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Shanghai Fosun Pharmaceutical (Group) Co., Ltd.*

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Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* 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 agents 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) CONNECTED TRANSACTIONS ENTERING INTO EQUITY TRANSFER AND LOAN ASSIGNMENT CONTRACT AND NOTICE OF EGM A letter from the Board is set out on pages 7 to 16 of this circular. The notice convening the EGM to be held at 1:30 p.m. on Thursday, 27 May 2021 at Shanghai Film Art Center, No. 160 Xinhua Road, Shanghai, the PRC is set out on pages EGM-1 to EGM-2 of this circular. A form of proxy for use at the EGM is enclosed herewith and also published on the websites of the Hong Kong Stock Exchange (http://www.hkexnews.hk) and of the Company (http:// www.fosunpharma.com). Whether or not you are able to attend the said meeting, you are reminded to complete, sign and return the form of proxy enclosed, in accordance with the instructions printed thereon. The form of proxy shall be lodged at the Company’s Hong Kong share registrar for H Shares, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 24 hours before the holding of the EGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM should you so wish. * for identification purposes only 6 May 2021 CONTENT Page Definitions ........................................................ 1 Letter from the Board ............................................... 7 Notice of EGM..................................................... EGM-1 –i– DEFINITIONS Unless the context otherwise requires, the following expressions in this circular shall have the following meanings: “A Share(s)” domestic share(s) 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 “Announcement” the announcement of the Company dated 26 April 2021 in relation to entering into the Transfer Contract “Asset Valuation Report” the “Asset Valuation Report on the Sale Asset Portfolio Held by Foshan Chancheng Central Hospital Company Limited* and Shanghai Fosun Healthcare (Group) Co., Ltd.*.” (Dazheng Pingbao Zi (2021) No. 100A) issued by China Faith Appraisers Co., Ltd. as at 31 December 2020, being the Valuation benchmark date “associate(s)” has the meaning ascribed to it under the Hong Kong Listing Rules “Board” the board of directors of the Company “Chancheng Hospital” Foshan Chancheng Central Hospital Company Limited* （佛山市禪城區中心醫院有限公司）, a profit-making medical institution established with the approval by the Population, Health and Drug Administration of Chancheng District, Foshan*（佛山市禪城區人口和衛生藥 品監督管理局）, and a subsidiary of the Company “Chancheng Hospital Sale 60% equity interest in Foshan Chanxi held by Interest” Chancheng Hospital “Chancheng Hospital Sale Loan” The shareholder loan extended to Foshan Chanxi by Chancheng Hospital and interest accrued thereon in the total amount of RMB305.2104 million as at 31 December 2020 “Closing Date” the date of completion of registration of Sale Interest with relevant authorities upon the transfer of Sale Interest “Company” Shanghai Fosun Pharmaceutical (Group) Co., Ltd.*（上 海復星醫藥（集團）股份有限公司）, a joint stock company established in the PRC with limited liability, the H Shares and A Shares of which are listed and traded on the main board of the Hong Kong Stock Exchange and the Shanghai Stock Exchange, respectively –1– DEFINITIONS “Customized Project” The 5th inpatient building (proposed to be operated for women’s and children’s medical center), the 6th nursing home of the “Foshan Chancheng Medical Health City Complex Project” constructed by Foshan Chanxi “Customization Agreement” the property customization agreement dated 6 January 2020 entered into between Chancheng Hospital and Foshan Chanxi “connected person(s)” has the meaning ascribed to it under the Hong Kong Listing Rules “controlling shareholder(s)” has the meaning ascribed to it under the Hong Kong Listing Rules “Director(s)” the director(s) of the Company “Disposal” pursuant to the Transfer Contract, Chancheng Hospital and Fosun Healthcare agreed to transfer and Yuyuan agreed to purchase, the Sale Interest and Sale Loan “Equity Transfer Agreement” the equity transfer agreement dated 17 September 2020 entered into between Shanghai Fosun Pharmaceutical Industrial Development Co., Ltd.*（上海復星醫藥產業發 展有限公司）and SFHIH “EGM” the 2021 first extraordinary general meeting of the Company to be held at 1:30 p.m. on Thursday, 27 May 2021 at Shanghai Film Art Center, No. 160 Xinhua Road, Shanghai, the PRC (or any adjournment thereof) “Fosun Healthcare” Shanghai Fosun Healthcare (Group) Co., Ltd.*（上海復 星醫療（集團）有限公司）, a subsidiary of the Company “Fosun Healthcare Sale Interest” 40% equity interest in Foshan Chanxi held by Fosun Healthcare “Fosun Healthcare Sale Loan” the shareholder loan extended to Foshan Chanxi by Fosun Healthcare and interest accrued thereon in the total amount of RMB68.6768 million as at 31 December 2020 “Fosun High Tech” Shanghai Fosun High Technology (Group) Company Limited* （上海復星高科技（集團）有限公司）, a direct wholly-owned subsidiary of Fosun International and a controlling shareholder of the Company –2– DEFINITIONS “Fosun International” Fosun International Limited, a company registered 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 “Foshan Bank” Foshan Rural Commercial Bank Co., Ltd.*（佛山農村商 業銀行股份有限公司）, Huanshi branch “Foshan Chanxi” Foshan Chanxi Real Estate Development Co., Ltd.*（佛 山禪曦房地產開發有限公司）, a company established in the PRC with limited liability, of which 60% and 40% equity interest held by subsidiaries of the Company, Chancheng Hospital and Fosun Healthcare, respectively, as at the Latest Practicable Date “Foshan JV Contract” the joint venture contract dated 10 November 2020 entered into between Chancheng Hospital and Xingshuangjian Investment in relation to the establishment of Foshan Xinglian Nursing Home Co., Ltd.*（佛山市星蓮護理院有限公司） “Fund Partnership Agreements” (i) the limited partnership agreement in relation to the establishment of Suzhou Fujian Xingyi Venture Investment Partnership (Limited Partnership)*（蘇州復 健星熠創業投資合夥企業（有限合夥））dated 18 May 2020 entered into between Suzhou Xingchen Venture Investment Partnership (Limited Partnership)*（蘇州星 晨創業投資合夥企業（有限合夥））, Ningbo Fuying, Fosun High Tech and other investors; and (ii) the limited partnership agreement in relation to the establishment of Tianjin Fosun Haihe Healthcare Industry Fund Partnership (Limited Partnership)*（天津復星海河醫療健 康產業基金合夥企業（有限合夥）） dated 18 May 2020 entered into between Xingyao (Tianjin) Investment Management Partnership (Limited Partnership)* （星 耀（天津）投資管理合夥企業（有限合夥））, Ningbo Fuying, Fosun High Tech, Tianjin Xinghai Commercial Management Partnership (Limited Parnership)*（天津星 海商業管理合夥企業（有限合夥））and other investors “Group” the Company and its subsidiaries “Guarantee” the irrevocable guarantee provided by Chancheng Hospital in favour of Foshan Bank under the guarantee contract as security for the banking facilities in the principal amount of up to RMB600 million extended by Foshan Bank to Foshan Chanxi –3– DEFINITIONS “Hainan JV Contract” the joint venture contract and shareholders’ agreement dated 4 February 2021 entered into between Qianda (Tianjin) International Trading Co., Ltd.*（謙達（天津）國 際貿易有限公司）and Hainan Fosun Trade Co., Ltd.*（海 南復星商社貿易有限公司）in relation to the establishment of Hainan Fosun Trade Medical Trading Co., Ltd.*（海 南復星商社醫療貿易有限公司） “H Shares” overseas listed foreign share(s) in the ordinary share capital of the Company, with a nominal value of RMB1.00 each, which are listed on the Hong Kong Stock Exchange and traded in Hong Kong dollars “Hong Kong” the Hong Kong Special Administrative Region of China “Hong Kong Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited “Latest Practicable Date” 28 April 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein “Nanjing Partnership Agreement” the limited partnership agreement dated 23 October 2020 entered into between the Company, Shanghai Fujian Equity Investment Fund Management Co., Ltd.* （上海復健股權投資基金管理有限公司）, Fosun High Tech and Ningbo Meishan Free Trade Port Xinghui Anying Investment Management
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