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上 海 復 星 醫 藥（ 集 團 ）股 份 有 限 公 司 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 TRANSACTION ENTERING INTO THE PURCHASE AGREEMENT REGARDING THE ACQUISITION OF INTEREST IN A SUBSIDIARY

THE PURCHASE AGREEMENT

The Board announces that, on 9 June 2021, the Buyer, a subsidiary of the Company, and the Seller entered into the Purchase Agreement, pursuant to which the Seller agreed to sell and the Buyer agreed to purchase the Sale Interest in NOVA held by the Seller at the purchase price of US$7.32 million. Upon completion of the transaction under the Purchase Agreement, NOVA will become a wholly-owned subsidiary of the Company.

HONG KONG LISTING RULES IMPLICATIONS

As the Seller is a subsidiary of , the controlling shareholder of the Company, the Seller constitutes an associate of the Fosun International and a connected person of the Company pursuant to Chapter 14A of the Hong Kong Listing Rules. Therefore, the transaction contemplated under the Purchase Agreement constitutes a connected transaction of the Company under Chapter 14A of the Hong Kong Listing Rules. Further, as the parties to the Previous Connected Transaction and the Seller are the same connected person of the Company, the transaction contemplated under the Purchase Agreement 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 transaction contemplated under the Purchase Agreement and the Previous Connected Transactions are more than 0.1% but less than 5%, the transaction contemplated under the Purchase Agreement is subject to reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under Chapter 14A of the Hong Kong Listing Rules.

– 1 – THE PURCHASE AGREEMENT

The Board announces that, on 9 June 2021, the Buyer, a subsidiary of the Company, and the Seller entered into the Purchase Agreement, pursuant to which the Seller agreed to sell and the Buyer agreed to purchase the Sale Interest in NOVA held by the Seller at the purchase price of US$7.32 million. Upon completion of the transaction under the Purchase Agreement, NOVA will become a wholly-owned subsidiary of the Company. The principal terms of the Purchase Agreement are summarised below:

Date

9 June 2021

Parties

(1) USA Inc., as the Buyer; and

(2) Fosun Healthcare US LLC, as the Seller.

Asset to be acquired

Under the Purchase Agreement, the Seller has agreed to sell, and the Buyer has agreed to purchase, the Sale Interest subject to the terms and conditions of the Purchase Agreement.

Consideration and payment

The consideration for the Sale Interest is US$7.32 million, which was determined between the parties through arm’s-length negotiation based on the enterprise value of NOVA that was determined according to the pipeline products and the stage of such pipeline products of Novelstar, a subsidiary of NOVA, as well as the preliminary investment made by the Buyer and Seller. Such consideration shall be payable by wire transfer of immediately available funds to an account designated by the Seller, and will be financed by the internal resources of the Buyer.

Conditions precedent

The completion of the transaction contemplated under the Purchase Agreement is subject to certain conditions precedent, among others, the Buyer shall have obtained the necessary prior approval or filed for the registration from the National Development and Reform Commission, Ministry of Commerce and/or other governmental authorities for the acquisition of Sale Interest.

– 2 – Completion

The closing of transaction contemplated under the Purchase Agreement shall take place within 20 days after the conditions precedent as provided in the Purchase Agreement have been satisfied or waived.

INFORMATION ON THE GROUP AND THE BUYER

The Group is a leading healthcare group in the PRC and is mainly engaged in pharmaceutical manufacturing, medical devices and medical diagnosis, healthcare services as well as pharmaceutical distribution and .

The Buyer is a company incorporated in the United States, and a subsidiary of the Company, which is mainly engaged in pharmaceutical manufacturing, development, production, marketing, sales and distribution.

INFORMATION ON FOSUN INTERNATIONAL AND THE SELLER

Fosun International is a company incorporated in Hong Kong, the controlling shareholder of the Company, and is an innovation-driven consumer group with mission to provide high-quality products and services for families around the world in health, happiness, wealth and intelligent manufacturing segments.

The Seller is a company incorporated in the United States, and a subsidiary of Fosun International, which is mainly engaged in investment.

INFORMATION ON NOVA

NOVA is a company incorporated in the United States, and is mainly engaged in, through its subsidiary Novelstar, the research and development of competitive generic drugs and improved formulation new drugs. As at the date of this announcement, approximately US$6.74 million and approximately US$6.47 million were cumulatively made by the Buyer and Seller, respectively, to NOVA.

As at 31 December 2020, the unaudited total assets of NOVA was approximately US$13.21 million.

– 3 – Set out below is the unaudited financial information of NOVA for the two financial years ended 31 December 2019 and 31 December 2020:

For the year For the year ended ended 31 December 31 December 2019 2020 (US$’000) (US$’000)

Revenue 0 0 Profit before tax –4.2 –0.4 Profit after tax –4.2 –0.4

As the Seller was one of the shareholders who set up NOVA and did not acquire the interest in NOVA from a third party, there was no original acquisition cost for the Sale Interest.

REASONS FOR THE AND BENEFITS OF THE TRANSACTION

Taking into account the principal of NOVA, the Company proposes to increase its interest in NOVA from 51% to 100% by entering into the Purchase Agreement. Upon the completion of the Purchase Agreement, NOVA will become a wholly-owned subsidiary of the Company.

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

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

HONG KONG LISTING RULES IMPLICATIONS

As the Seller is a subsidiary of Fosun International, the controlling shareholder of the Company, the Seller constitutes an associate of the Fosun International and a connected person of the Company pursuant to Chapter 14A of the Hong Kong Listing Rules. Therefore, the transaction contemplated under the Purchase Agreement constitutes a connected transaction of the Company under Chapter 14A of the Hong Kong Listing Rules. Further, as the parties to the Previous Connected Transaction and the Seller are the same connected person of the Company, the transaction contemplated under the Purchase Agreement and the Previous Connected Transactions shall be

– 4 – aggregated pursuant to Rule 14A.81 of the Hong Kong Listing Rules. As the relevant percentage ratios applicable to the sum of the transaction contemplated under the Purchase Agreement and the Previous Connected Transactions are more than 0.1% but less than 5%, the transaction contemplated under the Purchase Agreement is subject to reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under Chapter 14A of the Hong Kong Listing Rules.

DEFINITIONS

In this announcement, the following expressions have the following meaning unless the context otherwise specifies:

‘‘AShare(s)’’ the domestic Share(s) of the Company with a nominal value of RMB1 each, which are listed on the and traded in RMB

‘‘associate’’ has the meaning ascribed to it under the Hong Kong Listing Rules

‘‘Board’’ the board of Directors

‘‘Buyer’’ Fosun Pharma USA Inc., a company incorporated in the United States and a subsidiary 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 for- profit medical institution established as approved 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), a subsidiary of the Company

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

‘‘connected person(s)’’ has the meaning ascribed to it under the Hong Kong Listing Rules

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

– 5 – ‘‘Equity Transfer Agreement’’ an 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

‘‘Fosun Healthcare’’ Shanghai Fosun Health Technology (Group) Co., Ltd.* (上海復星健康科技(集團)有限公司) (formerly known as Shanghai Fosun Healthcare (Group) Co., Ltd.* (上海復星醫療(集團)有限公司)), a company established in the PRC with limited liability and a subsidiary of the Company

‘‘FosunHighTech’’ 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

‘‘Fosun International’’ Fosun International Limited (復星國際有限公司), an indirect subsidiary of Fosun International Holdings Ltd. and a controlling shareholder of the Company, whose shares are listed on the Hong Kong Stock Exchange (stock code: 00656)

‘‘Foshan JV Contract’’ the joint venture contract dated 10 November 2020 and entered into between Chancheng Hospital and Xingshuangjian Investment

‘‘Group’’ the Company and its subsidiaries

‘‘Hainan JV Agreements’’ 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)

‘‘HShare(s)’’ the overseas listed share(s) of the Company with a nominalvalueofRMB1each,whicharelistedonthe Hong Kong Stock Exchange and traded in Hong Kong dollars

‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China

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

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

‘‘Nanfeng JV Contract’’ the joint venture contract dated 31 May 2021 entered into between Chancheng Hospital and Shanghai Xingmai Information Technology Co., Ltd.* (上海杏 脈信息科技有限公司)inrelationtotheformationof Fosun Nanfeng (Shenzhen) Medical Technology Co., Ltd.* (復星南風(深圳)醫療技術有限公司)

‘‘Nanjing Partnership the limited partnership agreement dated 23 October Agreement’’ 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))

‘‘NOVA’’ NOVA JV (US) LLC, a company incorporated in the United States with limited liability, which is owned as to 51% and 49% by the Buyer and the Seller, respectively, as at the date of this announcement

‘‘Novelstar’’ Novelstar Pharmaceuticals INC., a company incorporated in the United States with limited liability and a subsidiary of NOVA

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

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

– 7 – ‘‘Purchase Agreement’’ the membership interest purchase agreement dated 9 June 2021 entered into between the Buyer and the Seller in relation to the acquisition of Sale Interest

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

‘‘Sale Interest’’ the 49% interest in NOVA held by the Seller

‘‘Seller’’ Fosun Healthcare US LLC, a company incorporated in the United States, and a subsidiary of Fosun International

‘‘SFHIH’’ Shanghai Fosun Health Industry 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 the Share(s)

‘‘Share(s)’’ A Share(s) and H Share(s)

‘‘Shenzhen Fosun Health a capital increase agreement dated 17 September 2020 Capital Increase entered into between the Company, Fosun Healthcare, Agreement’’ 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’’ 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 Real Estate Development Co., Ltd.* (佛山禪曦房地產開發 有限公司) and Shanghai (Group) Co., Ltd.

‘‘United States’’ the United States of America

‘‘US$’’ or ‘‘US dollar’’ United States dollar, the lawful currency of the United States

– 8 – ‘‘Xingjian Ruiying the limited partnership agreement dated 28 December Partnership 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 Investment Co., Ltd.* (寧波復 瀛投資有限公司), Fosun High Tech and other investors

‘‘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

‘‘Zhuorui Outpatient Capital a 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

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

Shanghai, the PRC 9 June 2021

As at the date of this announcement, 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.

* for identification purposes only

– 9 –