreement of Rent”), the term of the Agreement is from 1 January 2017 to 31 December 2017.

The daily connected transactions, including the transactions in the above Framework Agreement of Sales and Purchase and Framework Agreement of Rent, are happening from the time to time in daily operation of the Group, and the management shall, authorized by General Meeting, sign related agreements or contracts in actual businesses.

V. BASIS FOR THE PRICING OF RELATED PARTY/CONNECTED TRANSACTIONS

The ongoing related party/connected transactions referred to above are conducted in the principles of voluntariness, equality, reciprocity and fairness and based on normal commercial

– IV-19 – APPENDIX IV RPT REPORT terms. Transactions, such as procurement, sales, rental, provision and receipt of services, are basically in line with aspects, such as ways of transactions and principle of pricing, for same types of transactions. Under the principle of fairness, the consideration for the transaction is determined based on the market price without prejudice to the interests of the Company and shareholders who are not a related party/connected person.

VI. PURPOSE OF RELATED PARTY/CONNECTED TRANSACTIONS AND THE IMPACT ON THE GROUP

1. Necessity and continuity of the transactions

There is an upstream-downstream relationship among pharmaceutical R&D, pharmaceutical manufacturing and pharmaceutical commercial enterprises controlled or invested by the Company. Moreover, pharmaceutical distribution enterprises controlled or invested by the Company share general agency and dealership of products. Therefore, it is inevitable that procurement, sales and service provision are conducted with related/connected enterprises in the ordinary course of business of the Group. Buildings rented and leased are primarily used as business premises of the Company and its invested enterprises, and therefore the above related party/connected transactions are necessary and are continuing.

2. Fairness of the transactions

The pricing of the above ongoing related party/connected transactions are determined based on the market price 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/connected transactions.

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

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

VII. 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/connected transactions of the Group with relevant related parties/connected persons are necessary for the normal operation and are in compliance with the provisions of the Company Law, the Securities Law, the SSE Listing Rules, the Listing Rules of the Stock Exchange 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.

It is proposed to the general meeting to grant the management of the Company to execute, amend and implement the relevant agreements under the aggregate amount of daily connected transactions for 2017.

– IV-20 – APPENDIX V APPRAISAL RESULTS

Details of the appraisal results and remuneration of executive Directors of the Company for 2016 are set out as follows:

I. BASIC PRINCIPLES GOVERNING THE APPRAISAL AND REMUNERATION OF DIRECTORS

1. Executive Directors concurrently acting as senior management of the Company do not receive remuneration from the Company only for their duties as an executive Director. Instead, they receive remuneration from the Company based on their concurrent duties as senior management. The Board will assess and determine their remuneration. Salaries of full-time Directors (including chairman of the Board, vice chairman of the Board and executive Directors) are determined at the general meeting primarily based on the economic benefits of the enterprise. Moreover, it will be determined according to their job responsibilities and actual performance with reference to a combination of factors, including the level of remuneration paid in external sectors.

2. Allowances for independent non-executive Directors are determined by the Shareholders at the general meeting of the Company. During the Reporting Period, the amount of allowances standard for independent non-executive Directors of the Company was RMB300,000/year (before tax).

As at 31 December 2016, there were altogether eleven Directors in the Board of the Company. In 2016, the total amount of remuneration (or allowances) received by the Directors from the Company was RMB20.5192 million and details are set out as follows:

Unit: RMB (in ten thousand) Remuneration or allowances for 2016 Name Position (before tax) Remarks

Chen Qiyu* Chairman and Executive 890.00 Director Yao Fang* Co-Chairman and 633.99 Executive Director Wu Yifang* Executive Director, 411.11 Wu Yifang was appointed as the President and CEO Executive Director on 31 August 2016, and the President and CEO on 7 June 2016. Guo Guangchang Non-executive Director 0.00 Guo Guangchang did not receive remuneration from the Company during the Reporting Period. Wang Qunbin Non-executive Director 0.00 Wang Qunbin did not receive remuneration from the Company during the Reporting Period.

– V-1 – APPENDIX V APPRAISAL RESULTS

Remuneration or allowances for 2016 Name Position (before tax) Remarks

Kang Lan Non-executive Director 0.00 Kang Lan did not receive remuneration from the Company during the Reporting Period. Wang Can Non-executive Director 0.00 Wang Can appointment started since 7 June 2016, and does not receive remuneration from the Company during his employment in 2016. Cao Huimin Independent 29.17 In 2016, the allowance for Non-executive Director independent non-executive directors was RMB300,000 and was received based on actual employment period. Jiang Xian Independent 29.17 In 2016, the allowance for Non-executive Director independent non-executive directors was RMB300,000 and was received based on actual employment period. Wong Tin Yau Kelvin Independent 29.17 In 2016, the allowance for Non-executive Director independent non-executive directors was RMB300,000 and was received based on actual employment period. Wai Shiu Kwan Independent 14.57 In 2016, the allowance for Danny Non-executive Director independent non-executive directors was RMB300,000 and was received based on actual employment period. Appointment of Wai Shiu Kwan Danny started since 7 June 2016. John Changzheng Ma Non-executive Director 0.00 John Changzheng Ma resigned on 29 June 2016, and does not receive remuneration from the Company during his employment in 2016.

– V-2 – APPENDIX V APPRAISAL RESULTS

Remuneration or allowances for 2016 Name Position (before tax) Remarks

Wang Pinliang Non-executive Director 0.00 Wang Pinliang resigned on 2 March 2016, and does not receive remuneration from the Company during his employment in 2016. Zhang Weijiong Independent 14.74 In 2016, the allowance for Non-executive Director independent non-executive directors was RMB300,000 and was received based on actual employment period. Zhang Weijiong resigned on 7 June 2016. Total 2,051.92 –

*: The remuneration is appraisal bonus paid in accordance with appraisal results at the end of 2015.

– V-3 – APPENDIX VI ENTRUSTED LOAN/BORROWING QUOTA

Details of the resolution in relation to the renewal of and new entrusted loan/borrowings quota of the Group for 2017 are set out as follows:

I. SUMMARY OF TRANSACTIONS

Based on the business plan of the Group for 2017 and its funding needs, it is proposed to approve the quota for renewed and new entrusted loans/borrowings to the Group in 2017 with an equivalent amount not exceeding RMB8,000 million (including those between the Company and its subsidiaries and those between the subsidiaries), including a total equivalent amount of RMB2,120 million of loans/borrowings to be renewed upon maturity on 30 June 2018 and an equivalent amount of RMB5,880 million of new loans/borrowings. It will be submitted for granting authorization to the management to determine the actual lending rate within the range of an interest rate of no less than 2% per annum (applicable to RMB) or no less than 1% per annum (applicable to foreign currency) and not less than the financing cost of the lender while the term of the entrusted loans/borrowings is subject to the agreement.

In addition, it is proposed for authorization to be granted to the management or its delegates to make adjustments to specific entrusted loan/borrowings matters and to execute relevant legal documents within the approved renewal and new entrusted loan/borrowings quota referred to above in accordance with actual business needs.

For 2017, estimates on new entrusted loans/borrowings to be renewed between Fosun Pharma and its subsidiaries are set out as follows:

Unit: RMB (in ten thousand)

Borrowing Borrowing Party Lending Party Amount Term Any Guarantee Remarks

Shenyang Hongqi Fosun Pharma 3,000 Less than three Nil Renewed upon Pharmaceutical Co., Ltd. years maturity Shanghai SunTech Fosun Pharma 3,000 Less than three Nil Renewed upon Pharmaceutical Co., Ltd. years maturity Jiangsu Wanbang Jinzhou Aohong 20,000 Less than three Nil Renewed upon Pharmaceutical years maturity Co., Ltd. Fosun Pharma 2,000 Less than three Nil Renewed upon years maturity Suzhou Erye 3,000 Less than three Nil Renewed upon Pharmaceutical years maturity Co., Ltd.

– VI-1 – APPENDIX VI ENTRUSTED LOAN/BORROWING QUOTA

Borrowing Borrowing Party Lending Party Amount Term Any Guarantee Remarks

Anhui Jimin Tumor Fosun Pharma 1,400 Less than three Other minority Renewed upon Hospital years shareholders of maturity the borrower to pledge their equity held in the borrower as collateral for the loan Shanghai Fosun Medical Chindex Shanghai 3,000 Less than three Nil Renewed upon Systems Co., Ltd. International years maturity Trading Co., Ltd. Fosun Pharmaceutical Fosun Pharma 160,000 Less than three Nil Renewed upon Industrial years maturity Shanghai ClonBiotech Fosun Pharma 4,600 Less than three Nil Renewed upon Co., Ltd. years maturity Shanghai Fosun Fosun Pharma 12,000 Less than three Nil Renewed upon Changzheng years maturity Pharmaceutical Science Co., Ltd. Subtotal 212,000 / / /

Fosun Pharmaceutical Fosun Pharma 140,000 Less than three Nil New Industrial years Fosun Pharma or its Fosun Pharma or its 448,000 Less than three Depending on the New subsidiaries subsidiaries years situation Subtotal 588,000 / / / Total 800,000 / / /

With regard to the entrusted loans/borrowings within the entrusted loans/borrowings quota proposed to be renewed and increased, provided that the borrower serves as non wholly-owned subsidiary of the Company and the Group provides full-amount entrusted loans/borrowings independently, other shareholders or the warrantee of the borrowers shall accordingly provided counter guarantee.

– VI-2 – APPENDIX VI ENTRUSTED LOAN/BORROWING QUOTA

II. BACKGROUND INFORMATION OF THE ENTRUSTED LOAN/BORROWING PARTIES

1. Shenyang Hongqi Pharmaceutical Co., Ltd. (“Shenyang Hongqi”)

The registered address of Shenyang Hongqi Pharmaceutical Co., Ltd. is No. 6 of Xinluo Street of Hunnan New Zone of Shenyang, and the legal representative is Wu Yifang. The scope of its business includes the processing, manufacturing and sales of tincture (for external use), linimentum, granula, suppository, tablets, hard capsule, soft capsule, ointment, liquores (for external use), lotion, spray, auristilla, cream and pharmaceutic adjuvant (albolene, glycerinum and ethyl alcohol). General projects include exports of self-development products and related technology of the enterprises and their affiliated enterprises, the imports and exports of raw and auxiliary materials, machinery equipment, apparatus and instruments, parts and components and related technology used for production and scientific research of the enterprise and their affiliated enterprises, the business related to processing of incoming materials of the enterprise and the rent of self-owned houses (for items which required license according to the law, its operation shall only commence after receiving approval from relevant authorities). As at Latest Practicable Date, the registered capital of Shenyang Hongqi was RMB60 million among which Fosun Pharmaceutical Industrial (a subsidiary of the Company) contributed RMB60 million, accounting for 100% of the equity interests of Shenyang Hongqi.

Based on the management’s accounts (unaudited) of Shenyang Hongqi, as at 31 December 2016, total assets, equity interests and total liabilities of Shenyang Hongqi amounted to RMB370.66 million, RMB184.38 million and RMB186.28 million, respectively. In 2016, Shenyang Hongqi generated revenue and net profits attributed to the parent company’s shareholders of RMB233.10 million and RMB29.87 million (on a consolidated basis, including evaluation increment and dilution of evaluation increment), respectively.

2. Shanghai SunTech Pharmaceutical Co., Ltd. (“SunTech Pharma”)

The registered address of SunTech Pharma is 3rd Floor, Block 2, No. 150 Gebaini Road, Free Trade Zone, Shanghai, China. Its legal representative is Shao Ying. The business scope of SunTech Pharma is the research, development, transfer of self-owned technology of medical technology in the biomedical field, provision of related technical advisory and technical services; healthcare food R&D, food circulation, biological reagent for non-clinical diagnosis purpose, sales of medical intermediates (excluding drugs), chemical raw materials and products (excluding dangerous items), imports and exports of cargo and technology, enterprise management consultation and hospital management (for items which required license according to the law, its operation shall only commence after receiving approval from relevant authorities). As at Latest Practicable Date, the registered capital of SunTech Pharma was RMB79.88085 million among which Fosun Pharmaceutical Industrial (a subsidiary of the Company) contributed RMB79.88085 million, accounting for 100% of the equity interests of SunTech Pharma.

– VI-3 – APPENDIX VI ENTRUSTED LOAN/BORROWING QUOTA

Based on the management’s accounts (unaudited) of SunTech Pharma, as at 31 December 2016, total assets, equity interests and total liabilities of SunTech Pharma amounted to RMB23.91 million, RMB-12.02 million and RMB35.93 million, respectively. In 2016, SunTech Pharma generated revenue and net profits of RMB60.03 million and RMB-6.38 million (on a solo basis), respectively.

3. Jiangsu Wanbang

The registered address of Jiangsu Wanbang is South Hole Road, Jinshan Bridge Development Zone and its legal representative is Wu Yifang. Its business scope includes licensed business activities such as sales and manufacturing of freeze-dry powder injectors, small-volume injections, tablets, capsules, biological products and APIs; sales of class II electrochemical analyzers, injection and puncture instruments, needleless injection instruments, class III insulin syringes, insulin pen injectors, insulin refrigerated boxes and diagnostic strips; and retail of stereotypes packaged food, health-care food (only applicable to branches). Its general business activities include engaging in import and export business of various kinds of goods and technologies on its own and as an agent (for items which required license according to the law, its operation shall only commence after receiving approval from relevant authorities). As at Latest Practicable Date, the registered capital of Jiangsu Wanbang amounted to RMB440.4554 million, among which Fosun Pharmaceutical Industrial (a subsidiary of the Company) and the Company contributed RMB419.3136 million and RMB21.1418, accounting for 95.2% and 4.8% of the equity interests of Jiangsu Wanbang, respectively.

Based on the management’s accounts (unaudited) of Jiangsu Wanbang, as at 31 December 2016, total assets, equity interests and total liabilities of Jiangsu Wangbang amounted to RMB2,810.80 million, RMB1,436.49 million and RMB1,374.31 million, respectively. In 2016, Jiangsu Wanbang generated revenue and net profit attributed to the parent company’s shareholders of RMB2,801.55 million and RMB263.24 million (on a consolidated basis, including evaluation increment and dilution of evaluation increment), respectively.

4. Anhui Jimin Tumor Hospital (“Jimin Hospital”)

The registered address of Jimin Hospital is Xinhai Avenue, Yaohai Industrial Park, Hefei, Anhui Province, the legal representative is Lv Lintao. The scope of operation of Jimin Hospital includes internal medicine, surgery, prevention and health, tumor, anesthesia, medicine science, medical image and combination of Chinese traditional and Western medicine. By the date of the Announcement, the registered capital of Jimin Hospital was RMB10 million, in which, Fosun Hospital Investment (a subsidiary of the Company) invested RMB7 million, accounting for 70% of total stock equity. Anhui Jimin Enterprise Management Co., Ltd. invested RMB3 million, accounting for 30% of total stock equity.

– VI-4 – APPENDIX VI ENTRUSTED LOAN/BORROWING QUOTA

Based on the management’s accounts (unaudited) of Jimin Hospital, as at 31 December 2016, total assets, equity interests and total liabilities of Jimin Hospital amounted to RMB187.95 million, RMB24.99 million and RMB162.96 million, respectively. In 2016, Jimin Hospital generated revenue and net profit of RMB74.40 million and RMB-8.96 million (on a solo basis, including evaluation increment and dilution of evaluation increment), respectively.

5. Shanghai Fosun Medical Systems Company Limited (“Fosun Medical Systems”)

Fosun Medical Systems’ registered address is Room 302, 3/F, Block 2, No. 9, Lane 449 North Nujiang Road, Putuo District, Shanghai and its legal representative is Wang Yao. The business scope of Fosun Medical Systems covers the import and export of various kinds of goods and technologies, technological development, consultation, service and transfer in the medical equipment area; sales of medical equipment (according to license); as well as manufacturing of medical equipment (according to license) (for items which require license according to the law, its operation shall only commence after receiving approval from relevant authorities). As at Latest Practicable Date, Fosun Medical Systems had a registered capital of RMB5 million, of which Shanghai Technology Innovation Company Limited* (a subsidiary of the Company) contributed RMB5 million, accounting for 100% of the equity interests of Fosun Medical Systems.

Based on the management’s accounts (unaudited) of Fosun Medical Systems, as at 31 December 2016, total assets, equity interests and total liabilities of Fosun Medical Systems amounted to RMB100.16 million, RMB8.80 million and RMB91.36 million, respectively. In 2016, Fosun Medical Systems generated revenue and net profits of RMB154.86 million and RMB10.95 million (on a solo basis), respectively.

6. Fosun Pharmaceutical Industrial

The registered address of Fosun Pharmaceutical Industrial is Flat 350, No. 25 Kang Shi Road, Kangqiao Town, Pudong New Area, Shanghai. Its legal representative is Wu Yifang. The business scope of Fosun Pharmaceutical Industrial covers industrial investment, investment in pharmaceutical industry as well as import and export of cargo and technologies (for items which required license according to the law, its operation shall only commence after receiving approval from relevant authorities). As at Latest Practicable Date, Fosun Pharmaceutical Industrial had a registered capital of RMB2,253.3080 million, of which the Company contributed RMB2,253.3080 million, accounting for 100% of the equity interests of Fosun Pharmaceutical Industrial.

Based on the management’s accounts (unaudited) of Fosun Pharmaceutical Industrial, as at 31 December 2016, total assets, equity interests and total liabilities of Fosun Pharmaceutical Industrial amounted to RMB8,029.03 million, RMB3,117.86 million and RMB4,911.17 million, respectively. In 2016, Fosun Pharmaceutical Industrial generated revenue and net profits of RMB3.42 million and RMB301 million (on a solo basis), respectively.

– VI-5 – APPENDIX VI ENTRUSTED LOAN/BORROWING QUOTA

7. Shanghai ClonBiotech Company Limited (“ClonBiotech”)

The registered address of ClonBiotech is No. 1289 Yishan Road, Xuhui District, Shanghai, and its legal representative is Dong Zhichao. The business scope of ClonBiotech is the development, advisory, services and transfer of technology in the biological field, the sales of biotechnological instrument and equipment, daily commodity, office supplies, import and export business of the goods and technology, self-owned property leasing, property management, parking services (for items which required license according to the law, its operation shall only commence after receiving approval from relevant authorities). As at Latest Practicable Date, the registered capital of ClonBiotech was RMB100 million, among which Fosun Pharmaceutical Industrial contributed RMB100 million, accounting for 100% of the equity interests of ClonBiotech.

Based on the management’s accounts (unaudited) of ClonBiotech, as at 31 December 2016, total assets, equity interests and total liabilities of ClonBiotech amounted to RMB282.83 million, RMB38.15 million and RMB244.68 million, respectively. In 2016, ClonBiotech generated revenue and net profits of RMB53.64 million and RMB1.63 million (on a solo basis), respectively.

8. Shanghai Fosun Changzheng Pharmaceutical Science Co., Ltd. (“Fosun Changzheng”)

The registered address of Fosun Changzheng is No. 830 Yincheng Road, Baoshan District of Shanghai, the legal representative is Zhang Yuejian. The scope of its operation includes research and production of biochemical preparations, immunity preparations, class II 6840 clinical inspection and analysis apparatus, laboratory preparations and filling glasses, sales of its self-developed products, e.g. clinical inspection and analysis apparatus (including medical apparatus for in vitro diagnostic reagent) (For details, please check license for medical apparatus businesses), imports and exports of cargo and technology (for items which required license according to the law, its operation shall only commence after receiving approval from relevant authorities). As at Latest Practicable Date, the registered capital of Fosun Changzheng was RMB156.8540 million, among which the Company Fosun contributed RMB156.8540 million, accounting for 100% of the equity interests of Fosun Changzheng.

Based on the management’s accounts (unaudited) of Fosun Changzheng, as at 31 December 2016, total assets, equity interests and total liabilities of Fosun Changzheng amounted to RMB608.24 million, RMB358.07 million and RMB250.17 million, respectively. In 2016, Fosun Changzheng generated revenue and net profits of RMB400.88 million and RMB87.22 million (on a solo basis), respectively.

– VI-6 – APPENDIX VI ENTRUSTED LOAN/BORROWING QUOTA

III. IMPACT OF THE ENTRUSTED LOANS/BORROWINGS ON THE GROUP IN TERMS OF CAPITAL INCOME AND OTHER ASPECTS

All of the entrusted loans/borrowings subject to renewal and new entrusted loans/borrowings are made between the Company and its subsidiaries and therefore the aforesaid entrusted loans/borrowings have no impact on the income of the Group in the consolidated financial statements.

IV. POTENTIAL RISK OF THE ENTRUSTED LOANS/BORROWINGS AND COUNTERMEASURES

All of the entrusted loans/borrowings subject to renewal and new entrusted loans/borrowings are made between the Company and its subsidiaries and therefore the risk is relatively controllable.

V. CUMULATIVE AND OVERDUE AMOUNT OF ENTRUSTED LOANS/BORROWINGS PROVIDED TO EXTERNAL PARTIES

As at Latest Practicable Date, the entrusted loan/borrowing quota provided between Fosun Pharma and its subsidiaries and between the subsidiaries amounted to RMB3,402 million. All of which occurred between Fosun Pharma and its subsidiaries and between the subsidiaries.

As at Latest Practicable Date, there was no overdue entrusted loan/borrowing among the Company and its subsidiaries.

This resolution shall be effective from the date of passing of this resolution at the AGM to the date of the 2017 annual general meeting.

– VI-7 – APPENDIX VII TOTAL BANK CREDIT APPLICATIONS

Details of the aggregate bank credit applications of the Group for 2017 are set out as follows:

As at 31 December 2016, the Company was granted a total of banking facilities of RMB18,120.27 million. The actual amount of credit utilized is RMB2,829.09 million.

Based on the needs of the operation, it is proposed to the general meeting to approve the new bank credit application of the Company in 2017 in an aggregate amount of up to RMB22,600 million or the equivalent in other currencies (including new bank credit and adjustment to the original amount). For specific details of the credit applications, the approval from the banks will prevail.

Details of the new bank credits of the Company in 2017 are as follows:

Unit: RMB (in ten thousand)

Name of Bank/Financial Amount No. Institutions of credit Type of Credit Credit Term Remarks

1 Shanghai Branch of China 120,000.00 Composite Credit 3 Years CITIC Bank Co., Ltd. 2 Shanghai Branch of 110,000.00 Composite Credit 3 Years China Everbright Bank Co., Ltd. 3 Shanghai Branch of 200,000.00 Composite Credit 3 Years China Merchants Bank Co., Ltd. 4 Shanghai Huangpu Branch of 60,000.00 Composite Credit 3 Years Bank of China Co., Ltd. 5 HSBC Bank (China) 20,000.00 Composite Credit 3 Years Co., Ltd. 6 Bank of Shanghai Co., Ltd. 45,000.00 Composite Credit 3 Years 7 Shanghai Branch of Bank of 250,000.00 Composite Credit 3 Years Beijing Co., Ltd. 8 Shanghai Branch of 80,000.00 Composite Credit 3 Years Agricultural Bank of China Co., Ltd. 9 Changning Branch of Shanghai 35,000.00 Composite Credit 3 Years Pudong Development Bank 10 Shanghai Branch of Industrial 120,000.00 Composite Credit 3 Years and Commercial Bank of China Co., Ltd. 11 Shanghai Branch of Xiamen 20,000.00 Composite Credit 3 Years International Bank Co., Ltd. 12 Shanghai Branch of Ping An 5,000.00 Composite Credit 3 Years Bank Co., Ltd. 13 The Export-Import Bank 285,000.00 Composite Credit 10 Years of China

– VII-1 – APPENDIX VII TOTAL BANK CREDIT APPLICATIONS

Name of Bank/Financial Amount No. Institutions of credit Type of Credit Credit Term Remarks

14 Shanghai Zhabei Branch of 20,000.00 Composite Credit 3 Years Bank of Communications Co., Ltd. 15 Bank of Ningbo Co., Ltd. 50,000.00 Composite Credit 3 Years 16 Shanghai Branch of KBC 17,342.50 Composite Credit 3 Years Equivalent to Bank N.V. US$25 million 17 Shanghai Branch of Hana Bank 50,000.00 Composite Credit 3 Years (China) Company Limited 18 Shanghai Branch of 100,000.00 Composite Credit 3 Years China Construction Bank Co., Ltd. 19 Shanghai Branch of China 50,000.00 Composite Credit 3 Years Development Bank 20 Shanghai Branch of 50,000.00 Composite Credit 3 Years China ZheShang Bank Co., Ltd. 21 Shanghai Branch of China 60,000.00 Composite Credit 3 Years Guangfa Bank Co., Ltd. 22 Shanghai Branch of Bank of 69,370.00 Composite Credit 3 Years Equivalent to American Co., Ltd. US$0.1 billion 23 Shanghai Pilot Free Trade Zone 190,000.00 Composite Credit 3 Years Branch of Postal Savings Bank of China Co., Ltd. 24 OCBC Wing Hang Bank 45,090.50 Composite Credit 3 Years Equivalent to (China) Limited US$65 million 25 Others (Note 2) 208,197.00 Composite Credit 3 Years Subtotal 2,260,000.00

Note 1: For statistics purposes, the amount has been converted at the middle price of RMB against US dollars published by the People’s Bank of China as at 31 December 2016. The actual amount of credit is granted in US dollars.

Note 2: It refers to application of additional credit mandate by the above or other banks or financial institutions.

At the same time, it is proposed to the general meeting for granting authorization to the management or its delegates to make adjustments to the specific matters in relation to the credit facilities and to execute relevant legal documents within the approved annual credit quota in accordance with the actual business needs.

This resolution shall be effective from the approval of the resolution at the AGM to the date of 2017 annual general meeting.

– VII-2 – APPENDIX VIII AUTHORIZATION TO DISPOSE OF LISTED SECURITIES

Details of the proposed authorization to management of the Company to dispose of the listed securities are set out as follows:

As at 31 December 2016, the balance of the carrying amount of available-for-sale financial assets and outstanding shares of companies listed in domestic market (excluding Hong Kong, Macau and Taiwan) under long-term equity investments held by the Group amounted to approximately RMB1,076.80 million in aggregate.

In order to better support the development of principal businesses of the Group, it is hereby proposed to the general meeting to authorize the management of the Company to dispose of available-for-sale financial assets (financial assets at fair value through profit or loss), available-for-sale financial assets, and outstanding shares of companies listed in domestic market (excluding Hong Kong and Macau) under long-term equity investments held by the Group at an appropriate time within 18 consecutive months since 1 January 2017 based on the conditions of the securities market, and to authorize the management to determine specific disposal plans, including but not limited to the disposal subject, the sale price, the amount and method of disposal with the total disposal amount not exceeding 15% of the Group’s latest audited net assets attributable to the parent company’s Shareholders. Proceeds from the disposal shall be used for replenishment of working capital of the Group.

– VIII-1 – APPENDIX IX MANDATE TO ISSUE INTERBANK MARKET DEBT FINANCING INSTRUMENTS

To further optimize debt structure, expand financing channels and satisfy demand for capital, the Company proposed to increase registration and issuance of interbank market non-financial enterprise debt financing instruments (hereinafter referred to as the “Debt Financing Instrument”), the detailed scheme is as follows:

The Company proposed to increase registration and issuance of no more than RMB10 billion of interbank market debt financing tool within the effective term of mandate. The categories of issuance include but not limited to medium term note, short term financing bond, ultra-short term financing bond and directional tools and etc. Registration and issuance can be done for one time or multiple times in light of demand for capital; the term for new debt financing instruments shall not exceed a maximum of 7 years (including 7 years); it could be a category with a single term and a combination of multiple terms.

The placement proposed to be collected through issuing debt financing instruments shall be used in such areas as supplementing circulating fund, domestic and overseas merger&acquisition, project construction and reimbursement of principal and interest of interest-bearing debt and meeting supervision requirements in relation to the purpose of such debt financing tool. The scale, term, interest rate and means of issuance of the debt financing tool issued and other terms shall comply with rules in relevant regulations.

In order to effectively coordinate the specific matters in the process of the issuing of debt financing instruments, it is proposed to the general meeting for authorization to be granted to the Board (or its delegates) to, pursuant to the requirements of the relevant laws and regulations and the opinions and recommendations from the regulatory authorities, under the framework and principle as considered and approved at the general meeting and based on the principle of maximizing the Company’s benefits, deal with all matters relating to above issues, including but not limited to:

1. within the limit of RMB10 billion, authorizing the Board (or its delegates) to determine the specific category of each issuance of interbank market debt financing instrument by the Company, including but not limited to medium-term notes, short-term debentures, ultra-short-term debentures and placement instruments;

2. authorizing the Board (or its delegates), based on the actual needs of the Company, to determine the specific usage of the funds raised within the above scope;

3. authorizing the Board (or its delegates), based on the demand of operation and capital expenditure of the Company and market conditions, to determine the specific issuing plan and related matters in relation to each issuance of debt financing instrument, including but not limited to actual amount of each issuance of debt financing instrument, interest rate, term, whether to issue for one time, multiple times or in tranches and multiple categories, the arrangement of the size and term of the issuance for each time, each tranche and each category, the ways in which the nominal value and interest rate are determined, currency (including offshore RMB),

– IX-1 – APPENDIX IX MANDATE TO ISSUE INTERBANK MARKET DEBT FINANCING INSTRUMENTS

pricing method, issuance arrangements, credit upgrade arrangements, including letter of guarantee and letter of support, rating arrangement, specific subscription measure, whether to incorporate terms of repurchase or redemption, specific placement arrangement, use of proceeds, registration, listing and places of listing for interbank market debt financing instruments, measures to mitigate repayment risks, measures to endure debt repayment (if applicable) and all matters relating to the issuance of interbank market debt financing instruments.

4. authorizing the Board (or its delegates), based on the actual needs of the issuance of the debt financing instruments, to engage intermediaries (including but not limited to lead underwriter, rating agencies and law firms); to negotiate, sign and amend all related contracts or agreements; and to sign all necessary legal documents in relation to each issuance; and to follow all necessary procedures, such as application, registration and filing in respect of each issuance of debt financing instrument with the relevant regulatory authorities on behalf of the Company;

5. authorizing the Board (or its delegates) to deal with all other matters in relation to the issuance of debt financing instruments;

6. within the scope of authorization, delegating those authorities to the chairman or president of the Company to determine specific issuance matters and deal with all matters in relation to the issuance of debt financing instruments at his absolute discretion;

7. The the effective term of mandate as suggested in the Proposal shall be 36 months from the date of approval of the Proposal by the General Meeting. Where the Board and (or) person authorized has determined the issuance of debt financing instruments within the effective term of authorization, and where the Company also obtains the issuance approval, license, archiving and registration (if applicable) from supervision departments within effective term of authorization, the Company can complete the issuance or partial issuance of related debt financing instruments within the effective term as confirmed by the approval, license, archiving and registration. In terms of affairs related to issuance or partial issuance, the above effective term of authorization shall be extended to the completion date of the issuance or partial issuance.

– IX-2 – APPENDIX X PROPOSED ISSUANCE OF CORPORATE BONDS

In order to further optimize the debt structure, broaden financing channels and satisfy funding needs of the Company, it is proposed to submit the proposed issuance of corporate bonds (hereinafter referred to as the “Corporate Bonds”) by the Company to the general meeting of the Company for approval, the proposal of issuance is set out as follows:

1. SIZE AND METHOD OF THE ISSUANCE

It is proposed that the size of the Corporate Bonds will not be more than RMB7.0 billion (inclusive), and shall comply with relevant requirements of the issuance of corporate bonds. The Corporate Bonds will take the form of public issuance to the qualified investors at one time or in tranches upon approval by the China Securities Regulatory Commission. The specific size and method of the issuance shall be determined by the Board (or its delegate), which is to be authorized by the general meeting, within the aforesaid range at its absolute discretion in accordance with the requirements under the relevant laws and regulations, advices and recommendations of the regulatory authorities, the funding requirements of the Company and the prevailing market conditions at the time of issuance with a view to safeguard the best interests of the Company.

2. BOND RATE OR ITS DETERMINATION MECHANISM

The coupon rate of the Corporate Bonds and its calculation and the coupon payment method shall be determined by the Board (or its delegate), which is to be authorized by the general meeting, and the lead underwriter in accordance with the relevant requirements and the market conditions.

3. MATURITY PERIOD, METHOD OF PRINCIPAL REPAYMENT AND INTEREST PAYMENT, AND OTHER SPECIFIC ARRANGEMENTS

The maturity period of the Corporate Bonds shall not exceed 7 years (inclusive). The Corporate Bonds may have a single maturity period, or may be hybrid bonds of various maturity periods. The specific maturity periods and the size of each type of bonds of different maturity periods shall be determined by the Board (or its delegate), which is to be authorized by the general meeting, in accordance with the relevant requirements and the prevailing market conditions at the time of issuance.

4. USE OF PROCEEDS

The proceeds raised from the Corporate Bonds (excluding the expenses relating to the issuance) are intended to be used for replenishment of the working capital of the Company and repayment of the principal of and interest on interest-bearing debts. The specific purposes shall be determined within the aforesaid range by the Board (or its delegate), which is to be authorized by the general meeting, taking into consideration the financial position and the funding requirements of the Company.

– X-1 – APPENDIX X PROPOSED ISSUANCE OF CORPORATE BONDS

5. INVESTORS AND THE PLACING ARRANGEMENT FOR SHAREHOLDERS OF THE COMPANY

The issuance target of the Corporate Bonds will be the qualified investors pursuant to the requirements under the Administrative Measures for the Issuance and Trading of Corporate Bonds. The specific persons to whom the Company will issue the Corporate Bonds shall be determined by the Board (or its delegate), which is to be authorized by the general meeting, in accordance with the requirements of the relevant laws and regulations, the market conditions and specific matters relating to the issuance.

The Company will not place any of the Corporate Bonds to any of its shareholders on preferential basis.

6. GUARANTEE ARRANGEMENT

The Corporate Bonds does not have any guarantee arrangement.

7. PROVISIONS ON REDEMPTION AND REPURCHASE

Provisions on redemption or repurchase of the Corporate Bonds shall be determined by the Board (or its delegate), which is to be authorized by the general meeting, in accordance with the requirements of the relevant laws, the conditions of the Company and the circumstances in the relevant bond market.

8. CREDIT STANDING OF THE COMPANY AND SAFEGUARDS FOR DEBT REPAYMENT

The Board resolved to put forward a resolution to the general meeting of the Company to authorize the Board to adopt the following protective measures in the event that the Company anticipates that it will be, or becomes, unable to repay the principal and interests of the Corporate Bonds as and when they fall due in accordance with the relevant laws and regulations and the articles of association of the Company:

(1) no distribution of any dividend to the shareholders of the Company;

(2) suspension of major projects requiring capital expenditures of the Company, such as significant external investments and mergers and acquisitions;

(3) reduction or suspension of the salary and bonus payment to the Directors and senior management of the Company; and

(4) no re-designation of the key personnel in charge of the issuance.

– X-2 – APPENDIX X PROPOSED ISSUANCE OF CORPORATE BONDS

9. UNDERWRITING

The unsubscribed portion of the Corporate Bonds shall be underwritten by the underwriter syndicate formed by the lead underwriter.

10. LISTING ARRANGEMENT

The Board (or its delegate), which is to be authorized by the general meeting, shall decide on matters in relation to the listing of the Corporate Bonds upon issuance taking into consideration the circumstances of the Company, the method of issue and the market conditions.

11. VALIDITY OF THE RESOLUTION

The resolution relating to the Corporate Bonds shall be valid for 24 months from the date of passing the relevant resolution by the general meeting. In the event that the Board (or its delegate) has determined to carry out the issuance of Corporate Bonds within the validity period and the Company has also obtained the approval, permit, filing or registration of the issuance (if applicable) from regulatory authorities during the validity period of such authorization, the Company may complete such issuance or part of the issuance during the validity period so far as such approval, permit, filing or registration remains valid.

– X-3 – APPENDIX XI AUTHORIZATION OF CORPORATE BONDS

To effectively regulate the details in bod registration and issuance, it is proposed to the general meeting to authorize the Board (or persons it authorizes) to handle all affairs related to the bond registration and issuance in accordance with the rules as stipulated in laws and regulations and the ideas and suggestions of supervision institutes and under the framework approved by the General Meeting and for the purpose of maximizing the interests of the Company, including but not limited to:

1. The Board and (or delegates) is authorized to work out and regulate detailed scheme related to Corporate Bonds in accordance with state laws, regulations and relevant rules of supervision departments and resolution of the General Meeting of the Company and based on actual conditions of the Company and bond market, including but not limited to details about quantity of issuance, term of bond, interest rate of bond, arrangements of issuance, arrangements of evaluation, details about application for subscription, details about arrangements of allotment, redemption or put provisions, purpose of placement, bond listing and all affairs related to the issuance of Corporate Bonds;

2. The Board and (or delegates) is authorized to engage into agencies to handle all affairs related to the application and issuance of the Corporate Bond and the affairs related to the listing of the Corporate Bonds and repaying principal and interest after the completion of the issuance of Corporate Bonds, including but not limited to authorization, signature, enforcement, revise and completion of all necessary documents, contracts and agreements in relation to the issuance of Corporate Bonds and listing (including but not limited to underwriting agreement, entrusted management agreement for bonds, listing agreement and other legal documents, etc.) and information disclosure in accordance with related laws, regulations and the listing rules of the stock exchange where the Company is quoted (including but not limited to preliminary and final memo about issuance of debt financing instruments and all announcements and circular about the issuance of domestic debt financing instruments;

3. The Board and (or delegates) is authorized to select the trustee of bond in the issuance of Corporate Bonds, sign entrusting management agreement and work out rules in relation to bond holders;

4. It shall handle all affairs related to application and listing (if applicable) of the Corporate Bonds, including but not limited to compilation, revise and submission of the application materials for the issuance and listing of Corporate Bonds in accordance with requirements of supervision departments, and signing related application contracts and other legal documents;

– XI-1 – APPENDIX XI AUTHORIZATION OF CORPORATE BONDS

5. Apart from the affairs that shall be voted again on the General Meeting in accordance with related laws, regulations and Articles of Association, the Board and (or delegates) is authorized to regulate affairs related to issuance of Corporate Bonds in accordance with ideas of supervision departments, change of policies and market conditions or determine whether all or partial issuance of Corporate Bonds shall be continued based on actual conditions;

6. The Board and (or delegates) is authorized to handle affairs related to the issuance of Corporate Bonds;

7. The Board is allowed to authorize the Board Chairman or President of the Company, after the above authorization is approved on General Meeting, to handle affairs related to issuance and Corporate Bonds with full power;

8. The effective term of the above authorization is 24 months from the date of passing the resolution on the authorization at the General Meeting. Where the Board and (or delegates) has determined the issuance of Corporate Bonds within the effective term of authorization, and where the Company also obtains the issuance approval, license, archiving and registration (if applicable) from supervision departments within effective term of authorization, the Company can complete the issuance or partial issuance of related debt financing instruments within the effective term as confirmed by the approval, license, archiving and registration. In terms of affairs related to issuance or partial issuance, the above effective term of authorization shall be extended to the completion date of the issuance or partial issuance.

The delegate of the Board as mentioned above shall be the chairman and/or president of the Company. Such delegate of the Board shall be able to exercise the above authorization from the date on which the resolution on the authorization is approved at the General Meeting.

– XI-2 – APPENDIX XII PRINCIPAL TERMS OF SHANGHAI HENLIUS SHARE OPTION INCENTIVE SCHEME

The following is a summary of the principal terms of the Shanghai Henlius Share Option Incentive Scheme to be adopted at the AGM.

(1) PURPOSE OF SHANGHAI HENLIUS SHARE OPTION INCENTIVE SCHEME

The purpose of Shanghai Henlius Share Option Incentive Scheme is to encourage collective value creation, furthering corporate governance structure of Shanghai Henlius, improving the incentive and constraint mechanisms for senior management, middle-level management, core technical staff and backbone business staff, retaining and attracting prominent talents in management, R&D, operation, marketing, technology and productions, enhancing market competitiveness and developmental sustainability and meeting the development strategies and operating goals of Shanghai Henlius.

(2) INCENTIVE RECIPIENT TO SHANGHAI HENLIUS SHARE OPTION INCENTIVE SCHEME

The basis of eligibility of any of the Incentive Recipient shall be determined by the board of directors of Shanghai Henlius in accordance with the requirements of relevant laws, regulations and regulatory documents such as the Company Law, Securities Law, Measures for the Supervision and Administration of Unlisted Public Companies and Business Rules of the National Equities Exchange and Quotations System (Trial), and the articles of association of Shanghai Henlius, with consideration of the actual situation thereof.

Incentive Recipients shall be determined, within the limit on the total number of the options to be granted under the Shanghai Henlius Share Option Incentive Scheme, under the following three mechanisms:

(a) annual incentive mechanism: employees who serve as chief executives or in higher positions shall be included in the annual incentive mechanism; employees working in positions lower than chief executives shall earn 85 points or more in the annual performance appraisal and be nominated by the management before they can be included in the annual incentive mechanism, and the number thereof should be less than 10% of the total number of the employees working in positions lower than chief executives; the board of directors of Shanghai Henlius shall determine the amount of options each year according to the duties and remunerations of the Incentive Recipients.

(b) signing and retaining incentive mechanism: chief executives and key personnel at higher level engaged in the development of production techniques, international registration, international business development, international clinical trials, international QA, CFO, international GMP production, as well as special talents who work in positions lower than chief executives but the substitution of whom are quite difficult to find in the market, will be given option in one go. The board of directors of Shanghai Henlius shall determine the Incentive Recipients and the amount of incentives according to the actual situations of such employees.

– XII-1 – APPENDIX XII PRINCIPAL TERMS OF SHANGHAI HENLIUS SHARE OPTION INCENTIVE SCHEME

The Initial Incentive Recipient shall fulfil one of the following conditions and be nominated by the board of directors of Shanghai Henlius and approved at its general meeting:

(a) senior management or middle management holding a position as chief executive or above;

(b) senior management, middle management, core technicians or business backbone having made great contributions to the R&D of the main products of Shanghai Henlius or its subsidiaries; or

(c) other employees having made great contributions or of significant strategic value to the development of Shanghai Henlius.

(3) MAXIMUM NUMBER OF SHARES AVAILABLE FOR EXERCISE

The total number of new Option Shares may be issued upon exercise of all options to be granted under the Shanghai Henlius Share Option Incentive Scheme is 22,750,000 shares, representing 6.5% of the total issued shares of Shanghai Henlius as at the date of the Shanghai Henlius Share Option Incentive Scheme is approved, including 8,115,700 Option Shares underlying the Initial Options and 14,634,300 Option Shares underlying the Reserved Options.

The total number of Option Shares that may be issued upon exercise of all the options to be granted under the Shanghai Henlius Share Option Incentive Scheme, shall not, in aggregate, exceed 10% of the total number of shares in issue on the date when the Shanghai Henlius Share Option Incentive Scheme is approved and adopted by the shareholders of Shanghai Henlius, Fosun Pharma and Fosun International (the “Incentive Scheme Limit”), unless otherwise approved at the general meetings of Shanghai Henlius, Fosun Pharma and Fosun International in accordance with the terms of Shanghai Henlius Share Option Incentive Scheme. On the Latest Practicable Date before the Shanghai Henlius Share Option Incentive Scheme is approved at the general meeting of Shanghai Henlius, Fosun Pharma and Fosun International, such percentage of 10% represents 35,000,000 shares of Shanghai Henlius. Options which have lapsed pursuant to the terms of the Shanghai Henlius Share Option Incentive Scheme or any other share incentive scheme of Shanghai Henlius shall not be included for the calculation of the Incentive Scheme Limit.

The Incentive Scheme Limit may be refreshed at any time with the prior approval at the general meetings of Shanghai Henlius, Fosun Pharma and Fosun International, provided that the total number of the Option Shares that may be issued upon exercise of all the options to be granted under the Shanghai Henlius Share Option Incentive Scheme or any other share option scheme of Shanghai Henlius shall not exceed 10% of the total number of shares of Shanghai Henlius in issue on the date when such refreshment is approved. Options previously

– XII-2 – APPENDIX XII PRINCIPAL TERMS OF SHANGHAI HENLIUS SHARE OPTION INCENTIVE SCHEME granted under the Shanghai Henlius Share Option Incentive Scheme or any other share option scheme of Shanghai Henlius, if any, including the share options that are outstanding, cancelled or have lapsed pursuant to the terms of Shanghai Henlius Share Option Incentive Scheme, shall not be included for the calculation of such updated limit. Notwithstanding that the Incentive Scheme Limit may be refreshed, the board of director of Shanghai Henlius shall not grant options which would result in the maximum aggregate number of shares which may be issued upon exercise of all the outstanding options granted but yet to be exercised under the Shanghai Henlius Share Option Incentive Scheme and any other share option schemes of Shanghai Henlius which entitle the holders to acquire or subscribe for shares exceeding, in aggregate, 30% of the issued share capital of Shanghai Henlius from time to time.

(4) MAXIMUM ENTITLEMENT OF EACH INCENTIVE RECIPIENT

Unless approved by the shareholders of Shanghai Henlius, Fosun Pharma and Fosun International, the total number of Option Shares issued and to be issued upon exercise of the options granted and to be granted under the Shanghai Henlius Share Option Incentive Scheme and any other effective share option scheme(s) (if any) of Shanghai Henlius to each Incentive Recipient (including both exercised and outstanding options) in any 12-month period shall not exceed 1% of the total number of issued shares of Shanghai Henlius in the same class.

Grant of Options to Connected Persons

Any grant of options under the Shanghai Henlius Share Option Incentive Scheme to any of the directors, chief executives or substantial shareholders of Fosun Pharma and/or Fosun International or any of their respective associates, shall be subject to the prior approval of the respective independent non-executive directors of Fosun Pharma and Fosun International, excluding any independent non-executive director of Fosun Pharma and Fosun International who is an Incentive Recipient of relevant share options.

Any further grant of options to any of the substantial shareholders or independent non-executive directors of Fosun Pharma and/or Fosun International or any of their respective associates shall be subject to the approval of the shareholders of Shanghai Henlius, Fosun Pharma and Fosun International at the general meetings if any such option granted will cause the aggregate number of the Option Shares issued and to be issued upon exercise of all the options granted or to be granted to such person in the 12-month period up to the date (inclusive) on which such options are granted, including the options that are exercised, cancelled and outstanding, to exceed 0.1% of total number of shares of Shanghai Henlius in issue. Any Incentive Recipient and his/her associates, and all the core connected persons of Fosun Pharma and Fosun International shall abstain from voting for the relevant resolution at the general meetings. Fosun Pharma and Fosun International shall dispatch a circular containing the information as required by the Hong Kong Stock Exchange from time to time, including the recommendation of the independent non-executive directors of Fosun Pharma and Fosun International, excluding any independent non-executive director of Fosun Pharma and Fosun International who is an Incentive Recipient, on whether to vote for the proposed grant of such share options.

– XII-3 – APPENDIX XII PRINCIPAL TERMS OF SHANGHAI HENLIUS SHARE OPTION INCENTIVE SCHEME

(5) TIME OF EXERCISE OF OPTIONS

The options granted under the Shanghai Henlius Share Option Incentive Scheme shall be exercisable for a term of 10 years commencing from the date of grant (the “Exercise Period”).

(6) MINIMUM PERIOD AN OPTION MUST BE HELD

The board of directors of Shanghai Henlius may determine at its discretion the minimum period of the Initial Options and Reserved Options to be held by the Incentive Recipients in accordance with the terms of Shanghai Henlius Share Option Incentive Scheme, which shall be set out in the relevant agreement for grant of options.

Incentive Recipients shall exercise their share options in accordance with the terms of Shanghai Henlius Share Option Incentive Scheme and administered by Shanghai Henlius. The date of exercise must be a trading day in the Exercise Period, but no options shall be exercised during the following periods of time:

(a) the period commencing from 30 days before regular results reports are published by Shanghai Henlius, or 30 days before such reports are scheduled to be published if the publishing dates of such regular reports are postponed due to special reasons, and ending on the second trading day after such reports are published;

(b) the period commencing from 10 days prior to the publication of Shanghai Henlius’ announcements of estimated results and preliminary results and ending on the second trading day after such announcements are published;

(c) the period commencing from the decision-making process of a major transaction or material matter and ending on the second trading day after the announcement thereof is published; and

(d) the period commencing from the occurrence date of any other material event that may affect the share price and ending on the second trading day after the announcement thereof is published.

The above-mentioned “major transaction”, “material matter” and “material event that may affect the share price” refers to any transaction or any other material matter that shall be disclosed by Shanghai Henlius in accordance with the requirements of the Rules on Share Transfer on the National Equities Exchange and Quotations System (Trial), the Business Rules of the National Equities Exchange and Quotations System (Trial) and other relative laws, regulations and regulatory documents.

The specific date of exercise shall be determined by the board of directors of Shanghai Henlius. The board of directors of Shanghai Henlius shall arrange no less than four periods of consecutive day for exercise of options for each year with no less than 5 days for each period.

– XII-4 – APPENDIX XII PRINCIPAL TERMS OF SHANGHAI HENLIUS SHARE OPTION INCENTIVE SCHEME

Incentive Recipients must exercise all of their share options within the Exercise Period of the options. Upon the expiration of the Exercise Period, the options that have been granted but not exercised shall be cancelled automatically. The board of directors shall handle the related formalities.

(7) PERFORMANCE TARGETS

With respect to the Initial Options, (i) on or before 31 March 2017, if the products developed by Shanghai Henlius have entered the stage of preliminary research, clinical trial or marketing as agreed in the research and development plan of Shanghai Henlius, the Initial Incentive Recipients may exercise 30% of the Initial Options held by them in one go on the relevant date of exercise; (ii) on or before 31 December 2017, if the products developed by Shanghai Henlius have entered the stage of preliminary research, clinical trial or marketing as agreed in the research and development plan of Shanghai Henlius, the Initial Incentive Recipients may exercise 30% of the Initial Options held by them in one go on the relevant date of exercise; (iii) on or before 31 December 2018, if the products developed by Shanghai Henlius have entered the stage of preliminary research, clinical trial or marketing as agreed in the research and development plan of Shanghai Henlius, the Initial Incentive Recipients may exercise 40% of the Initial Options held by them in one go on the relevant date of exercise; and (iv) if the exercise conditions are satisfied at a time later than those prescribed above, the Initial Incentive Recipients may also exercise the Initial Options in respective proportions if otherwise approved by the board of directors of Shanghai Henlius.

The exercise conditions for the Reserved Options shall be determined by the board of directors of Shanghai Henlius with due consideration of the operations and development planning of Shanghai Henlius.

(8) PAYMENT ON APPLICATION OR ACCEPTANCE

No payment to the options under Shanghai Henlius Share Option Incentive Scheme shall be required to be made by the Incentive Recipients upon the grant of an option.

(9) BASIS OF DETERMINATION OF THE EXERCISE PRICE

The Exercise Price of each Option Share, which is subject to adjustment to be made based on the price of shares of Shanghai Henlius of further financing rounds prior to the quotation of Shanghai Henlius on NEEQ should such price is higher than the Exercise Price, that underlying the options to be granted under the Shanghai Henlius Share Option Incentive Scheme shall be RMB9.21 per Option Share, which was determined by the board of directors of Shanghai Henlius based on the market valuation of Shanghai Henlius taking in account of the incentive effect, which is equivalent to the market price of the shares of Shanghai Henlius that arrived at based on the consideration of the latest financing round of Shanghai Henlius as at the date hereof, such consideration was determined based on the assessed value of Shanghai Henlius considering a discounted cash flow model and the negotiation between Shanghai Henlius and the third party investors.

– XII-5 – APPENDIX XII PRINCIPAL TERMS OF SHANGHAI HENLIUS SHARE OPTION INCENTIVE SCHEME

The exercise price of the Reserved Options will be determined by the board of directors of Shanghai Henlius based on the specific situations of Shanghai Henlius on the date of grant of the Reserved Options, in accordance with the relevant rules and regulations of NEEQ and the terms of Shanghai Henlius Share option Incentive Scheme, with reference to any or several of the following standards:

(a) the average closing price of Option Share for the 30 trading days immediately preceding the disclosure of the incentive plan then in effect for the Reserved Options;

(b) the price of the last batch of shares placed by Shanghai Henlius to external investors within the last 6 months preceding the disclosure of the incentive plan then in effect for the Reserved Options; and

(10) RANKING OF OPTION SHARES SUBJECT TO THE OPTIONS

The Option Shares subject to the options to be granted under the Shanghai Henlius Share Option Incentive Scheme are ordinary shares of Shanghai Henlius. Option Shares to be allotted and issued upon the exercise of an option under the Shanghai Henlius Share Option Incentive Scheme will be subject to all the provisions of the articles of association of Shanghai Henlius for the time being in force and will rank pari passu in all respects with the existing fully paid shares of Shanghai Henlius in issue on the date on which the option is duly exercised and accordingly will entitle the holders thereof to participate in all dividends or other distributions paid, and shall carry voting rights.

(11) TERM OF THE SHANGHAI HENLIUS SHARE OPTION INCENTIVE SCHEME

The Shanghai Henlius Share Option Incentive Scheme shall terminate at the end of ten (10) years from the date of adoption, unless terminated earlier in accordance with the terms of the Shanghai Henlius Share Option Incentive Scheme.

(12) CIRCUMSTANCES UNDER WHICH THE OPTIONS WILL AUTOMATICALLY LAPSE

The options granted under the Shanghai Henlius Share Option Incentive Scheme shall lapse automatically and not be exercisable (to the extent no already exercised) on the earliest of:

(a) in the event of termination of the Shanghai Henlius Share Option Incentive Scheme by the shareholders of Shanghai Henlius; or

(b) the expiration of the Exercise Period.

– XII-6 – APPENDIX XII PRINCIPAL TERMS OF SHANGHAI HENLIUS SHARE OPTION INCENTIVE SCHEME

(13) ADJUSTMENTS

(a) Adjustment to the number of options

In the event of any capitalization of capital reserve, share split or share consolidation before the exercise of options, Shanghai Henlius shall accordingly adjust the number of the options to be granted to the Incentive Recipients as follows:

(i) Capitalization of capital reserve and share split

Q=Q0 ×(1+N)

Where: Q0 represents the quantity of share options before adjustment; N represents the ratio of the capitalization of capital reserve and share split per share, i.e. the quantity of shares increased per share after capitalization and stock split; Q represents the quantity of share options after adjustment.

(ii) Share consolidation

Q=Q0 ×N

Where: Q0 represents the quantity of share options before adjustment; N represents the stock consolidation ratio, i.e. one Henlius Share will be consolidated into N shares; Q represents the quantity of share options after adjustment.

(b) Adjustment to the Exercise Price

In the event of any capitalization of capital reserve, share split or share consolidation made by Shanghai Henlius before the exercise, the Exercise Price shall be adjusted accordingly as follows:

(i) Capitalization of capital reserve and share split

P=P0 /(1+N)

Where: P0 represents the Exercise Price before the adjustment; N represents the ratio of capitalization of capital reserve and share split; P represents the Exercise Price after adjustment.

– XII-7 – APPENDIX XII PRINCIPAL TERMS OF SHANGHAI HENLIUS SHARE OPTION INCENTIVE SCHEME

(ii) Share consolidation

P=P0 /N

Where: P0 represents the Exercise Price before adjustment; N represents the ratio of share consolidation; P represents the Exercise Price after adjustment.

(14) CANCELLATION OF OPTIONS GRANTED BUT NOT EXERCISED

If any Incentive Recipient takes the initiative to leave, or his/her employment relation with Shanghai Henlius is terminated because of his/her violation of rules and regulations of Shanghai Henlius, or is not able to fulfill their job requirements (i.e. failing the performance appraisal), Shanghai Henlius may cancel the options granted to, but not exercised by, such Incentive Recipient after consideration by the board of directors of Shanghai Henlius.

If any Incentive Recipient materially damages the interest or reputation of Shanghai Henlius due to such behaviours as breach of law, violation of professional ethics, disclosure of confidential information, and negligence or breach of duty, Shanghai Henlius may cancel the options granted to, but not exercised by, such Incentive Recipient after consideration by the board of directors of Shanghai Henlius.

Prior to the shares of Shanghai Henlius are quoted on the New Third Board, the outstanding options shall be cancelled upon occurrence of the following events. If, upon the occurrence of the following events, the shares of Shanghai Henlius have been quoted on the New Third Board, the Incentive Recipient shall decide whether he/she will exercise the options within 30 days, otherwise such outstanding options that have not been exercised will be cancelled, and for the options have been exercised, the board of directors of Shanghai Henlius has the right to designate other Incentive Recipient to purchase the shares, if such other Incentive Recipient fails to purchase such shares, the controlling shareholder of Shanghai Henlius or any other party designated thereby may purchase such shares at the market price. If, upon the occurrence of the following events, Shanghai Henlius has completed initial public offering, the Incentive Recipient shall decide whether he/she will exercise the outstanding share options within 30 days, otherwise such outstanding options will be cancelled, while the exercised options of such Incentive Recipient will not be affected.

(a) the Incentive Recipient resigns voluntarily, though not due to his/her incompetence for the current post, failure to pass performance appraisal, severe violation of rules and norms of Shanghai Henlius, breach of law, contravention of business ethics, leakage of corporate secrets, and negligence or malpractice that significantly harms the Shanghai Henlius’ interests or reputation;

(b) the Incentive Recipient is unwilling to renew the employment contract with Shanghai Henlius upon expiration of such contract;

(c) the Incentive Recipient is disengaged because of Shanghai Henlius (including significant events, change of control, consolidation and split of Shanghai Henlius);

– XII-8 – APPENDIX XII PRINCIPAL TERMS OF SHANGHAI HENLIUS SHARE OPTION INCENTIVE SCHEME

(d) the Incentive Recipient suffers diseases or sustains injuries not related to duties for Shanghai Henlius, and is not able to undertake his/her original work and other work arranged by Shanghai Henlius upon expiration of the specified medical treatment period;

(e) the Incentive Recipient applies for statutory retirement as he/she reaches the retirement age stipulated by Shanghai Henlius and the relevant governmental authorities;

(f) the Incentive Recipient is not able to fulfill the service agreement between him/her and Shanghai Henlius in consequence of other force majeure incidents;

(g) In the event of death of the Incentive Recipient, his/her corresponding rights will be exercised by his/her heir.

(15) TRANSFERABILITY OF THE OPTIONS

No option granted under the Shanghai Henlius Share Option Incentive Scheme shall be transferred by the Incentive Recipients, or used for providing guarantee or debt repayment thereby.

(16) TERMINATION OF THE SHANGHAI HENLIUS SHARE OPTION INCENTIVE SCHEME

Shanghai Henlius shall terminate the Shanghai Henlius Share Option Incentive Scheme upon occurrence of the following events, and the options granted thereunder to, but not exercised by, the Incentive Recipients shall be terminated:

(a) the certified accountant issued an audit report with a negative or qualified opinion on the Shanghai Henlius’ financial accounting report for the most recent accounting year;

(b) Shanghai Henlius received administrative penalties from the CSRC during the most recent year due to material non-compliance with laws or regulations; and

(c) other circumstances in which a share option incentive scheme may not be implemented as determined by the CSRC and NEEQ.

The board of directors of Shanghai Henlius may submit a proposal to its general meeting for the termination of the Shanghai Henlius Share Option Incentive Scheme as it deems necessary. Options vested but not exercised shall be terminated for exercise and cancelled, and options not vested shall lapse as from the date on which such termination is approved by the shareholders of Shanghai Henlius.

– XII-9 – APPENDIX XII PRINCIPAL TERMS OF SHANGHAI HENLIUS SHARE OPTION INCENTIVE SCHEME

(17) ALTERATION OF THE SHANGHAI HENLIUS SHARE OPTION INCENTIVE SCHEME

The board of directors of Shanghai Henlius may alter the Shanghai Henlius Share Option Incentive Scheme at any time. Any amendment, change or suspension of the the Shanghai Henlius Share Option Incentive Scheme shall not harm the right of any Incentive Recipient, unless otherwise mutually agreed by the Incentive Recipient and Shanghai Henlius, whereas the relevant agreement must be signed by the Incentive Recipient and Shanghai Henlius in writing. The termination of the Shanghai Henlius Share Option Incentive Scheme shall not prejudice the ability of the board of directors of Shanghai Henlius or its committees to exercise their respective powers pursuant to the rewards granted under incentives before the relevant termination date.

Nevertheless, the board of directors of Shanghai Henlius is entitled to amend and/or change the Shanghai Henlius Share Option Incentive Scheme, except in the following circumstances:

(a) any amendment in favour of any Incentive Recipient or potential Incentive Recipient (as the case may be) in respect of the matters stipulated in Rule 17.03 of the Hong Kong Listing Rules; or

(b) any change made by the board of directors of Shanghai Henlius in respect of its power to amend any provisions of the Shanghai Henlius Share Option Incentive Scheme.

Moreover, any significant change in the terms and conditions of the Shanghai Henlius Share Option Incentive Scheme or any amendment on the terms for granting share options (except any change that takes effect automatically in accordance with provisions of the Shanghai Henlius Share Option Incentive Scheme) must be approved at the applicable general meeting(s) of Fosun International and/or Fosun Pharma, as long as Shanghai Henlius is a subsidiary of Fosun International or Fosun Pharma. An amended provision of the Shanghai Henlius Share Option Incentive Scheme shall still be subject to the relevant requirements set forth in Chapter 17 of the Hong Kong Listing Rules.

– XII-10 – APPENDIX XIII AMENDMENTS TO MANAGEMENT SYSTEM OF CONNECTED TRANSACTIONS

To further improve the corporate governance, part of the terms and conditions of the Management System of Connected Transaction of Shanghai Fosun Pharmaceutical Group Co., Ltd. are revised as the following:

Original Revised

Article 20 Connected transaction with the Article 20 Connected transaction with the connected parties defined by domestic connected parties defined by domestic securities supervision and management securities supervision and management institutions: institutions:

(I) Connected transaction in relation to the (I) Connected transaction in relation to the following shall be promptly disclosed, following shall be promptly disclosed, e.g. transaction with a value of e.g. transaction with a value of RMB300,000 or above, between the RMB300,000 or above, between the Company and/or affiliates and connected Company and/or affiliates and connected natural persons (except where the natural persons (except where the Company and/or its affiliates provide Company and/or its affiliates provide guarantee), connected transaction with a guarantee), connected transaction with a value of RMB3 million or above and value of RMB3 million or above and accounting for 0.5% of the absolute accounting for 0.5% of the absolute value of the latest audited net asset value of the latest audited net asset between the Company and the connected between the Company and the connected corporation or other organizations corporation or other organizations (except where the Company and/or its (except where the Company and/or its affiliates provide guarantee). affiliates provide guarantee).

(II) The connected transaction accounting (II) The connected transaction accounting for 1% or above of the absolute value of for 1% or above of the absolute value of the latest audited net asset between the the latest audited net asset between the Company and/or its affiliates and the Company and/or its affiliates and the connected parties (except where the connected parties (except where the Company and/or its affiliates provide Company and/or its affiliates provide guarantee) shall be submitted to the guarantee) shall be submitted to the Board for approval and shall be Board for approval and shall be disclosed promptly. disclosed promptly.

– XIII-1 – APPENDIX XIII AMENDMENTS TO MANAGEMENT SYSTEM OF CONNECTED TRANSACTIONS

Original Revised

(III) The connected transaction with a value (III) The connected transaction with a value of RMB30 million or above and of RMB30 million or above and accounting for 5% or above of the accounting for 5% or above of the absolute value of the audited net asset absolute value of the audited net asset between the Company and/or its between the Company and/or its affiliates and the connected parties affiliates and the connected parties (except where the Company and/or its (except where the Company and/or its affiliates provide guarantee, receive cash affiliates provide guarantee, receive cash assets or have their obligation reduced or assets or have their obligation reduced or remitted) shall be submitted to the remitted) shall be submitted to the General Meeting for approval and shall General Meeting for approval and shall be disclosed promptly. be disclosed promptly.

The audit or evaluation report on The audit or evaluation report on transaction objects issued by the transaction objects issued by the securities service institutions qualified securities service institutions qualified in securities and futures business shall in securities and futures business shall be submitted where the Company and/or be submitted where the Company and/or its affiliates proposed to handle key its affiliates proposed to handle key connected transaction in (III). The connected transaction in (III). The transaction object involved in the transaction object involved in the connected transaction in relation to the connected transaction in relation to the daily operation as described in Chapter daily operation as described in Chapter 7, no auditing or evaluation is required. 7, no auditing or evaluation is required.

(IV) The guarantee, large or small, provided (IV) The guarantee, large or small, provided by the Company or its affiliates to the by the Company or its affiliates to the connected parties shall be promptly connected parties shall be promptly disclosed upon approval of the Board disclosed upon approval of the Board and shall be submitted to the General and shall be submitted to the General Meeting for review and approval. Meeting for review and approval.

– XIII-2 – APPENDIX XIII AMENDMENTS TO MANAGEMENT SYSTEM OF CONNECTED TRANSACTIONS

Original Revised

(V) Where the Company or its affiliates (V) Where the Company or its affiliates handle connected transaction with the handle connected transaction with the connected parties in such forms as connected parties in such forms as “providing financial assistance instead “providing financial assistance instead of guarantee” and “entrusted financial of guarantee” and “entrusted financial management”, the accrual amount shall management”, the accrual amount shall be used as the standard for calculation in be used as the standard for calculation in disclosure and shall be calculated in a disclosure and shall be calculated in a cumulative manner within a consecutive cumulative manner within a consecutive 12 months based on types of transaction, 12 months based on types of transaction, in which the paragraph (I), (II) and (III) in which the paragraph (I) and (III) shall shall be adopted. The following be adopted. The following connected connected transaction shall be calculated transaction shall be calculated based on based on the principle of cumulative the principle of cumulative calculation calculation for the consecutive 12 for the consecutive 12 months and the months and the paragraph (I), (II) and paragraph (I) and (III) shall be adopted: (III) shall be adopted: (1) transaction (1) transaction with the same connected with the same connected parties; (2) parties; (2) transaction with different transaction with different connected connected parties in relevant types of parties in relevant types of transactions. transactions.

The same connected party refers to the The same connected party refers to the corporation or other organizations that corporation or other organizations that are directly or indirectly controlled by are directly or indirectly controlled by the same corporation or other the same corporation or other organizations or natural persons together organizations or natural persons together with the same connected parties or with the same connected parties or where the connected parties are where the connected parties are controlled by stock equity of the controlled by stock equity of the corporation or other organization or corporation or other organization or natural persons and vice versa, and the natural persons and vice versa, and the corporation or other organizations in corporation or other organizations in which the same connected natural which the same connected natural persons serve as the Board directors or persons serve as the Board directors or senior managers. senior managers.

Where the resolution procedure of the Where the resolution procedure of the General Meeting is fulfilled in General Meeting is fulfilled in accordance with the principle of accordance with the principle of cumulative calculation, it shall not be cumulative calculation, it shall not be included into the scope of relevant included into the scope of relevant calculation. calculation.

– XIII-3 – APPENDIX XIII AMENDMENTS TO MANAGEMENT SYSTEM OF CONNECTED TRANSACTIONS

Original Revised

The Company is not allowed to provide The Company is not allowed to provide loans to the Board directors, supervisors loans to the Board directors, supervisors or senior managers directly or indirectly or senior managers directly or indirectly through its affiliates. through its affiliates.

......

All other terms and conditions remain unchanged except for the above revises.

– XIII-4 – APPENDIX XIV EXTERNAL GUARANTEES

Details of resolutions in relation to the total amount of external guarantees of the Group for 2017 are as follows:

I. SUMMARY OF THE GUARANTEES

Based on the business plan for 2017 of the Group, it is proposed to the general meeting for approving the renewal and additional external guarantees quota of the Group in 2017 in an aggregate amount of not more than RMB18,000 million, which includes guarantees provided by the Company to its subsidiaries, and those provided by its subsidiaries to the Company or to those among subsidiaries. It is proposed that the management of the Company or its delegates be authorized to adjust each specific guarantee, which shall be within the approved additional guarantee cap, on the basis of actual operational needs, and sign relevant legal documents.

The quota of the external guarantees which are to be extended upon maturity on 30 June 2018 and the additional guarantees are expected to be as follows:

1. The Company intended to provide a joint liability guarantee for loans of up to RMB1,000 million with a term of not exceeding 10 years to be applied by Fosun Pharmaceutical Industrial, or its subsidiaries, from financial institutions.

As at Latest Practicable Date, the actual amount of guarantee provided by the Group to Fosun Pharmaceutical Industrial was RMB300 million.

2. The Company intended to provide a joint liability guarantee for bonds, debt financing instruments or financial institution loans of up to US$2,200 million with a term of not exceeding 7 years to be issued or applied by Fosun Industrial or its subsidiaries.

As at Latest Practicable Date, the actual amount of guarantee provided by the Group to Fosun Industrial was RMB10,567.5060 million according to the middle price of RMB against US$ published by the People’s Bank of China on the latest practicable date (same as below).

3. The Company intended to provide a joint liability guarantee for loans of up to RMB1,000 million with a term of not exceeding 15 years to be applied by Fosun Hospital Investment or its subsidiaries, from financial institutions.

As at Latest Practicable Date, the actual amount of guarantee provided by the Group to Fosun Hospital Investment was RMB0 million.

4. Yao Pharma, a subsidiary of the Company, intended to provide a joint liability guarantee for loans of up to RMB100 million with a term of not exceeding 3 years to be applied by Chongqing Carelife Pharmaceutical Co., Ltd. (“Chongqing Carelife”), its subsidiary, from Export-Import Bank of China.

As at the Latest Practicable Date, the actual amount of guarantee provided by the Group to Chongqing Carelife was RMB50 million.

– XIV-1 – APPENDIX XIV EXTERNAL GUARANTEES

5. Apart from the above 4 foreign guarantee quota proposed to be renewed and increased, the Company will provide, through the management or persons it authorizes, foreign guarantee in accordance with actual operation conditions within the scope of quota of guarantee proposed to be renewed and increased in 2017 examined and approved by the General Meeting (including the Company’s providence of guarantee to subsidiaries or vice versa and providence of guarantee between subsidiaries).

With regard to the guarantee in foreign guarantee quota proposed to be renewed and increased in 2017, provided the guaranteed person serves as the non wholly-owned subsidiary of the Company, the Group usually undertakes liability of guarantee corresponding to the stock equity held by the Group. The guarantee beyond the ratio of stock equity held by the Group shall be provided with counter guarantee by other shareholders of the guaranteed person or the guaranteed person.

II. GENERAL INFORMATION OF THE GUARANTEED COMPANIES

1. Fosun Pharmaceutical Industrial

The registered address of Fosun Pharmaceutical Industrial is Flat 350, No. 25 Kang Shi Road, Kangqiao Town, Pudong New Area, Shanghai. It was established in 2001, and its legal representative is Wu Yifang. Its business scope includes industrial investment, investment in pharmaceutical industry as well as import and export of cargo and technologies (for items which required license according to the law, its operation shall only commence after receiving approval from relevant authorities). As at Latest Practicable Date, the registered capital of Fosun Pharmaceutical Industrial amounted to RMB2,253.3080 million, among which the Company contributed RMB2,253.3080 million, accounting for 100% of the equity interests of Fosun Pharmaceutical Industrial.

Based on the unaudited management’s accounts of Fosun Pharmaceutical Industrial, its total asset, equity interests and total liabilities amounted to RMB8,029.03 million, RMB3,117.86 million and RMB4,911.17 million, respectively, among which total bank loan was RMB300 million and total current liabilities amounted to RMB277.85 million as at 31 December 2016. In 2016, Fosun Pharmaceutical Industrial generated a revenue and net profit of RMB3.42 million and RMB301 million (on a solo basis), respectively.

2. Fosun Industrial

The registered address of Fosun Industrial is Hong Kong, China, and the chairman of the board is Mr. Chen Qiyu. Its business scope includes foreign investment, sales and advisory services for Chinese and Western medicine, diagnostic reagents, medical equipment products, as well as related export and import business. As at Latest Practicable Date, 100% of the equity interests of Fosun Industrial is held by the Company.

– XIV-2 – APPENDIX XIV EXTERNAL GUARANTEES

Based on the unaudited management’s accounts of Fosun Industrial in accordance with the Hong Kong Financial Reporting Standards, its total asset, equity interests and total liabilities, amounted to US$1,065.30 million, US$361.48 million and US$703.82 million, respectively, among which total bank loan was US$496.32 million and total current liabilities amounted to RMB507.50 million as at 31 December 2016. In 2016, Fosun Industrial generated revenue and net profit of US$6.40 million and US$5.55 million (on a solo basis), respectively.

3. Fosun Hospital Investment

Fosun Hospital Investment was established in December 2010, with its registered address in Room 207, No. 866 Halei Road of Trial Section of Free Trade Zone of Shanghai, China. Its legal representative is Yao Fang. The scope of its business includes businesses in medical and health protection industry investment into industries related to medical industry (medical healthcare and medical education), businesses related to management of hospital as entrusted by medical institutions, hospital management consultation (excluding serving as agency) (for items which required license according to the law, its operation shall only commence after receiving approval from relevant authorities). As at Latest Practicable Date, Fosun Hospital Investment had a registered capital of RMB100 million, in which, the Company invested RMB100 million, accounting for 100% equity.

Based on the unaudited management’s accounts of Fosun Hospital Investment, its total asset, equity interests and total liabilities amounted to RMB2,634.06 million, RMB10.11 million and RMB2,623.95 million, respectively, among which total bank loan was RMB0 million and total current liabilities amounted to RMB2,610.02 million as at 31 December 2016. In 2016, Fosun Hospital Investment generated revenue and net profit of RMB0 million and RMB-14.68 million (on a solo basis), respectively.

4. Chongqing Carelife

The registered address of Chongqing Carelife is No. 3 Hua Nanyi Road, Chongqing (Changshou) Chemical Industrial Park China. It was established in July 2000, and its legal representative is Wan Fan. Its business scope covers licensed business activities such as manufacturing of API, and shall carry out the above business as approved and within the valid period. Its general business activities include research and development of western and Chinese medicine; export and manufacturing of proprietary medical products, chemicals and relevant technologies of the Company and its subsidiaries, as well as import business of raw and collateral materials, mechanic equipment, apparatus, instruments, spare parts and relevant technologies which are necessary in scientific researches. When engaging in business subject to administrative licensing, it shall carry out the above business as approved and within the valid period. It must not conduct business which is not permitted or beyond the business scopes permitted or expired. As at Latest Practicable Date, the registered capital of Chongqing Carelife amounted to RMB16,085,667, among which Yao Pharma contributed RMB16,085,667, accounting for 100% of the equity interests of Chongqing Carelife.

– XIV-3 – APPENDIX XIV EXTERNAL GUARANTEES

Based on the unaudited management’s accounts of Chongqing Carelife, its total asset, equity interests and total liabilities amounted to RMB204.99 million, RMB113.11 million and RMB91.88 million, respectively, among which total bank loan was RMB47 million and total current liabilities amounted to RMB44.88 million as at 31 December 2016. In 2016, Chongqing Carelife generated a revenue and net profit of RMB253.01 million and RMB46.01 million (on a solo basis), respectively.

III. OPINION OF THE BOARD

Given that the above guarantees are made between the Company and its subsidiaries and the risks of the guarantees are controllable, the Board of Fosun Pharma approved the above guarantees.

IV. AGGREGATE AMOUNT OF EXTERNAL GUARANTEES AND OVERDUE GUARANTEES

The actual amount of external guarantees provided by the Company and its holding subsidiaries and entities amounted to approximately RMB11,738.9392 million as at Latest Practicable Date, accounting for 52.90% of the audited net assets attributed to the shareholders of the listed company as at 31 December 2016. They are all intra-company guarantees between the Company and its subsidiaries.

The Company and its subsidiaries do not have any overdue guarantees as at Latest Practicable Date.

This resolution shall be effective from the approval of the resolution at the AGM to the date of 2017 annual general meeting.

– XIV-4 – APPENDIX XV GRANT OF GENERAL MANDATE TO ISSUE A SHARES AND/OR H SHARES

Details of the resolution in relation to the proposed grant of general mandate to issue A Shares and/or H Shares are set out as follows:

I. PARTICULARS OF THE MANDATE

Set out below are the particulars of the general mandate, including but not limited to:

1. Granting of an unconditional general mandate to the Board of the Company, subject to the market condition and the needs of the Company, to issue, allot and deal with additional A Shares and/or H Shares of the Company during the Relevant Period (as defined below).

2. Making or granting offers, agreements or options that might or would require A Shares and/or H Shares to be issued or other transferable rights to subscribe for or purchase A Shares and/or H Shares (collectively, “Instruments”) including but not limited to the creation and issue of warrants, bonds, debentures or other Instruments convertible into Shares.

3. Issuing additional Instruments arising from adjustments made to the number of Instruments previously issued in the event of rights, bonus or capitalization issues.

4. The total number of the A Share and/or H Shares approved to be issued, allotted and dealt with or agreed conditionally or unconditionally to be issued, allotted and dealt with by the Board of the Company (whether they are allotted pursuant to the share options or otherwise), and the number of the offers, agreements and/or options made or granted (including warrants, convertible bonds and other securities carrying rights of subscription for or conversion into A Shares and/or H Shares) based on the number of A Shares and/or H Shares converted to or allotted, shall not exceed 20% of the total number of the A Shares and/or H Shares in issue as at the date of passing this resolution at the general meeting of the Company.

5. The Board of the Company shall be authorized to formulate and implement specific issuance plans when exercising the aforementioned general mandate, including but not limited to the class of new shares to be issued, the pricing methods and/or the issue price (including the price range), number of shares to be issued, allottees, use of proceeds, time of issuance, period of issuance, specific subscription methods, the pre-emptive subscription ratio of existing shareholders and other specific matters relating to the issuance.

6. The Board of the Company shall be authorized to engage services of intermediary institutions for matters in relation to the issuance, and to approve and execute all the acts, deeds, documents and other matters which are necessary, appropriate, desirable or relevant to the issuance; to consider and approve and to execute, for and on behalf of the Company, agreements relating to the issuance, including but not limited to placement and underwriting agreement and engagement agreement of intermediary institutions.

– XV-1 – APPENDIX XV GRANT OF GENERAL MANDATE TO ISSUE A SHARES AND/OR H SHARES

7. The Board of the Company shall be authorized to consider and approve and to execute, for and on behalf of the Company, the statutory documents relating to the issuance for submission to the relevant regulatory authorities. Pursuant to the requirements of the regulatory authorities and places where the Company is listed, relevant approval procedures, and complete all necessary record, registration and filing procedures with the relevant governmental authorities of Hong Kong and/or other regions and jurisdictions (if applicable).

8. The Board of the Company shall be authorized to amend, as required by the relevant regulatory authorities within or outside PRC, the agreements and statutory documents referred to in item (6) and (7) above.

9. The Board of the Company shall be authorized to approve the increase of registered capital of the Company after issuance of new shares and make amendments to the articles of association of the Company relating to the total share capital and shareholding structure, etc., and the management shall be authorized to carry out the relevant procedures.

II. PERIOD OF THE MANDATE

The aforementioned mandate shall not extend beyond the Relevant Period (as hereinafter defined) save that the Board may during the Relevant Period (as hereinafter defined) make or grant offers, agreements or options with respect to the issue of A Shares and/or H Shares which might be required to be carried out or implemented after the end of the Relevant Period (as hereinafter defined).

The “Relevant Period” refers to the period commencing from the date on which this proposal is considered and approved at the general meeting to the earlier of:

1. the conclusion of the 2017 annual general meeting of the Company;

2. the date on which the mandate granted under this proposal is revoked or varied by resolution at any general meeting of the Company.

The Board will only exercise the aforesaid general mandate in accordance with the Company Law and the Hong Kong Listing Rules (as amended from time to time) or all applicable laws, rules and regulations of any other governmental or regulatory authorities and only if all necessary approvals from CSRC and/or other relevant governmental authorities of PRC are obtained.

– XV-2 – NOTICE OF AGM

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (“AGM”) of Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* (the “Company”) will be held at Shanghai Film Art Center, No. 160 Xinhua Road, Shanghai, the People’s Republic of China on Thursday, 29 June 2017 at 1:00 p.m. for the purposes of considering and, if thought fit, passing (with or without modifications) the following resolution. Unless otherwise indicated, capitalized terms used herein shall have the same meanings as defined in the circular of the Company dated 11 May 2017 (the “Circular”).

ORDINARY RESOLUTIONS

1. To consider and approve the annual report of the Group for the year 2016.

2. To consider and approve work report of the Board of the Company for the year 2016.

3. To consider and approve the work report of the Supervisory Committee of the Company for the year 2016.

4. To consider and approve the final accounts report of the Group for the year 2016.

5. To consider and approve the annual profit distribution proposal of the Company for the year 2016.

6. To consider and approve the re-appointment of Ernst & Young Hua Ming (a special general partnership) as PRC financial report and internal control report auditors of the Company for the year 2017 and re-appointment of Ernst & Young as international financial report auditors of the Company for the year 2017 and the passing of remuneration packages for the PRC and international auditors for the year 2016.

7. To consider and approve the estimated ongoing related party transactions for 2017 of the Group.

8. To consider and approve the appraisal results and remunerations of executive Directors for 2016.

* for identification purposes only

– N-1 – NOTICE OF AGM

9. To consider and approve the appraisal program of executive Directors for 2017.

10. To consider and approve the renewal of and new entrusted loan/borrowing quota of the Group for 2017.

11. To consider and approve the total bank credit applications of the Group for 2017.

12. To consider and approve the authorization to the management to dispose of listed securities.

13. To consider and approve the mandate to issue interbank market debt financing instruments.

14. To consider and approve the compliance with conditions for the proposed public issuance of corporate bonds of the Company.

15. To consider and, if thought fit, to pass the resolution of the proposed issuance of corporate bonds:

15.1 Size and method of the issuance

15.2 Coupon rate and its determination mechanism

15.3 Maturity period, method of principal repayment and interest payment, and other specific arrangements

15.4 Use of proceeds

15.5 Issuance target and placing arrangement for Shareholders of the Company

15.6 Guarantee arrangement

15.7 Provisions on redemption and repurchase

15.8 Credit standing of the Company and safeguards for debt repayment

15.9 Underwriting method

15.10 Listing arrangement

15.11 Validity of the resolutions

16. To consider and approve the grant of authorizations to the Board (or its authorized representatives) to deal with, at their absolute discretion, relevant matters in relation to the public issuance of corporate bonds.

– N-2 – NOTICE OF AGM

17. To consider and approve the adoption of Shanghai Henlius Share Option Incentive Scheme, and to authorize the Board of Shanghai Henlius to grant the options under the Shanghai Henlius Share Option Incentive Scheme, allot and issue shares of Shanghai Henlius to be issued upon exercise of options to be granted under the Shanghai Henlius Share Option Incentive Scheme, as well as to take all steps as considered to be necessary, expedient and appropriate to give effect to the Shanghai Henlius Share Option Incentive Scheme.

18. To consider and approve the amendments to management system of connected transactions.

SPECIAL RESOLUTIONS

19. To consider and approve the renewal of and new guarantee quota of the Group for 2017.

20. To consider and, if thought fit, to pass the proposed grant of general mandate of issue A shares and/or H shares of the Company:

(a) Granting of an unconditional general mandate to the Board, subject to the market condition and the needs of the Company, to issue, allot and deal with additional A Shares and/or H Shares of the Company during the Relevant Period (as defined below).

(b) Making or granting offers, agreements or options that might or would require A Shares and/or H Shares to be issued or other transferable rights to subscribe for or purchase A Shares and/or H Shares (collectively, “Instruments”) including but not limited to the creation and issue of warrants, bonds, debentures or other Instruments convertible into Shares.

(c) Issuing additional Instruments arising from adjustments made to the number of Instruments previously issued in the event of rights, bonus or capitalization issues.

(d) The total number of the A Share and/or H Shares approved to be issued, allotted and dealt with or agreed conditionally or unconditionally to be issued, allotted and dealt with by the Board (whether they are allotted pursuant to the share options or otherwise), and the number of the offers, agreements and/or options made or granted (including warrants, convertible bonds and other securities carrying rights of subscription for or conversion into A Shares and/or H Shares) (the securities are calculated based on the number of A Shares and/or H Shares converted to or allotted), shall not exceed 20% of the total number of the A Shares and/or H Shares in issue as at the date of passing this resolution at the general meeting of the Company.

(e) The Board shall be authorized to formulate and implement specific issuance plans when exercising the aforementioned general mandate, including but not limited to the class of new shares to be issued, the pricing methods and/or the issue price (including the price range), number of Shares to be issued, allottees, use of proceeds, time of issuance, period of issuance, specific subscription methods, the pre-emptive subscription ratio of existing shareholders and other specific matters relating to the issuance.

– N-3 – NOTICE OF AGM

(f) The Board of the Company shall be authorized to engage services of intermediary institutions for matters in relation to the issuance, and to approve and execute all the acts, deeds, documents and other matters which are necessary, appropriate, desirable or relevant to the issuance; to consider and approve and to execute, for and on behalf of the Company, agreements relating to the issuance, including but not limited to placement and underwriting agreement and engagement agreement of intermediary institutions.

(g) The Board of the Company shall be authorized to consider and approve and to execute, for and on behalf of the Company, the statutory documents relating to the issuance for submission to the relevant regulatory authorities. Pursuant to the requirements of the regulatory authorities and places where the Company is listed, fulfill relevant approval procedures, and complete all necessary record, registration and filing procedures with the relevant governmental authorities of Hong Kong and/or other regions and jurisdictions (if applicable).

(h) The Board shall be authorized to amend, as required by the relevant regulatory authorities within or outside PRC, the agreements and statutory documents referred to in item 20(d) and 20(e) above.

(i) The Board shall be authorized to approve the increase of registered capital of the Company after issuance of new shares and make amendments to the articles of association of the Company relating to the total share capital and shareholding structure, etc., and the management shall be authorized to carry out the relevant procedures.

(j) The Board will only exercise the aforesaid general mandate in accordance with the Company Law and the Hong Kong Listing Rules or all applicable laws, rules and regulations of any other governmental or regulatory authorities and only if all necessary approvals from CSRC and/or other relevant governmental authorities of PRC are obtained.

For the purpose of this resolution, the “Relevant Period” refers to the period commencing from the date on which this proposal is considered and approved at the general meeting of the Company to the earlier of:

1. the conclusion of the 2017 annual general meeting of the Company;

2. the date on which the mandate granted under this proposal is revoked or varied by resolution at any shareholders’ general meeting of the Company.

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

11 May 2017

* for identification purposes only

– N-4 – NOTICE OF AGM

As at the date of this notice, the executive Directors are Mr. Chen Qiyu, Mr. Yao Fang and Mr. Wu Yifang; the non-executive Directors are Mr. Guo Guangchang, Mr. Wang Qunbin, Ms. Kang Lan and Mr. Wang Can; and the independent non-executive Directors are Mr. Cao Huimin, Mr. Jiang Xian, Dr. Wong Tin Yau Kelvin and Mr. Wai Shiu Kwan Danny.

Notes:

1. A holder of H Shares of the Company entitled to attend and vote at the AGM 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. 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 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 24 hours before the time appointed for the holding of the AGM or any adjournment thereof. Return of the form of proxy will not preclude any member of H Shares of the Company from attending the AGM 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 Shareholders to attend and vote at the AGM, the register of members of H Shares of the Company will be closed from Monday, 29 May 2017 to Thursday, 29 June 2017 (both days inclusive). In order to qualify for attending and voting at the AGM, 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 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4: 30 p.m. on Friday, 26 May 2017.

4. A holder of H Shares of the Company entitled to attend the AGM shall lodge the reply slip for the attendance of the AGM at the Company’s Hong Kong share registrar for H Shares, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than twenty (20) days before the holding of the AGM (i.e., Friday, 9 June 2017) by hand, by post or by fax.

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

6. This notice of AGM is despatched to the holders of H Shares of the Company only. The notice of AGM 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).

– N-5 –