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 Partnership (Limited Partnership)* （寧波梅山保稅港區星輝安盈投資管理合夥企業（有限合夥））

“Ningbo Fuying” Ningbo Fuying Investment Co., Ltd.*（寧波復瀛投資有限公司）, a company established in the PRC with limited liability and a subsidiary of the Company

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

“Previous Connected the transactions contemplated under the Fund Transactions” Partnership Agreements, Zhuorui Outpatient Capital Increase Agreement, Equity Transfer Agreement, Shenzhen Fosun Health Capital Increase Agreement, Nanjing Partnership Agreement, Foshan JV Contract, Xingjian Ruiying Partnership Agreement and Hainan JV Contract

–4– DEFINITIONS

“RMB” Renminbi, the lawful currency of the PRC

“Sale Interest” 60% equity interest and 40% equity interest of Foshan Chanxi held by Chancheng Hospital and Fosun Healthcare, respectively

“Sale Loan” The shareholder loans extended to Foshan Chanxi by Chancheng Hospital and Fosun Healthcare and interest accrued thereon in the aggregate amount of RMB373.8872 million as at 31 December 2020

“SFHIH” Shanghai Fosun Health Industry Holding Company Limited* （上海復星健康產業控股有限公司）, a company established in the PRC with limited liability and a subsidiary of Fosun High Tech

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

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

“Shenzhen Fosun Health Capital the capital increase agreement dated 17 September Increase Agreement” 2020 entered into between the Company, Fosun Healthcare, Fosun High Tech, Shanghai Youle Information Technology Company Limited*（上海有叻信息科技有限公司）, Chancheng Hospital and Shenzhen Fosun Health Information Technology Company Limited*（深圳復星健康信息科技有限公司）

“subsidiary(ies)” has the meaning ascribed to it under the Hong Kong Listing Rules

“Transfer Contract” the equity transfer and loan assignment contract dated 26 April 2021 entered into between Chancheng Hospital, Fosun Healthcare, Foshan Chanxi and Yuyuan

“Xingjian Ruiying Partnership the limited partnership agreement dated 28 December Agreement” 2020 entered into between Nanjing Fuxin Equity Investment Management Partnership (Limited Partnership)*（南京復鑫股權投資管理合夥企業（有限合夥））, Ningbo Fuying, Fosun High Tech and other investors in relation to the formation of Nanjing Xingjian Ruiying Equity Investment Partnership (Limited Partnership)* （南京星健睿贏股權投資合夥企業（有限合夥））

–5– DEFINITIONS

“Xingshuangjian Investment” Shanghai Xingshuangjian Investment Management Co., Ltd.* （上海星雙健投資管理有限公司）, a company established in the PRC with limited liability and a subsidiary of Fosun High Tech

“Yuyuan” Shanghai Yuyuan Tourist Mart (Group) Co., Ltd., a joint stock limited company established in the PRC, the shares of which are listed on and traded on the main board of the Shanghai Stock Exchange (stock code: 600655), and a subsidiary of Fosun International

“Zhuorui Outpatient Capital the capital increase agreement dated 14 August 2020 Increase Agreement” entered into between Fosun Healthcare, Xingshuangjian Investment, SFHIH and Shanghai Zhuorui Integrated Outpatient Limited Company*（上海卓瑞綜合門診部有限公司）

“%” per cent

–6– LETTER FROM THE BOARD

Executive Director: Registered Office: Mr. WU Yifang (Chairman and CEO) 9th Floor, No. 510 Caoyang Road Non-executive Directors: Putuo District Mr. CHEN Qiyu Shanghai, 200063, China Mr. YAO Fang Mr. XU Xiaoliang Headquarters: Mr. GONG Ping Building A Mr. PAN Donghui No. 1289 Yishan Road Mr. Zhang Houlin Shanghai, 200233, China

Independent Non-executive Directors: Principal Place of Business in Mr. JIANG Xian Hong Kong: Dr. WONG Tin Yau Kelvin Level 54 Ms. LI Ling Hopewell Centre Mr. TANG Guliang 183 Queen’s Road East Hong Kong

6 May 2021 To the Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTIONS ENTERING INTO EQUITY TRANSFER AND LOAN ASSIGNMENT CONTRACT AND NOTICE OF EGM

I. INTRODUCTION

Reference is made to the Announcement in relation to entering into the Transfer Contract.

The purpose of this circular is to give you notice of the EGM enclosed herewith, and to provide you with information regarding the resolution to be proposed at the EGM in relation to the entering into the Transfer Contract and the transactions contemplated thereunder to enable you to make informed decisions on whether to vote for or against the proposed resolution at the EGM.

–7– LETTER FROM THE BOARD

II. TRANSFER CONTRACT

On 26 April 2021, Chancheng Hospital, Fosun Healthcare and Foshan Chanxi, subsidiaries of the Company, entered into the Transfer Contract with Yuyuan, pursuant to which Chancheng Hospital and Fosun Healthcare agreed to transfer the Sales Interest to Yuyuan at a consideration of RMB176.1128 million, and assign the Sale Loan to Yuyuan at a total consideration of RMB373.8872 million. Upon completion of the Disposal, Yuyuan (or its designated subsidiaries as agreed) will hold 100% equity interest in Foshan Chanxi, and Foshan Chanxi will cease to be a subsidiary of the Company.

1. Date

26 April 2021

2. Parties

(1) Chancheng Hospital, as the vendor;

(2) Fosun Healthcare, as the vendor;

(3) Foshan Chanxi, as the target company; and

(4) Yuyuan, as the purchaser

3. Assets to be disposed of

Pursuant to the Transfer Contract, Chancheng Hospital and Fosun Healthcare agreed to sell, and Yuyuan agreed to purchase, the Sale Interest and the Sale Loan.

4. Consideration

Pursuant to the Transfer Contract, the total consideration for the Sale Interest is RMB176.1128 million, of which the consideration for Chancheng Hospital Sale Interest is RMB105.6677 million, and the consideration for Fosun Healthcare Sale Interest is RMB70.4451 million. The total consideration for the Sale Loan is RMB373.8872 million, of which the consideration for Chancheng Hospital Sale Loan is RMB305.2104 million, and the consideration for Fosun Healthcare Sale Loan is RMB68.6768 million.

The consideration was determined between the parties after arm’s-length negotiation based on the appraisal value as set out in the asset valuation report issued by China Faith Appraisers Co., Ltd., of which the appraisal value of the Sale Interest was in the amount of RMB176.7879 million and the appraisal value of the Sale Loan was in the amount of RMB373.8872 million as at 31 December 2020, being the valuation benchmark date.

–8– LETTER FROM THE BOARD

5. Payment schedule

The consideration for the Disposal will be paid by Yuyuan with its internal resources or its self– raised funds.

Pursuant to the Transfer Contract, the consideration shall be paid by Yuyuan to Chancheng Hospital and Fosun Healthcare in the following manner:

(1) Within 10 business days of the effective date of the Transfer Contract, Yuyuan shall pay the consideration for Chancheng Hospital Sale Interest of RMB105.6677 million to Chancheng Hospital, and the consideration for Fosun Healthcare Sale Interest of RMB70.4451 million to Fosun Healthcare;

(2) Within 10 business days of the effective date of the Transfer Contract, Yuyuan shall pay the first instalment of the consideration for Chancheng Hospital Sale Loan of RMB59.3323 million to Chancheng Hospital, and the second instalment in the amount of RMB245.8781 million shall be payable to Chancheng Hospital by 30 October 2021; and

(3) Within 10 business days of the effective date of the Transfer Contract, Yuyuan shall pay the first instalment of the consideration for Fosun Healthcare Sale Loan of RMB39.5549 million to Fosun Healthcare, and the second instalment in the amount of RMB29.1219 million shall be payable to Fosun Healthcare by 30 October 2021.

6. Effectiveness

The Transfer Contract shall be concluded upon the signing and affixed with common seal by all parties thereto, and shall be effective upon the satisfaction of all the following conditions:

(1) the relevant resolutions of the shareholders of Chancheng Hospital approving the Disposal having been passed;

(2) the relevant resolutions of the shareholders of Fosun Healthcare approving the Disposal having been passed;

(3) the relevant resolutions of the Shareholders approving the Disposal having been passed;

(4) the relevant resolutions of the shareholders of Yuyuan approving the Disposal having been passed;

(5) the relevant resolutions of the shareholders of Foshan Chanxi approving the Disposal having been passed, and the respective right of first refusal of Chancheng Hospital and Fosun Healthcare having been waived.

–9– LETTER FROM THE BOARD

7. Completion

Within 7 business days upon fulfillment of all the following conditions, Chancheng Hospital and Fosun Helathcare shall be responsible for the transfer of title of the Sale Interest under the name of Yuyuan (subject to the date of the new business license of Foshan Chanxi after the transfer):

(1) Chancheng Hospital and Fosun Healthcare having received the consideration for Sale Interest paid by Yuyuan;

(2) Chancheng Hospital and Fosun Healthcare having received the first instalment of consideration for Sale Loan paid by Yuyuan; and

(3) The Guarantee provided by Chancheng Hospital having discharged by Foshan Bank on or before the Closing Date.

8. Continued performance of the Customization Agreement

Pursuant to the Transfer Contract, the parties agree that, Chancheng Hospital and Foshan Chanxi will continue to perform the Customization Agreement dated 6 January 2020, pursuant to which Foshan Chanxi will carry out the development and construction of the Customized Project in accordance with customized requirements of Chancheng Hospital for the Customized Project, and deliver the Customized Project to Chancheng Hospital by 30 September 2022 or such other time as agreed by both parties upon completing the filing in respect of completion inspection of the Customized Project, and the title of the Customized Project will be registered under the name of Chancheng Hospital by way of asset transfer. The customization price for the Customized Project, which will be determined based on the pricing terms as set out in paragraph headed “Customization price for the development and construction of Customized Project” below together with the customization service fee at the rate of not more than 2.5% of the Appraisal Amount (as defined below), shall be payable by Chancheng Hospital to Foshan Chanxi, in accordance with the terms of the Transfer Contract and the Customization Agreement. The transfer price of the Customized Project is expected to not exceed RMB1,320 million (including part of the customization price in the aggregate amount of RMB537.3525 million that was made by Chancheng Hospital as at 31 March 2021).

The Company will comply with the Hong Kong Listing Rules requirements, as and when applicable, in relation to the performance of the Customization Agreement.

Development and construction of the Customized Project

Foshan Chanxi agreed to develop and construct the 5th inpatient building, the 6th nursing home of the “Chancheng Medical Health City Complex Project” constructed by Foshan Chanxi (i.e. the Customized Project) in accordance with the customized requirements of Chancheng Hospital.

–10– LETTER FROM THE BOARD

Customization price for the development and construction of Customized Project

(1) The customization price for the development and construction of Customized Project shall comprise the sum of all costs and expenses actually incurred during the development and construction of the Customized Project, including the land costs and expenses, the costs and expenses of development and construction, the costs and expenses of decoration, the apportioned costs of ancillary public infrastructure and other related costs and expenses that may be incurred in relation to the Customized Project.

(2) Upon completing the filing in respect of the completion inspection of the Customized Project, Foshan Chanxi shall engage a qualified professional auditing entities approved by Chancheng Hospital to audit the final accounts of the Customized Project (including civil works, installation and decoration, and apportioned costs of ancillary public infrastructure, but excluding land costs, which is determined on the basis of the actual costs incurred) and to determine the customization price for the construction part of the Customized Project according to the appraisal amount (“Appraisal Amount”) recorded in the price audit report issued by the auditing entities.

(3) The management fees of Foshan Chanxi and the apportionment of cost of the ancillary public infrastructure of the “Chancheng Medical Health City Complex Project” shall be included in the cost of the Customized Project in accordance with the Customization Agreement.

Payment of customization prices

(1) In respect of the construction fees, upon the completion of price reviewing procedures, Chancheng Hospital shall disburse the corresponding amount to Foshan Chanxi in a timely manner.

(2) In respect of the apportioned management fees and the related ancillary facilities construction costs of Fushan Chanxi, Chancheng Hospital shall complete the audit and disburse the corresponding amount to Foshan Chanxi in a timely manner.

Delivery of the Customized Project

(1) Foshan Chanxi shall deliver to Chancheng Hospital by 30 September 2022 or such other time as may be agreed between the Parties the Customized Project for which the filing of the completion inspection has been completed.

(2) In order to complete the real estate transfer formalities for the Customized Project, after the filing of the completion inspection of the Customized Project has been completed and the auditing entities has issued the final account price audit report on the cost of the Customized Project, both parties shall enter into a corresponding real estate sale and purchase contract for the transfer of the Customized Project, with the transfer price = the actual

–11– LETTER FROM THE BOARD

acquisition cost of the land occupied by the Customized Project (including land premium, taxes and fees and interest on deferred land payments) + the Appraisal Amount, and agree that the transfer price of the Customized Project shall be offset by the customization price paid by Chancheng Hospital on a dollar-to-dollar basis. In addition, after the completion of the transfer formalities for the Customized Project, Chancheng Hospital agreed to pay Foshan Chanxi a customized service fee of not more than 2.5% of the Appraisal Amount for the construction of the project. As both parties jointly participate in the design and management of the customized properties during the development period, the final percentage of the customized service fee shall be determined by mutual agreement between the parties after the completion of the project based on the actual development of the project.

(3) All taxes (including pre-paid taxes) and all expenses related to taxes incurred in connection with the business and transactions relating to the Customized Project shall be borne and paid by Chancheng Hospital.

The above fees will be paid by Chancheng Hospital with its own funds or self-raised funds.

9. Dispute resolution

Any dispute arising in the course of the performance of the Transfer Contract shall first be resolved by amicable negotiation and the parties shall continue to execute the undisputed parts of the Transfer Contract during the dispute period. Failing which it may be submitted to Shanghai Arbitration Commission for arbitration.

10. Other information

(1) Foshan Chanxi undertakes to, on or before the Closing Date, repay to the vendors all the outstanding principal amount of loans incurred during the period from 1 January 2021 to the Closing Date together with all interests accrued thereon.

(2) Yuyuan may designate its subsidiaries to assume its rights and obligations under the Transfer Contract in general and the parties shall entered into the relevant agreements based on the actual general assumptions as determined in accordance with the Transfer Contract.

–12– LETTER FROM THE BOARD

III. FINANCIAL IMPACT OF ENTERING INTO TRANSFER CONTRACT

If the Disposal is completed, it is expected to record a gain of approximately RMB72 million (before corporate income tax and unaudited) to the Group, the actual gain contribution is subject to the audited results. Such expected gain of approximately RMB72 million is calculated with reference to the difference between the consideration for the Sale Interest and the audited net asset value of Foshan Chanxi as at 31 December 2020, taking into account of the percentage of equity interest in Chancheng Hospital and Fosun Healthcare held by the Company. The proceeds from the Disposal will be used to replenish the Group’s working capital and repay interest-bearing debts. Upon completion of the Disposal, Foshan Chanxi will cease to be a subsidiary of the Company.

IV. REASONS FOR AND BENEFIT OF THE ENTERING INTO THE TRANSFER CONTRACT

In order to meet the development needs of Chancheng Hospital and give full play to its medical advantages and exemplary position in Southern China to serve as a demonstrative purpose to hospitals from near to far, the 69th meeting of the seventh board of directors of the Company approved and considered the construction and implementation of the “Chancheng Medical Health City Complex Project” in August 2018. Since the land parcel is for mixed use of medical and health and social welfare, as well as for second-class residential land and business and commercial use; further, given the whole land parcel underlying the land use right was unable to be divided due to the listing-for-sale bidding process, it was obtained by a special project company established (i.e. Foshan Chanxi) as the holder of such land use right, and to carry out the development of the entire project.

As the property business in respect of the commercial and residential use under the “Chancheng Medical Health City Complex Project” is irrelevant to the principal activities of the Group, notwithstanding that, the Customization Agreement was entered into between Chancheng Hospital and Foshan Chanxi in relation to certain relevant premises for the operation of medical centre for women and children, and nursing home, pursuant to which the Customized Project shall be delivered to Chancheng Hospital upon completion of the necessary filings of the inspection completion and acceptance, and the title of the Customized Project shall be transferred to Chancheng Hospital in its name by way of asset transfer, thus, for the purpose of focusing on the principal business, the Group proposed to transfer the entire equity interest of Foshan Chanxi.

The entering into the Transfer Contract will provide medical facilities to the medical centre for women and children, and nursing home, which are key expansion and development of Chancheng Hospital, and while it may further utilize its professional characteristics and advantages to meet the growing demand for high-end medical services in the Guangdong-Hong Kong-Macao Greater Bay Area, it would also be beneficial to the Group in focusing on its principal activities.

The Directors (including the independent non-executive Directors) consider that the relevant terms of the Transfer Contact are on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

–13– LETTER FROM THE BOARD

Mr. Chen Qiyu, Mr. Yao Fang, Mr. Xu Xiaoliang, Mr. Gong Ping, Mr. Pan Donghui and Mr. Zhang Houlin, being Directors, abstained from voting on the resolution of the Board in respect of the entering into of the Transfer Contract, while the 5 remaining Directors (including 4 independent non-executive Directors) participated in the voting and approved the resolution unanimously.

V. INFORMATION OF THE GROUP AND PARTIES TO THE TRANSACTIONS

The Group

The Group is a leading healthcare group in the PRC and primarily engaged in business segments including pharmaceutical manufacturing, medical devices and medical diagnosis, healthcare services as well as pharmaceutical distribution and retail.

Chancheng Hospital

Chancheng Hospital is a company incorporated in the PRC with limited liability and a subsidiary of the Company. Chancheng Hospital is mainly engaged in, among others, operation of general hospitals and investment in the healthcare industry and related fields (healthcare, medical education).

Fosun Healthcare

Fosun Healthcare is a company incorporated in the PRC with limited liability, and a subsidiary of the Company, which is mainly engaged in the investment in medical and healthcare industry and its related areas, including the pharmaceutical and healthcare industry and pharmaceutical and educational industry, performance of the hospital management as entrusted by medical and healthcare institutions and provision of hospital management consultancy (except brokerage).

Yuyuan

Yuyuan is a group company listed on the Shanghai Stock Exchange. The principal businesses of Yuyuan comprise of culture commerce and smart retail, jewellery and fashion, cultural food and beverage, Chinese fashion watches, beauty and health, and real estates with composite functions.

Foshan Chanxi

Foshan Chanxi is a company established in the PRC with limited liability and as at the Latest Practicable Date, Chancheng Hospital and Fosun Healthcare, subsidiaries of the Company, hold 60% and 40% equity interests in it, respectively, which is a project company established for developing the “Chancheng Medical Health City Complex Project”.

–14– LETTER FROM THE BOARD

The audited net profit (before and after taxation) of Foshan Chanxi for the two financial years ending 31 December 2019 and 31 December 2020 is as follows.

Unit: RMB million

Year ended Year ended 31 December 31 December 2019 2020

Net profit/(loss) (before tax) -0.86 -0.93 Net profit/(loss) (after tax) -0.71 -0.77

As at 31 December 2020, the audited total assets and audited net assets of Foshan Chanxi amounted to approximately RMB928.65 million and RMB98.53 million respectively.

VI. IMPLICATIONS UNDER THE HONG KONG LISTING RULES

As Yuyuan is a subsidiary of Fosun International, the controlling shareholder of the Company, therefore, Yuyuan constitutes a connected person of the Company under Chapter 14A of the Hong Kong Listing Rules. Accordingly, the transactions contemplated under the Transfer Contract constitute connected transactions of the Company under Chapter 14A of the Hong Kong Listing Rules.

Given that the relevant parties to the Transfer Contract and to Previous Connected Transactions are the same connected persons, the transactions contemplated under the Transfer Contract and the Previous Connected Transactions shall be aggregated pursuant to Rule 14A.81 of the Hong Kong Listing Rules. As the relevant percentage ratios applicable to the sum of the transactions contemplated under the Transfer Contract and the Previous Connected Transactions are more than 0.1% but less than 5%, the transactions contemplated under the Transfer Contract are subject to reporting and announcement requirements but are exempted from the independent shareholders’ approval requirement under Chapter 14A of the Hong Kong Listing Rules.

However, the transactions contemplated under the Transfer Contract are subject to the approval of the Shareholders in accordance with the relevant laws and regulations of the PRC. The Company proposes to convene a general meeting to seek the approval of the Shareholders in relation to the transactions contemplated under the Transfer Contract and to authorise the Board and its authorised person to deal with the matters relating thereto, including but not limited to execution, amendment and implementation of the Transfer Contract and the relevant agreements. Fosun High Tech, Mr. Chen Qiyu, Mr. Yao Fang and other related legal entities or individuals having interest in the relevant resolution (if any) will abstain from voting on the resolution proposed at the EGM.

–15– LETTER FROM THE BOARD

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).

VII. CLOSURE OF REGISTER OF MEMBERS

For the purpose of determining the entitlement of H Shareholders to attend and vote at the EGM, the register of members of the Company for H Shares will be closed from Monday, 24 May 2021 to Thursday, 27 May 2021, both days inclusive. In order to qualify for attending and voting at the EGM, unregistered H Shareholders should ensure that all transfer documents for H Shares together with the relevant share certificates should be lodged for registration with the Company’s Hong Kong share registrar for H Shares, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4:30 p.m. on Friday, 21 May 2021.

VIII.VOTING BY POLL

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

IX. RECOMMENDATIONS

The Board considers that the above resolution is in the interests of the Company and the Shareholders as a whole. The Board therefore recommends all Shareholders to vote in favor of the resolution proposed at the EGM as set out in the EGM notice.

X. FURTHER INFORMATION

Your attention is drawn to the appendix to this circular.

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

–16– NOTICE OF EGM

NOTICE OF THE 2021 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2021 first extraordinary general meeting (the “EGM”) of Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* (the “Company”) will be held at 1:30 p.m. on Thursday, 27 May 2021 at Shanghai Film Art Center, No. 160 Xinhua Road, Shanghai, the PRC for the purposes of considering and, if thought fit, passing (with or without modifications) the following resolution. Unless otherwise indicated, capitalised terms used herein shall have the same meanings as defined in the circular of the Company dated 6 May 2021 (the “Circular”).

ORDINARY RESOLUTION

1. To consider and approve the resolution on the entering into the Transfer Contract and the transactions contemplated thereunder.

By order of the Board Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* Wu Yifang Chairman 6 May 2021

As at the date of this notice, the executive director of the Company is Mr. Wu Yifang; the non-executive directors of the Company are Mr. Chen Qiyu, Mr. Yao Fang, Mr. Xu Xiaoliang, Mr. Gong Ping, Mr. Pan Donghui and Mr. Zhang Houlin; and the independent non-executive directors of the Company are Mr. Jiang Xian, Dr. Wong Tin Yau Kelvin, Ms. Li Ling and Mr. Tang Guliang.

Notes:

1. A holder of H Shares entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote by poll instead of him. A proxy need not be a member of the Company. If more than one proxy is so appointed, the appointment shall specify the number of H Shares in respect of which each such proxy is so appointed.

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

– EGM-1 – NOTICE OF EGM

3. For the purpose of determining the entitlement of H Shareholders to attend and vote at the EGM, the register of members of the Company for H Shares will be closed from Monday, 24 May 2021 to Thursday, 27 May 2021, both days inclusive. In order to qualify for attending and voting at the EGM, all transfer documents for H Shares together with the relevant share certificates should be lodged for registration with the Company’s Hong Kong share registrar for H Shares, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4:30 p.m. on Friday, 21 May 2021.

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

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

* for identification purposes only

– EGM-2 –