上海復星醫藥(集團)股份有限公司 Shanghai Fosun Pharmaceutical

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Shanghai Fosun Pharmaceutical (Group) Co., Ltd.*, you should at once hand this circular, together with the enclosed form of proxy and reply slip, to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s). 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 2017 BOARD REPORT 2017 SUPERVISORY COMMITTEE REPORT 2017 FINAL ACCOUNTS REPORT 2017 PROFIT DISTRIBUTION PROPOSAL 2017 RE-APPOINTMENT OF AUDITORS RPT/CT REPORT APPRAISAL RESULTS APPRAISAL PROGRAM ENTRUSTED LOAN/BORROWING QUOTA TOTAL BANK CREDIT APPLICATIONS AUTHORIZATION TO DISPOSE OF LISTED SECURITIES EXTERNAL GUARANTEES GRANT OF GENERAL MANDATE TO ISSUE A SHARES AND/OR H SHARES ELECTION OF NON-EXECUTIVE DIRECTORS AND NOTICE OF AGM

A letter from the Board is set out on pages 4 to 11 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 27 June 2018 (Wednesday) at 1:30 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. 7 June 2018 (Thursday) 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

9 May 2018 CONTENTS

Page

Definitions ...... 1

Letter from the Board ...... 4

Appendix I – Board Report 2017...... I-1

Appendix II – Supervisory Committee Report 2017...... II-1

Appendix III – Final Accounts Report 2017...... III-1

Appendix IV – RPT/CT 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 – External Guarantees ...... IX-1

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

Appendix XI – Election of Non-executive Directors ...... XI-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 Wednesday, 27 June 2018 at 1:30 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

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

“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

“CSRC” China Securities Regulatory Commission

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

“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

–1– DEFINITIONS

“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 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

“Gland Pharma” Gland Pharma Limited, a limited liability company incorporated in India, and a subsidiary of the Company

“General Mandate to Issue the general mandate to allot, issue or otherwise deal with A 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

“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

“Latest Practicable Date” 30 April 2018, being the latest practicable date prior to the printing of this circular of ascertaining certain information herein

–2– DEFINITIONS

“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 9 May 2018 set out on pages N-1 to N-5 of this circular

“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 2017

“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 Stock Exchange” or the Shanghai Stock Exchange “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)

“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

“%” percent

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

9 May 2018

To the Shareholders

Dear Sir or Madam,

–4– 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 2017 (the “Annual Report 2017”);

(2) the work report of the Board of the Company for the year 2017 (the “Board Report 2017”);

(3) the work report of the Supervisory Committee of the Company for the year 2017 (the “Supervisory Committee Report 2017”);

(4) the final accounts report of the Group for the year 2017 (the “Final Accounts Report 2017”);

(5) the annual profit distribution proposal of the Company for the year 2017 (the “Profit Distribution Proposal 2017”);

(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 2018 and re-appointment of Ernst & Young as international financial report auditors of the Company for the year 2018 and the passing of remuneration packages for the PRC and international auditors for the year 2017 (the “Re-appointment of Auditors”);

(7) the estimated ongoing related party/connected transactions for 2018 of the Group (the “RPT/CT Report”);

(8) the appraisal results and remunerations of executive Directors for 2017 (the “Appraisal Results”);

(9) the appraisal program of executive Directors for 2018 (the “Appraisal Program”);

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

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

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

–5– LETTER FROM THE BOARD

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

(14) 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”).

(15) the resolution on election of non-executive directors (“Election of Non-executive Directors”)

Details of the Resolutions

(1) Annual Report 2017

An ordinary resolution will be proposed at the AGM to pass the Annual Report 2017. The annual report 2017 (for H Shares) is set out in the website of Hong Kong Stock Exchange (http://www.hkexnews.hk).

(2) Board Report 2017

An ordinary resolution will be proposed at the AGM to pass the work report of the Board for the year 2017. Full text of the Board Report 2017 to be passed is set out in Appendix I to this circular.

(3) Supervisory Committee Report 2017

An ordinary resolution will be proposed at the AGM to pass the work report of the Supervisory Committee for the year 2017. Full text of the Supervisory Committee Report 2017 to be passed is set out in Appendix II to this circular.

(4) Final Accounts Report 2017

An ordinary resolution will be proposed at the AGM to pass the final accounts report of the Group for the year 2017. Full text of the Final Accounts Report 2017 to be passed is set out in Appendix III to this circular.

(5) Profit Distribution Proposal 2017

An ordinary resolution will be proposed at the AGM to pass the profit distribution proposal of the Company for the year 2017. The Profit Distribution Proposal 2017 to be passed is set out as follows:

Pursuant to the Articles and other relevant rules, the Board has proposed the payment of a final dividend of RMB0.38 per Share (including tax) from undistributed profit of the Company to all Shareholders.

–6– LETTER FROM THE BOARD

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.

(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 2018 and re-appointment of Ernst & Young as international financial report auditors of the Company for the year 2018 and the passing of remuneration packages for the year 2017. The remuneration packages for PRC and international auditors for the year 2017 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 2017 amounted to RMB2.65 million and RMB0.65 million, respectively, and the remuneration paid to Ernst & Young for providing international financial report auditing services for the Company for the year 2017 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/CT Report

An ordinary resolution will be proposed at the AGM to pass the Group’s estimated ongoing related party/connected transactions for 2018. Full text of the RPT/CT 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 for 2017. Full text of the Appraisal Results to be passed is set out in Appendix V to this circular.

–7– LETTER FROM THE BOARD

(9) Appraisal Program

An ordinary resolution will be proposed at the AGM to pass the appraisal program of executive Directors for 2018. The Appraisal Program to be passed is set out as follows:

In 2018, the appraisal to the executive Directors is mainly based on the 5-year strategic plan and the work focus in 2018, 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 2018, 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.

(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. 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 Company. 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) External Guarantees

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

–8– LETTER FROM THE BOARD

(14) 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 from the date of approval at the AGM to the earlier of: (i) the date of the 2018 annual general meeting of the Company; or (ii) the date of cancelling the resolution passed at any general meeting of the Company or the date of changing the authorization as suggested in the Proposal.

The Board shall comply with the Hong Kong Listing Rules, the Articles 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 AGM.

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 X to this circular.

(15) Election of Non-executive Directors

As disclosed in the announcement of the Company dated 26 March, 2018, the Board proposed the appointment of Ms. Mu Haining and Mr. Zhang Xueqing as non-executive Directors of the seventh session of the Board. The appointment shall be subject to the shareholders’ approval at the general meeting. Therefore, the board of directors determined to propose an ordinary resolution at the AGM to elect Ms. Mu Haining and Mr. Zhang Xueqing as non-executive Directors. Full text of the Election of Non-executive Directors to be passed is set out in Appendix XI to this circular.

–9– 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 Wednesday, 27 June 2018 at 1:30 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, 28 May 2018 to Wednesday, 27 June 2018, 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, 25 May 2018.

Pursuant to the Articles, 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 Thursday, 7 June 2018 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.

–10– 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

–11– APPENDIX I BOARD REPORT 2017

Principal work of the Board for the year ended 31 December 2017 is set out as follows:

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

In 2017, amidst the situation that was full of challenges and uncertainties in the economies of the world and the PRC, there was ongoing further reform of the medical system in the PRC. The pharmaceutical manufacturing industry resumed growth at a slower pace, and the medical technology and medical services continued to benefit from the policies with opportunities for rapid development. 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 as well as international development, actively promoted the strategies of organic growth, external expansion and integrated development, thereby maintaining the balanced growth of its principal businesses.

During the Reporting Period, the revenue of the Group increased by 26.69% as compared to 2016 to RMB18,533.5554 million, and excluding the impacts of contributions from the new acquisitions of enterprises in 2017 and the acquisitions of enterprises in 2016 for comparison purpose, revenue would have increased by 20.26% on the same basis as compared to 2016. The revenue from pharmaceutical manufacturing and research and development (R&D) segment of the Group amounted to RMB13,195.4717 million, representing an increase of 28.62% as compared to 2016, and 22.35% on the same basis as compared to 2016. The revenue from healthcare service business amounted to RMB2,088.4703 million, representing an increase of 24.49% as compared to 2016, and 14.95% on the same basis as compared to 2016.

During the Reporting Period, the Group recorded revenue of RMB15,182.7713 million in Mainland China, representing an increase of 21.40% as compared to 2016. The Group recorded revenue of RMB3,350.7841 million in foreign countries or regions, representing an increase of 57.88% as compared to 2016. The proportion of the Group’s overseas revenue was 18.08%, representing an increase of 3.51 percentage points as compared to 2016. Excluding the impacts of the new acquisitions of enterprises in 2017 and the acquisitions of enterprises in 2016 for comparison purpose and other factors, the Group recorded revenue of RMB2,580.6223 million in foreign countries or regions, representing an increase of 21.59% as compared to 2016, on the same basis, accounting for 14.88% of our revenue, representing an increase of 0.16 percentage points as compared to 2016.

During the Reporting Period, the Group recorded total profit of RMB4,061.7165 million and net profit attributable to shareholders of the Company of RMB3,124.4995 million, representing an increase of 13.72% and 11.36%, respectively, as compared to 2016. The increase in each of the total profit and net profit attributable to shareholders of the Company was mainly due to the steady growth maintained by businesses of the Group, the further optimized sales structure, the construction of the marketing system and the emergence of

Note: The disclosure of financial information of the Board Report for 2017 is based on the China Accounting Standards for Business Enterprises.

– I-1 – APPENDIX I BOARD REPORT 2017 effects arising from supply chain integration and the steady growth in Sinopharm, an associated company. In 2017, the Group’s operating profit (Operating profit = revenue – cost of sales – taxes and surcharges – selling expenses – management fees – finance costs) increased by 19.87% as compared to 2016, due to the losses in previous investment phase in newly established joint ventures or associates such as Fosun Kite Biotechnology Co., Ltd. and operating losses from other projects at early stage, as such profit from controlling companies was merely 0.63% higher than that of 2016.

During the Reporting Period, the net profit (after extraordinary gain or loss) of the Group continued to increase. The net profit (after extraordinary gain or loss) attributable to Shareholders of the Company amounted to RMB2,345.9091 million in 2017, representing an increase of 12.10% as compared to 2016.

During the Reporting Period, net cash flow from operating activities of the Group continued to rise, increasing to RMB2,580.2258 million in 2017, representing an increase of 22.28% as compared to 2016. The profitability and operational quality of the Group were further enhanced.

During the Reporting Period, the Group continued to increase its R&D investment. The total R&D investment amounted to RMB1,529.2917 million, representing an increase of RMB423.1739 million or 38.26% as compared to 2016. In particular, the R&D expenses amounted to RMB1,026.5379 million, representing an increase of RMB311.7888 million or 43.62% as compared to 2016. The R&D investment in the pharmaceutical manufacturing segment amounted to RMB1,275.1086 million, representing an increase of RMB311.9688 million or 32.39% as compared to 2016, representing 9.7% of the revenue of the pharmaceutical manufacturing segment. In particular, R&D expenses amounted to RMB798.9780 million, representing an increase of RMB227.2068 million or 39.74% as compared to 2016, representing 6.1% of the revenue of the pharmaceutical manufacturing segment. Apart from the newly acquired Gland Pharma, the Group had 171 pipeline drugs, generic drugs, biosimilars and consistency evaluation projects (including 10 small molecular innovative drugs, 8 biopharmaceutical innovative drugs, 14 biosimilars, 98 generic drugs with international standards, 39 consistency evaluation projects and 2 traditional Chinese medicine drugs). During the Reporting Period, research on monoclonal antibody products further accelerated. As at the end of the Reporting Period, the Group obtained approval for clinical trial for a total of 6 monoclonal antibody product types (including 1 biopharmaceutical innovative drug) and 11 indications obtained approval for clinical trial in the mainland China. Another 3 monoclonal antibody items obtained approval for clinical trial both in the United States and Taiwan. Apart from Gland Pharma, a total of 84 patents had been applied for in the pharmaceutical manufacturing and R&D segment of the Group, including 13 U.S. patent applications, 1 Japanese patent application, 2 European patent applications and 10 PCT applications, and 25 licensed patents had been obtained, all of which are invention patents.

– I-2 – APPENDIX I BOARD REPORT 2017

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

In 2017, the seventh session 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 seventh session of the Board has convened 30 meetings during the Reporting Period, details of which are as follows:

1. The Company convened the 20th meeting (a special meeting) of the seventh session of the Board on 3 January 2017 to consider and approve the resolution in relation to the Election of the Co-chairman.

2. The Company convened the 21st meeting (a special meeting) of the seventh session of the Board on 10 January 2017 to consider and approve the resolution in relation to the Co-investment with KP EU C.V. to Establish Fosun Pharma Kite Biotechnology Co., Ltd..

3. The Company convened the 22nd meeting (a special meeting) of the seventh session of the Board on 12 January 2017 to consider and approve the resolution in relation to the Phrase III Release of Lock-up for Restricted A Shares as Stipulated in the Incentive Scheme for Restricted Shares of Shanghai Fosun Pharmaceutical (Group) Co., Ltd. (revised draft).

4. The Company convened the 23rd meeting (a special meeting) of the seventh session of the Board on 15 January 2017 to consider and approve the resolution in relation to Employing Vice President of the Company.

5. The Company convened the 24th meeting (a special meeting) of the seventh session of the Board on 25 January 2017 to consider and approve the resolutions in relation to Investment to Establish Sinopharm Medical Management (Shanghai) Co., Ltd. and Investment into Goldcup 14112AB.

6. The Company convened the 25th meeting (a special meeting) of the seventh session of the Board on 24 February 2017 to consider and approve the resolution in relation to Revise of Articles of Association.

7. The Company convened the 26th meeting (a special meeting) of the seventh session of the Board on 1 March 2017 to consider and approve the resolution in relation to Investment and Construction of Raw Material Drug Engineering Technology Centers, Pilot Test Bases, and Pre-Construction Projects of Industrialized Base.

– I-3 – APPENDIX I BOARD REPORT 2017

8. The Company convened the 27th meeting (a regular meeting) of the seventh session of the Board on 28 March 2017 to consider and approve the 2016 Annual Report of the Group, 2016 Annual Report of the Board, 2016 Annual Report on Work of President, 2016 Annual Final Accounts Report of the Group, 2016 Annual Scheme on Profit Distribution of the Company, 2016 Special Report on Deposit and Actual Use of the Raised Fund, the resolution in relation to Renewal of Accounting Firm in 2017 and Expenses on Accounting Firm in 2016, the Report on Daily Related/Connected Businesses in 2016 of the Group and the resolution in relation to Predicted Daily Related/Connected Businesses in 2017, the resolution in relation to Evaluation Results and Salary of the Executive Directors and Senior Managers of the Company in 2016, the resolution in relation to Evaluation Scheme of the Executive Directors and Senior Managers of the Company in 2017, the Report on Internal Control and Evaluation of 2016, the Summary of Internal Audit of 2016 and the resolution in relation to Internal Audit Work Plan of 2017, the resolution in relation to Extension and Increase of Quota for Entrusted Loans/Debts by the Group in 2017, the resolution in relation to Extension and Increase of Quota of Providing Guarantee to Foreign Parties by the Group in 2017, the resolution in relation to Application of Total Volume of Banking Credit by the Company in 2017, the resolution in relation to Authorizing the Management for Disposal of Listed Shares Held by the Management, 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 of the Company, the resolution in relation to the Capital Increase into Fosun Industrial Co., Limited (a wholly-owned subsidiary of the Company), the resolution in relation to Submitting to the General Meeting to Authorize Issuance of Interbank Market Debt Financing Instruments, the 2016 Report on Social Responsibility of Enterprise of Shanghai Fosun Pharmaceutical (Group) Co., Ltd., and the resolution in relation to Convening of 2016 Annual General Meeting (AGM) of the Company.

9. The Company convened the 28th meeting (a special meeting) of the seventh session of the Board on 31 March 2017 to consider and approve the resolution in relation to the Proposed Corporate Bond Issuance, the resolution on Submitting to General Meeting to Authorize Board (or persons authorized) to Handle Affairs Related to the Registration and Issuance of Corporate Bonds with Full Power, the resolution on the Share Option Incentive Scheme of Shanghai Henlius Biological Technology Co., Ltd., the resolution in relation to Revise of Connected Transaction System of Shanghai Fosun Pharmaceutical Group Co., Ltd., the resolution in relation to Revising the Independent Director System of Shanghai Fosun Pharmaceutical Group Co., Ltd. and Changing its Name to the Independent Non-executive Director System of Shanghai Fosun Pharmaceutical Group Co., Ltd., the resolution in relation to Revising the Independent Director Annual Report Work System of Shanghai Fosun Pharmaceutical Group Co., Ltd. and Changing its Name to the Independent

– I-4 – APPENDIX I BOARD REPORT 2017

Non-executive Directors Annual Report Work System of Shanghai Fosun Pharmaceutical Group Co., Ltd., the resolution in relation to Revising the Audit Committee of the Board Annual Report Work Procedures of Shanghai Fosun Pharmaceutical Group Co., Ltd., the resolution in relation to Revising the Secretary of the Board Work System of Shanghai Fosun Pharmaceutical Group Co., Ltd. and the resolution in relation to Revising the President’s Working Rules of Shanghai Fosun Pharmaceutical Group Co., Ltd..

10. The Company convened the 29th meeting (a special meeting) of the seventh session of the Board on 18 April 2017 to consider and approve the resolution in relation to the Compliance with Conditions for the Public Issuance of Corporate Bonds of the Company, the resolution in relation to the Public Issuance Plan of Corporate Bonds by the Company and the resolution on Submitting to General Meeting to Authorize Board (or persons authorized) to Handle Affairs Related to the Public Issuance of Corporate Bonds with Full Power.

11. The Company convened the 30th meeting (a special meeting) of the seventh session of the Board on 24 April 2017 to consider and approve the resolution in relation to Extending the Termination Date of the Acquisition of the Equity of Gland Pharma.

12. The Company convened the 31th meeting (a regular meeting) of the seventh session of the Board on 27 April 2017 to consider and approve 2017 First Quarterly Report of the Group, the resolution in relation to Organization Restructuring and the resolution in relation to Participating in the Establishment of Fosun Health Finance Leasing (Shanghai) Co., Ltd..

13. The Company convened the 32th meeting (a special meeting) of the seventh session of the Board on 25 May 2017 to consider and approve the resolution in relation to Revise of Articles of Association.

14. The Company convened the 33th meeting (a special meeting) of the seventh session of the Board on 12 June 2017 to consider and approve the resolution in relation to Capital Increase into Shanghai Fosun Hospital Investment (Group) Co., Ltd..

15. The Company convened the 34th meeting (a special meeting) of the seventh session of the Board on 6 July 2017 to consider and approve the resolution in relation to Investing to Establishing Technology Innovation Incubation Platforms.

16. The Company convened the 35th meeting (a special meeting) of the seventh session of the Board on 21 July 2017 to consider and approve the resolution in relation to Revising the Information Disclosure System of Shanghai Fosun

– I-5 – APPENDIX I BOARD REPORT 2017

Pharmaceutical Group Co., Ltd.*, the resolution in relation to Revising the Insiders Management System of Shanghai Fosun Pharmaceutical Group Co., Ltd.*, the resolution in relation to Revising the External Information Reporting and Usage Management System of Shanghai Fosun Pharmaceutical Group Co., Ltd.* and the resolution on the Adjustment of Senior Management.

17. The Company convened the 36th meeting (a special meeting) of the seventh session of the Board on 27 July 2017 to consider and approve the resolution in relation to Extending the Termination Date of the Acquisition of the Equity of Gland Pharma for the Second Time.

18. The Company convened the 37th meeting (a regular meeting) of the seventh session of the Board on 29 August 2017 to consider and approve the Semi-annual Report of the Group of 2017, the Semi-annual Report on Internal Control and Self Evaluation of 2017, the Special Semi-annual Report on Deposit and Actual Use of Raised Fund of 2017 and the resolution on the Acquisition of the Equity of Shanghai Sinomedcare Biological & Technology Co. Ltd.*.

19. The Company convened the 38th meeting (a special meeting) of the seventh session of the Board on 6 September 2017 to consider and approve the resolution on the Signing of the License Agreement with Palatin Technologies, Inc.

20. The Company convened the 39th meeting (a special meeting) of the seventh session of the Board on 15 September 2017 to consider and approve the resolution in relation to Adjusting the Plan of the Acquisition of the Equity of Gland Pharma.

21. The Company convened the 40th meeting (a special meeting) of the seventh session of the Board on 25 September 2017 to consider and approve the resolution in relation to Scheme of Newly Issued H-share.

22. The Company convened the 41th meeting (a special meeting) of the seventh session of the Board on 29 September 2017 to consider and approve the Mid and Long Term Strategy from 2017 to 2021.

23. The Company convened the 42th meeting (a special meeting) of the seventh session of the Board on 27 October 2017 to consider and approve the resolution in relation to the Investment into Tridem Pharma S.A.S.

24. The Company convened the 43th meeting (a regular meeting) of the seventh session of the Board on 30 October 2017 to consider and approve the Third Quarterly Report of 2017 of the Group, the resolution in relation to Employing Senior Management, the resolution in relation to Organization Restructuring,

– I-6 – APPENDIX I BOARD REPORT 2017

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.

25. The Company convened the 44th meeting (a special meeting) of the seventh session of the Board on 2 November 2017 to consider and approve the resolution in relation to Transferring Stocks of Henlix Biotech Co., Ltd..

26. The Company convened the 45th meeting (a special meeting) of the seventh session of the Board on 12 November 2017 to consider and approve the resolution in relation to Investment into Shenzhen Hangsheng Hospital.

27. The Company convened the 46th meeting (a special meeting) of the seventh session of the Board on 20 November 2017 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. (revised draft).

28. The Company convened the 47th meeting (a special meeting) of the seventh session of the Board on 30 November 2017 to consider and approve the resolution in relation to Adjusting Part of Predicted Daily Related/Connected Businesses in 2017.

29. The Company convened the 48th meeting (a special meeting) of the seventh session of the Board on 11 December 2017 to consider and approve the resolution in relation to the Signing of the License Agreement with Ardelyx, Inc..

30. The Company convened the 49th meeting (a special meeting) of the seventh session of the Board on 20 December 2017 to consider and approve the resolution in relation to Participating in Investing to Establish Shanghai Zhuorui Integrated Outpatient Limited Company, the resolution in relation to the Increase of Daily Related Businesses and the resolution in relation to the Increase in Capital and Shares of Shanghai Henlius Biotech Co., Ltd..

(II) During the Reporting Period, the Board committees under the seventh session 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 seventh session of the Board held 10 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.

– I-7 – APPENDIX I BOARD REPORT 2017

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

3. During the Reporting Period, the Remuneration and Appraisal Committee of the seventh session of the Board held 5 meetings, during which it considered the matters in relation to the Phrase III release of lock-up for restricted A shares under the Phrase I Incentive Scheme, the 2016 appraisal results and remuneration and 2017 appraisal plan for the executive directors/senior management of the Company, resolution of Share Option Incentive Scheme of Shanghai Henlius Biotech Co., Ltd., repurchase and cancel of partial restricted A shares remaining in lock-up; 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 2017-2021; and earnestly performed the duties of the Strategic Committee.

(III) During the Reporting Period, the Board also convened 1 annual general meeting pursuant to the Articles of Association.

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 of CSRC, 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 2017. 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 2018, 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-8 – APPENDIX II SUPERVISORY COMMITTEE REPORT 2017

Principal work of the Supervisory Committee for the year ended 31 December 2017 is set out as follows:

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

In 2017, the seventh session 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 seventh session of the Supervisory Committee of the Company attended and participated in the discussion of the Board, and also held 6 Supervisory Committee’s meetings in 2017, and details are as follows:

1. On 12 January 2017, the Company convened the 1st meeting of the seventh session of the Supervisory Committee in 2017 (a special meeting) to consider and approve the resolution in relation to the Phrase III Release of Lock-up for Restricted A Shares as Stipulated in the Incentive Scheme for Restricted Shares of Shanghai Fosun Pharmaceutical (Group) Co., Ltd. (revised draft).

2. On 28 March 2017, the Company convened the 2nd meeting of the seventh session of the Supervisory Committee in 2017 (a regular meeting) to consider and approve the Group’s 2016 Annual Report, the Work Report of the Supervisory Committee for 2016, the Special Report of the Placement and Actual Use of the Proceeds in 2016 and the 2016 Internal Control Self-assessment Report.

3. On 27 April 2017, the Company convened the 3rd meeting of the seventh session of the Supervisory Committee in 2017 (a regular meeting) to consider and approve the 2017 First Quarterly Report of the Group.

4. On 29 August 2017, the Company convened the 4th meeting of the seventh session of the Supervisory Committee in 2017 (a regular meeting) to consider and approve the resolution in relation to Semi-annual Report of the Group of 2017, the Semi-annual Report on Internal Control and Self Evaluation of 2017 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 2017.

5. On 30 October 2017, the Company convened the 5th meeting of the seventh session of the Supervisory Committee in 2017 (a regular meeting) to consider and approve the 2017 Third Quarterly Report of the Group.

6. On 20 November 2017, the Company convened the 6th meeting of the seventh session of the Supervisory Committee in 2017 (a special meeting) 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. (revised draft).

– II-1 – APPENDIX II SUPERVISORY COMMITTEE REPORT 2017

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 2017 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 some 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 2017 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-2 – APPENDIX III FINAL ACCOUNTS REPORT 2017

I. CHINA ACCOUNTING STANDARDS FOR BUSINESS ENTERPRISES

During the Reporting Period, the revenue of the Group increased by 26.69% as compared to 2016 to RMB18,533.5554 million, and excluding the impacts of contributions from the new acquisitions of enterprises in 2017 and the acquisitions of enterprises in 2016 for comparison purpose, the revenue would have increased by 20.26% on the same basis as compared to 2016. The revenue from pharmaceutical manufacturing and research and development (R&D) segment of the Group amounted to RMB13,195.4717 million, representing an increase of 28.62% as compared to 2016, and 22.35% on the same basis as compared to 2016. The revenue from healthcare service business amounted to RMB2,088.4703 million, representing an increase of 24.49% as compared to 2016, and 14.95% on the same basis as compared to 2016.

During the Reporting Period, the Group recorded revenue of RMB15,182.7713 million in Mainland China, representing an increase of 21.40% as compared to 2016. The Group recorded revenue of RMB3,350.7841 million in foreign countries or regions, representing an increase of 57.88% as compared to 2016. The proportion of the Group’s overseas revenue was 18.08%, representing an increase of 3.51 percentage points as compared to 2016. Excluding the impacts of the new acquisitions of enterprises in 2017 and the acquisitions of enterprises in 2016 for comparison purpose and other factors, the Group recorded revenue of RMB2,580.6223 million in foreign countries or regions, representing an increase of 21.59% as compared to 2016, on the same basis, accounting for 14.88% of our revenue in foreign countries or regions, representing an increase of 0.16 percentage points as compared to 2016.

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 2017, after deducting non-recurring gains and losses, were RMB2,345.9091 million, representing an increase of 12.10% as compared with that of 2016. During the Reporting Period, net cash flow from operating activities of the Group continued to rise, increasing to RMB2,580.2258 million in 2017, representing an increase of 22.28% as compared to 2016. The profitability and operational quality of the Group were further enhanced. At the same time, the Group continued to increase its R&D investment. During the Reporting Period, the total R&D investment amounted to RMB1,529.2917 million, representing an increase of RMB423.1739 million or 38.26% as compared to 2016. In particular, the R&D expenses amounted to RMB1,026.5379 million, representing an increase of RMB311.7888 million or 43.62% as compared to 2016.

– III-1 – APPENDIX III FINAL ACCOUNTS REPORT 2017

Major accounting information and financial indicators for 2017 were as follows:

Unit: Yuan Currency: RMB

Year on year Major accounting information 2017 2016 increase/decrease (%)

Revenue 18,533,555,418.42 14,628,820,443.07 26.69 Total profit 4,061,716,523.70 3,571,548,826.42 13.72 Net profit attributable to shareholders of the listed company 3,124,499,549.35 2,805,837,071.35 11.36 Net profit attributable to shareholders of the listed company, after deducting extraordinary gains and losses 2,345,909,050.39 2,092,783,003.70 12.10 Net cash flow from operating activities 2,580,225,775.68 2,110,039,265.11 22.28

Year on year 2017 2016 increase/decrease (%)

Total asset 61,971,008,797.38 43,767,787,265.95 41.59 (note 1) Owners’ equity attributable to shareholders of the listed company 25,326,868,055.50 22,190,215,546.23 14.14

Note 1: The increase in total asset is mainly due to the increase in scope of consolidation during the Reporting Period.

Year on year Major financial indicators 2017 2016 increase/decrease (%)

Basic earnings per share (RMB/share) 1.27 1.21 4.96 Diluted earnings per share (RMB/share) 1.27 1.20 5.83 Basic earnings per share, after deducting extraordinary gains and losses (RMB/share) 0.95 0.91 4.40 Decreased by 1.23 Weighted average return on equity (%) 13.02 14.25 percentage points Weighted average return on equity, after Decreased by 0.86 deducting extraordinary gains and losses (%) 9.77 10.63 percentage points Net cash flow per share from operating activities (RMB/share) 1.05 0.91 15.38

Year on year 2017 2016 increase/decrease (%)

Net asset per share attributable to shareholders of the listed company (RMB/share) 10.30 9.53 8.08

– III-2 – APPENDIX III FINAL ACCOUNTS REPORT 2017

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 2017 and 2016 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 Standards. The difference of RMB56,887,027.61 between the net assets as at 31 December 2017 and the net assets as at 31 December 2016 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(note 2). 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 Reporting Financial Position Business Enterprises Standards Year-on-year Year-on-year 2017 change 2017 change (%) (%)

Total assets 61,971,008,797.38 41.59 61,914,121,769.77 41.64 Total liabilities 32,229,554,866.18 74.05 32,229,554,866.18 74.05 Net assets 29,741,453,931.20 17.79 29,684,566,903.59 17.83 Equity attributable to shareholders of the listed Company 25,326,868,055.50 14.14 25,269,981,027.89 14.17 Increased by 9.70 Increased by 9.70 Debt-to-asset ratio 52.01 percentage points 52.06 percentage points Weighted average return Decreased by 1.23 Decreased by 1.25 on equity 13.02 percentage points 13.05 percentage points

Note 2: 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 2017

Unit: Yuan Currency: RMB

China Accounting Standards for Hong Kong Financial Reporting Operating results Business Enterprises Standards Year-on-year Year-on-year 2017 change 2017 change (%) (%)

Revenue 18,533,555,418.42 26.69 18,361,608,429.18 26.58 Total profits 4,061,716,523.70 13.72 4,061,716,523.70 13.72 Net profits 3,585,258,943.65 11.30 3,585,258,943.65 11.30 Net profit attributable to shareholders of the listed Company 3,124,499,549.35 11.36 3,124,499,549.35 11.36 Net cash flow from operating activities 2,580,225,775.68 22.28 2,580,225,775.68 22.28 Basic earnings per share (RMB/share) 1.27 4.96 1.27 4.96 Diluted earnings per share (RMB/share) 1.27 5.83 1.27 5.83

– III-4 – APPENDIX IV RPT/CT REPORT

Details of resolutions in relation to the estimates of the ongoing related party/connected transactions for 2018 of the Group are as follows:

I. ESTIMATES OF ONGOING RELATED PARTY/CONNECTED TRANSACTIONS FOR 2018

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 2018 are shown as below:

Unit: Yuan Currency: RMB

Amount Amount Type of Transaction Related Party Details of transaction incurred for estimated for 2017 2018

Procurement of raw materials Sinopharm (Note 1) Pharmaceutical 166,276,366.08 220,000,000.00 or goods from related products, raw party/connected person materials, reagents, etc. Zhejiang DIAN Diagnostics Diagnostic Products 1,323,867.46 2,000,000.00 Co., Ltd. (Note 1) C.Q. Pharmaceutical Holding Pharmaceutical 129,948.46 1,000,000.00 Co., Ltd. (Note 1) products, raw materials, reagents, etc. Gland Chemicals Pvt Ltd Raw materials, 25,473,045.25 (Note 3) 100,000,000.00 intermediates, etc. Saladax Biomedical, Inc. Diagnostic Products 1,762,226.14 3,000,000.00 Subtotal / 194,965,453.39 326,000,000.00

Lease of devices from related Fosun International (Note 1) Medical devices 0.00 60,000,000.00 party/connected person Subtotal / 0.00 60,000,000.00 Lease of products from Chindex International, Inc. Medical devices 275,150.63 1,000,000.00 related party/connected Subtotal / 275,150.63 1,000,000.00 person

Sales of raw materials or Sinopharm (Note 1) Pharmaceutical products 1,756,747,330.43 2,500,000,000.00 goods to related Zhejiang DIAN Diagnostics Diagnostic Products 39,805,238.38 60,000,000.00 party/connected person Co., Ltd. (Note 1) Chindex International, Inc. Medical devices 2,320,256.91 5,000,000.00 C.Q. Pharmaceutical Holding Pharmaceutical products 325,648,956.84 600,000,000.00 Co., Ltd. (Note 1) Fosun International Limited Pharmaceutical products 0.00 15,000,000.00 (Note 1) Shanghai LinkedCare Medical devices 2,852,242.39 5,000,000.00 Information Technology Co., Ltd. Subtotal / 2,127,374,024.95 3,185,000,000.00

– IV-1 – APPENDIX IV RPT/CT REPORT

Amount Amount Type of Transaction Related Party Details of transaction incurred for estimated for 2017 2018

Rental and property Fosun International (Note 1) Property leasing and 17,821,529.85 40,000,000.00 management receipt of property management Fosun International (Note 1) Property leasing and 11,489,704.84 30,000,000.00 provision of property management Shanghai LONZA Fosun Property leasing and 362,994.69 600,000.00 Pharmaceutical Science provision of property and Technology management Development Co., Ltd. Tong De Equity Investment Property leasing and 709,836.79 1,000,000.00 Management (Shanghai) provision of property Co., Ltd. management Sinopharm (Note 1) Property leasing 285,714.29 150,000.00 Shanghai Anbo Bio- Property leasing and 494,069.88 700,000.00 pharmaceutical Limited provision of property Liability Company management Fosun Kite Biotechnology Property leasing and 398,503.74 8,000,000.00 Co., Ltd. provision of property management Zhiguan Fosun Medical Property leasing and 62,240.35 1,500,000.00 Device Technology provision of property (Shanghai) Co., Ltd. management SHANGHAI ZHENGDA Property leasing and 0.00 6,000,000.00 BUND INT’L FINANCE provision of property CENTER REAL ESTATE management CO.,LTD. Dhananjaya Partners LLP Property leasing 51,599.52 (Note 3) 300,000.00 Sasikala Properties LLP Property leasing 26,677.87 (Note 3) 150,000.00 Subtotal / 31,702,871.82 88,400,000.00

Provision of services to Fosun International (Note 1) Provision of labor 476,020.60 1,500,000.00 related party/connected service person/ Receipt of services Shanghai LONZA Fosun Provision of labor 3,375,646.09 10,000,000.00 from related Pharmaceutical Science service party/connected person and Technology Development Co., Ltd. Tong De Equity Investment Provision of labor 40,467.41 100,000.00 Management (Shanghai) service Co., Ltd.

– IV-2 – APPENDIX IV RPT/CT REPORT

Amount Amount Type of Transaction Related Party Details of transaction incurred for estimated for 2017 2018

Shanghai Xinglian Provision of labor 3,229.91 30,000.00 Commercial Factoring Co., service Ltd. Shanghai Yixing Sports Provision of labor 1,058.12 30,000.00 Development Co., Ltd. service Healthy Harmony Holdings Provision of labor 1,684,156.27 2,000,000.00 L.P. service Sinopharm (Note 1) Provision of labor 0.00 100,000.00 service Shanghai Anbo Bio- Provision of labor 14,131.64 50,000.00 pharmaceutical Limited service Liability Company Fosun Kite Biotechnology Provision of labor 1,811,874.29 8,000,000.00 Co., Ltd. service Zhiguan Fosun Medical Provision of labor 9,608.09 500,000.00 Device Technology service (Shanghai) Co., Ltd. CMIC (Suzhou) Provision of labor 349,717.37 500,000.00 Pharmaceutical service Technology Co., Ltd. Zhejiang DIAN Diagnostics Receipt of technical 5,230,708.00 8,000,000.00 Co., Ltd. (Note 1) services Fosun International (Note 1) Receipt of labor service 689,040.77 1,000,000.00 SHANGHAI ZHENGDA Receipt of labor service 0.00 1,000,000.00 BUND INT’L FINANCE CENTER REAL ESTATE CO., LTD. Yong An Property Insurance Receipt of labor service 3,979,321.42 5,000,000.00 Co., Ltd. Shanghai LinkedCare Receipt of labor service 0.00 100,000.00 Information Technology Co., Ltd. CMIC (Suzhou) Receipt of labor service 241,719.99 20,000,000.00 Pharmaceutical Technology Co., Ltd Subtotal 17,906,699.97 57,910,000.00

– IV-3 – APPENDIX IV RPT/CT REPORT

Amount Amount Type of Transaction Related Party Details of transaction incurred for estimated for 2017 2018

Provision of loans by related Fosun Finance (Note 2) Loans (Maximum daily 100,000,000.00 1,000,000,000.00 party/connected person value) Deposits in related Deposits (Maximum 534,688,075.88 1,000,000,000.00 party/connected person daily value) Other financial services Service fee 0.00 1,000,000.00 Provision of loans for related Fosun Kite Biotechnology Loan principal 33,781,000.00 63,193,000.00 (Note 4) party/connected person Co., Ltd. (Maximum daily value) Interest 377,711.15 3,312,441.00 Subtotal / 668,846,787.03 2,067,505,441.00 Total / 3,041,070,987.79 5,785,815,441.00

Note 1: Including its holding subsidiaries/entities, similarly hereinafter;

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, similarly hereinafter;

Note 3: Only the transaction amount after constituting a related party/connected person from October 2017 to December 2017 is presented, and the actual amount of transaction with Gland Chemicals Pvt Ltd, Dhananjaya Partners LLP and Sasikala Properties LLP for 2017 amounted to RMB55,831,056.78, RMB206,398.08 and RMB143,045.03 respectively;

Note 4: According to the Sino-foreign Cooperation Contract with KP EU C.V., the daily maximum amount of loan principal to Fosun Kite Biological Technology Co., Ltd is US$10 million, and is converted into RMB at the exchange rate (the middle rate of USD against RMB as published by the People’s Bank of China) on 26 March 2018.

– IV-4 – APPENDIX IV RPT/CT 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 : Li Zhiming

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 items which required license according to the law, its operation shall only commence after receiving approval from relevant authorities.)

Relationship : According to SSE Listing Rules, Sinopharm constitutes a related party.

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

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

Legal representative : Chen Haibin

– IV-5 – APPENDIX IV RPT/CT REPORT

Registered capital : RMB551.029453 million

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

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

Relationship : According to the SSE Listing Rules, Di’an Diagnostic constitutes a related party.

3. C.Q. Pharmaceutical Holding Co., Ltd. (“C.Q. Pharmaceutical Holding”)

Registered address : Baitao Subdistrict, Fuling District, Chongqing

Legal representative : Liu Shaoyun

Registered capital : RMB1,728.1847 million

Type of registration : Company limited by shares

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

– IV-6 – APPENDIX IV RPT/CT REPORT

Relationship : According to the SSE Listing Rules and the Stock Exchange Listing Rules, C.Q. Pharmaceutical Holding constitutes a related party and connected person.

4. Gland Chemicals Pvt Ltd

Registered address : Hyderabad, India

Director : B. Naga Malleswara Rao

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

Relationship : According to the SSE Listing Rules and the Stock Exchange Listing Rules, Gland Chemicals Pvt Ltd constitutes a related party and connected person.

5. Saladax Biomedical, Inc. (“Saladax”)

Registered address : the U.S.

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

6. Fosun International

Registered address : Hong Kong, China

Director : Guo Guangchang

Main business : healthy, happy and abundant ecology

Relationship : According to the SSE Listing Rules and the Stock Exchange Listing Rules, Fosun International constitutes a related party and connected person.

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

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

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

Relationship : According to the SSE Listing Rules, Chindex constitutes a related party.

– IV-7 – APPENDIX IV RPT/CT REPORT

8. Shanghai LinkedCare Information Technology Co., Ltd. (“LinkedCare”)

Registered address : Room 302, 7th Building, No. 690, Bibo Road, China (Shanghai) Pilot Free Trade Zone

Legal representative : Wu Zhijia

Registered capital : RMB10.964582 million

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

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

Relationship : According to the SSE Listing Rules, LinkedCare constitutes a related party.

– IV-8 – APPENDIX IV RPT/CT REPORT

9. 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)

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 : According to the SSE Listing Rules, LONZA Fosun constitutes a related party.

10. 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 : According to the SSE Listing Rules, Tongde Equity Interests constitutes a related party.

– IV-9 – APPENDIX IV RPT/CT REPORT

11. Shanghai Anbo Bio-pharmaceutical Limited Liability Company* (“Anbo Bio-pharmaceutical”)

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 (Sino-foreign joint venture, non-listed)

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

Relationship : According to the SSE Listing Rules, Anbo Bio- pharmaceutical constitutes a related party.

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

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

Legal representative : RICHARD LIQUN WANG

Registered capital : US$40 million

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

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 equipment, the wholesale and commission agency (except for auction), investment consultation (except for finance and securities) in the fields of bio-technology and medical technology (excluding diagnosis and treat, psychological consultation, human stem cell, the technology development and application of gene diagnosis and therapy) (for items which require license according to the law, its operation shall only commence after receiving approval from relevant authorities.)

– IV-10 – APPENDIX IV RPT/CT REPORT

Relationship : According to the SSE Listing Rules, Fosun Kite Biotechnology constitutes a related party.

13. Zhiguan Fosun Medical Device Technology (Shanghai) Co., Ltd. (“Zhiguan Fosun”)

Registered address : Floor 1, Fosun Innovation Center Park, No. 222 Kangnan Road, China (Shanghai) Pilot Free Trade Zone

Legal representative : DAVID JOSEPH ROSA

Registered capital : USD100 million

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

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

Relationship : According to the SSE Listing Rules, Zhiguan Fosun Biological constitutes a related party.

14. Shanghai Zhengda Bund Int’l Finance Center Real Estate Co., Ltd.* (“Zhengda Real Estate”)

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

Legal representative : Xu Xiaoliang

Registered capital : RMB7,000 million

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

– IV-11 – APPENDIX IV RPT/CT REPORT

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

Relationship : According to the SSE Listing Rules and the Stock Exchange Listing Rules, Zhengda Real Estate constitutes a related party and connected person.

– IV-12 – APPENDIX IV RPT/CT REPORT

15. Dhananjaya Partners LLP

Registered address : Hyderabad, India

Executive partner : Smt. K. Jhansi Lakshmi

Scope of business : Real estate leasing

Relationship : According to the SSE Listing Rules and the Stock Exchange Listing Rules, Dhananjaya Partners LLP constitutes a related party and connected person.

16. Sasikala Properties LLP

Registered address : Hyderabad, India

Executive partner : Smt. K. Jhansi Lakshmi

Scope of business : Real estate leasing

Relationship : According to the SSE Listing Rules and the Stock Exchange Listing Rules, Sasikala Properties LLP constitutes a related party and connected person.

17. Shanghai Xinglian Commercial Factoring Co., Ltd. (“Shanghai Xinglian”)

Registered address : Room A-522, No. 188, Yesheng Road, China (Shanghai) Pilot Free Trade Zone

Legal representative : Gu Xiaoxu

Registered capital : USD8.5 million

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

Scope of business : Import and export factoring businesses; domestic and offshore factoring businesses; consulting services related to commercial factoring. (For items which require license according to the law, its operation shall only commence after receiving approval from relevant authorities.)

Relationship : According to the SSE Listing Rules and the Stock Exchange Listing Rules, Shanghai Xinglian constitutes a related party and connected person.

– IV-13 – APPENDIX IV RPT/CT REPORT

18. 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

Type of registration : Limited liability company (sole Proprietorship invested by or controlled by 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 (for items which require license according to the law, its operation shall only commence after receiving approval from relevant authorities).

Relationship : According to the SSE Listing Rules and the Stock Exchange Listing Rules, Shanghai Yixing constitutes a related party and connected person.

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

Registered address : Cayman Islands

Relationship : According to the SSE Listing Rules, HHH constitutes a related party.

20. CMIC (Suzhou) Pharmaceutical Technology Co., Ltd. (“Suzhou CMIC”)

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

Legal representative : Shao Ying

Registered capital : RMB20 million

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

– IV-14 – APPENDIX IV RPT/CT REPORT

Scope of business : Pharmaceutical technology R&D, technology transfer, technical consulting, technical services, non-professional skill training (excluding vocational skill training certified by the State in a unified manner), and imports and exports of pharmaceuticals, medical apparatus and instruments, food, cosmetics, chemical biological reagents, diagnostic reagents, and test consumables. (For items which require license according to the law, its operation shall only commence after receiving approval from relevant authorities.)

Relationship : According to the SSE Listing Rules, Suzhou CMIC constitutes a related party.

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

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

Legal representative : Tao Guangqiang

Registered capital : RMB3,009.416 million

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

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 : According to the SSE Listing Rules, Yong An Property constitutes a related party.

– IV-15 – APPENDIX IV RPT/CT REPORT

22. 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).

Relationship : According to the SSE Listing Rules and the Stock Exchange Listing Rules, Fosun Finance constitutes a related party and connected person.

III. THE PROCEDURE OF THE APPROVAL FOR THE ESTIMATE OF ONGOING RELATED PARTY/CONNECTED TRANSACTIONS FOR 2018

Upon approval by the independent non-executive Directors of the Company, the estimate of ongoing related party/connected transactions of the Group for 2018 has been proposed to the 55th meeting of the seventh session of the Board of the Company for consideration and has been approved.

The related/connected Directors, namely Mr. Chen Qiyu, Mr. Yao Fang, Mr. Guo Guangchang (resigned on 26 March 2018), Mr. Wang Qunbin, Ms. Kang Lan (resigned on 26 March 2018), Mr. Wang Can and Mr. Wu Yifang, were required to abstain from voting in respect of the relevant resolutions. The remaining four Directors of the Board (i.e., the four independent non-executive Directors) had attended the voting and approved unanimously.

– IV-16 – APPENDIX IV RPT/CT REPORT

IV. STATUS OF RELATED PARTY/CONNECTED 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 2018 according to business needs.

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 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, medical service 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 and in line with the general commercial terms, 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.

– IV-17 – APPENDIX IV RPT/CT REPORT

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 2018.

– IV-18 – APPENDIX V APPRAISAL RESULTS

Details of the appraisal results and remuneration of executive Directors of the Company for 2017 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 (Co-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 (including tax).

As at 31 December 2017, there were altogether eleven Directors in the Board of the Company. In 2017, the total amount of remuneration (or allowances) received by the Directors from the Company was RMB26.0795 million and details are set out as follows:

Unit: RMB (in ten thousand)

Amount of Remuneration or allowances received for 2017 Name Position (including tax) Remarks

Chen Qiyu Executive Director 1,048.96 (note) and Chairman Yao Fang Executive Director 839.78 (note) and Co-Chairman Wu Yifang Executive Director 599.21 (note) Guo Guangchang Non-executive Director 0.00 Guo Guangchang did not receive remuneration from the Company. Wang Qunbin Non-executive Director 0.00 Wang Qunbin did not receive remuneration from the Company.

–V-1– APPENDIX V APPRAISAL RESULTS

Amount of Remuneration or allowances received for 2017 Name Position (including tax) Remarks

Kang Lan Non-executive Director 0.00 Kang Lan did not receive remuneration from the Company. Wang Can Non-executive Director 0.00 Wang Can did not receive remuneration from the Company. Cao Huimin Independent Non-executive 30.00 Director Jiang Xian Independent Non-executive 30.00 Director Wong Tin Yau Independent Non-executive 30.00 Kelvin Director Wai Shiu Kwan Independent Non-executive 30.00 Danny Director Total 2,607.95 –

Note: The remuneration is appraisal bonus paid in accordance with appraisal results at the end of 2016.

–V-2– 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 are set out as follows:

I. SUMMARY OF TRANSACTIONS

Based on the business plan of the Group for 2018 and its funding needs, it is proposed to approve the quota for renewed and new entrusted loans/borrowings to the Group since the date of passing the resolution at the 2017 annual general meeting 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 RMB1,958 million of loans/borrowings to be renewed upon maturity and an equivalent amount of RMB6,042 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.

Estimates on new entrusted loans/borrowings to be renewed for the Group are set out as follows:

Unit: RMB (in ten thousand)

Borrowing Any Borrowing Party Lending Party Amount Term Guarantee Remarks

Shanghai Fosun Fosun Pharma 130,000 Less than Nil Renewed upon Pharmaceutical Industrial three years maturity Development Company Limited* Jiangsu Wanbang Jinzhou Aohong 20,000 Less than Nil Renewed upon Biopharmaceutical Pharmaceutical three years maturity Company Limited* Co., Ltd.* Suzhou Erye 3,000 Less than Nil Renewed upon Pharmaceutical three years maturity Co., Ltd.* Chongqing Yao 25,000 Less than Nil Renewed upon Pharmaceutical three years maturity Company Limited* Shenyang Hongqi Fosun Pharma 2,000 Less than Nil Renewed upon Pharmaceutical three years maturity Co., Ltd.*

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

Borrowing Any Borrowing Party Lending Party Amount Term Guarantee Remarks

Shanghai Technology Chindex Shanghai 1,000 Less than Nil Renewed upon Innovation Company International three years maturity Limited* Trading Co., Ltd.* Huaiyin Medical Instruments Qianda (Tianjin) 2,000 Less than Nil Renewed upon Co., Ltd* International three years maturity Trading Co., Ltd.* Shenzhen Qianda Medical Qianda (Tianjin) 600 Less than Nil Renewed upon Beauty Clinic Co., Ltd.* International three years maturity Trading Co., Ltd.* Beijing Qianda Denuo Dental Qianda (Tianjin) 300 Less than Nil Renewed upon Clinic Co., Ltd.* International three years maturity Trading Co., Ltd.* Shanghai ClonBiotech Fosun Pharma 11,900 Less than Nil Renewed upon Co., Ltd.* three years maturity Subtotal 195,800 / / / Fosun Pharma or its The Group 604,200 Less than Depending New subsidiaries/member (excluding the five years on the companies borrowing party) situation Subtotal 604,200 / / / 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 of the borrowers or the borrowers shall accordingly provide guarantee.

The valid period of such entrusted line of loans/borrowings proposed to be renewed and increased is since the date of passing the resolution at the 2017 annual general meeting to the earlier of:

1. the date of the 2018 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.

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

II. BACKGROUND INFORMATION OF THE ENTRUSTED LOAN/BORROWING PARTIES

1. Shanghai Fosun Pharmaceutical Industrial Development Company Limited* (“Fosun Pharmaceutical Industrial”)

Fosun Pharmaceutical Industrial was established in November 2001. 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, technological development, consultation, transfer and service in the biological technology area, R&D of drugs, chemical preparations and medical apparatus, 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 the 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 2017, total assets, equity interests and total liabilities of Fosun Pharmaceutical Industrial amounted to RMB9,737.98 million, RMB3,568.84 million and RMB6,169.14 million, respectively. In 2017, Fosun Pharmaceutical Industrial generated revenue and net profits of RMB19.48 million and RMB528.03 million, respectively.

2. Jiangsu Wanbang Biopharmaceutical Company Limited* (“Jiangsu Wanbang”)

Jiangsu Wanbang was established on December 1998. 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 the 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 RMB419.3135 million and RMB21.1419 million, 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 2017, total assets, equity interests and total liabilities of Jiangsu Wangbang amounted to RMB3,214.52 million, RMB1,722.70 million and RMB1,491.82 million, respectively. In 2017, Jiangsu Wanbang generated revenue and net profit of RMB3,190.88 million and RMB341.22 million (on a consolidated basis), respectively.

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

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

Shenyang Hongqi was established in October 1998. 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 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 the 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 2017, total assets, equity interests and total liabilities of Shenyang Hongqi amounted to RMB521.24 million, RMB267.42 million and RMB253.82 million, respectively. In 2017, Shenyang Hongqi generated revenue and net profits of RMB329.96 million and RMB79.53 million (on a consolidated basis, including dilution of evaluation increment), respectively.

4. Shanghai Technology Innovation Company Limited* (“Shanghai Technology Innovation”)

Shanghai Technology Innovation was established in February 1993. The registered address is Room 901, No. 510, Caoyang Road, Putuo District, Shanghai and the legal representative is Wang Yao. The business scope of Shanghai Technology Innovation is the wholesale, import and export, commission agency (excluding auctions) and related consulting and ancillary services of electronic products, optical products (excluding special licensed products), communication equipment (excluding special licensed products), computers, and chemical products (excluding hazardous chemicals, monitoring chemicals, precursor chemicals, fireworks and crackers, and civil explosives), hardware machinery, building materials (excluding cement exports) (except the commodities subject to the State-run trade management; with regard to the commodities subject to quota and license management, make applications in accordance with the relevant regulations of the State) (for items which required license according to the law, its operation shall only commence after receiving approval from relevant authorities). As of the Latest Practicable Date, the registered capital of Shanghai Technology Innovation was RMB100 million, which is all contributed by the subsidiary Chindex Export Limited who thus holds 100% equity of Shanghai Technology Innovation.

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

Based on the management’s accounts (unaudited) of Shanghai Technology Innovation, as of 31 December 2017, total assets, equity interests and total liabilities of Shenyang Hongqi amounted to RMB156.88 million, RMB146.04 million, and RMB10.85 million, respectively. In 2017, Shanghai Technology Innovation generated revenue and net profits of RMB0 million and RMB16.73 million, respectively.

5. Huaiyin Medical Instruments Company Limited (“Huaiyin Medical Instruments”)

Huaiyin Medical Instruments was established in June 1999. The registered address is No. 8 Mingyuan West Road, Huai’an City and the legal representative is Wang Yao. The business scope of Huaiyin Medical Instruments is the production and sales of Class III 6865 medical suture materials and adhesives, Class II 6801 basic surgical instruments, 6841 medical tests and basic equipment; the production and sales of Class I medical equipment; ordinary highway freight; self-operated and commissioned import and export business for various commodities and technologies (other than commodities and technologies operated by State-designated enterprises or whose import or export is prohibited by the State) (for items which required license according to the law, its operation shall only commence after receiving approval from relevant authorities). As of the Latest Practicable Date, the registered capital of Huaiyin Medical Instruments was RMB10 million, which is all contributed by Shanghai Technology Innovation who thus holds 100% equity of Huaiyin Medical Instruments.

Based on the management’s accounts (unaudited) of Huaiyin Medical Instruments, as of 31 December 2017, total assets, equity interests and total liabilities of Huaiyin Medical Instruments amounted to RMB117.44 million, RMB66.59 million, and RMB50.85 million, respectively. In 2017, Huaiyin Medical Instruments generated revenue and net profits of RMB150.69 million and RMB14.10 million, respectively.

6. Shenzhen Qianda Medical Beauty Clinic Co., Ltd. (“Shenzhen Qianda”)

Shenzhen Qianda was established in March 2017. The registered address is Unit 01, 18th Floor, Phase 2, North Area of Jingji Riverside Times Square, Shatou Street, Futian District, Shenzhen and the legal representative is Wang Yao. The business scope of Shenzhen Qianda is sales of Class I of medical supplies and equipment; domestic trading (excluding monopolized or franchised commodities and commodities under special government control); import and export of goods and technology (other than items prohibited under laws, administrative regulations or State Council decisions and subject to the obtaining of relevant permits for restricted items); medical cosmetology; cosmetic surgery; cosmetic dentistry; beauty dermatology; cosmetic traditional Chinese medicines. As of the Latest Practicable Date, the registered capital of Shenzhen Qianda was RMB3 million, which is all contributed by the subsidiary Shanghai Fosun Pingyao Investment Management Co., Ltd. who thus holds 100% equity of Shenzhen Qianda.

Based on the management’s accounts (unaudited) of Shenzhen Qianda, as of 31 December 2017, total assets, equity interests and total liabilities of Shenzhen Qianda amounted to RMB9.76 million, RMB1.66 million, and RMB8.09 million, respectively. In 2017, Shenzhen Qianda generated revenue and net profits of RMB0 million and RMB-1.34 million, respectively.

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

7. Beijing Qianda Denuo Dental Clinic Co., Ltd. (“Beijing Qianda”)

Beijing Qianda was established in April 2017. The registered address is Room A105-112, Building 6, No. 30, Hetaoyuan, Guandongdian North Street, Chaoyang District, Beijing, and the legal representative is Wang Yao. The business scope of Beijing Qianda is dental medical services. As of the Latest Practicable Date, the registered capital of Beijing Qianda was RMB1 million, which is all contributed by the subsidiary Qianda (Tianjin) International Trading Co., Ltd.* who thus holds 100% equity of Beijing Qianda.

Based on the management’s accounts (unaudited) of Beijing Qianda, as of 31 December 2017, total assets, equity interests and total liabilities of Beijing Qianda amounted to RMB3.51 million, RMB500,000, and RMB3.01 million, respectively. In 2017, Beijing Qianda generated revenue and net profits of RMB0 million and RMB-500,000, respectively.

8. Shanghai ClonBiotech Company Limited (“ClonBiotech”)

ClonBiotech was established on December 1996. The registered address of ClonBiotech is No. 1289 Yishan Road, Xuhui District, Shanghai, and its legal representative is Shi Jiajue. The business scope of ClonBiotech is the technological development, advisory, services and transfer 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 the 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 2017, total assets, equity interests and total liabilities of ClonBiotech amounted to RMB274.07 million, RMB41.31 million and RMB232.77 million, respectively. In 2017, ClonBiotech generated revenue and net profits of RMB63.26 million and RMB3.16 million, respectively.

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 between the subsidiaries 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 between the subsidiaries and therefore the risk is relatively controllable.

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

V. CUMULATIVE ENTRUSTED LOANS/BORROWINGS PROVIDED TO EXTERNAL PARTIES

As at the Latest Practicable Date, the entrusted loan/borrowing quota provided between Fosun Pharma and its subsidiaries and between the subsidiaries amounted to RMB8,311.98 million. All of which occurred between Fosun Pharma and its subsidiaries and between the subsidiaries.

– VI-7 – APPENDIX VII TOTAL BANK CREDIT APPLICATIONS

Details of the aggregate bank credit applications of the Company are set out as follows:

As at 31 December 2017, the Company was granted a total of banking facilities of RMB20,046.91 million. The actual amount of credit utilized is RMB6,252.07 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 since the date of passing the resolution at the 2017 annual general meeting in an aggregate amount of up to RMB30,000 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. 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 date of passing of this resolution at the 2017 annual general meeting to the earlier of:

1. the date of the 2018 annual general meeting of the Company;

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

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

Unit: RMB (in ten thousand)

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

1 Shanghai Branch of Bank of 250,000.00 Composite Credit 3 Years Beijing Co., Ltd. 2 Shanghai Branch of KBC Bank 16,336.00 Composite Credit 3 Years N.V. (Equivalent to US$25 million) 3 Shanghai Branch of China 80,000.00 Composite Credit 3 Years Guangfa Bank Co., Ltd. 4 Shanghai Branch of China 100,000.00 Composite Credit 3 Years Development Bank 5 Cathay United Bank 20,000.00 Composite Credit 3 Years 6 Shanghai Branch of Hana Bank 50,000.00 Composite Credit 3 Years (China) Company Limited 7 Shanghai Branch of Citibank 55,541.00 Composite Credit 3 Years (China) Co., Ltd. (Equivalent to US$85 million) 8 OCBC Wing Hang Bank (China) 50,000.00 Composite Credit 3 Years Limited 9 HSBC Bank (China) 50,000.00 Composite Credit 3 Years Co., Ltd. 10 Shanghai Zhabei Branch of Bank 60,000.00 Composite Credit 3 Years of Communications Co., Ltd.

– VII-1 – APPENDIX VII TOTAL BANK CREDIT APPLICATIONS

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

11 Shanghai Branch of Bank of 98,013.00 Composite Credit 3 Years American Co., Ltd. (Equivalent to US$150 million) 12 Bank of Ningbo Co., Ltd. 50,000.00 Composite Credit 3 Years 13 Changning Branch of Shanghai 60,000.00 Composite Credit 3 Years Pudong Development Bank 14 Bank of Shanghai Co., Ltd. 175,000.00 Composite Credit 3 Years 15 Shanghai Branch of Ping An 50,000.00 Composite Credit 3 Years Bank Co., Ltd. 16 Shanghai Branch of Xiamen 40,000.00 Composite Credit 3 Years International Bank Co., Ltd. 17 Shanghai Branch of Standard 50,000.00 Composite Credit 3 Years Chartered PLC 18 Shanghai Branch of China 100,000.00 Composite Credit 3 Years ZheShang Bank Co., Ltd. 19 Shanghai Branch of China 100,000.00 Composite Credit 3 Years Construction Bank Co., Ltd. 20 Shanghai Branch of China 110,000.00 Composite Credit 3 Years Everbright Bank Co., Ltd. 21 Shanghai Branch of Industrial 120,000.00 Composite Credit 3 Years and Commercial Bank of China Co., Ltd. 22 The Export-Import Bank of China 285,000.00 Composite Credit 10 Year 23 Shanghai Branch of Agricultural 150,000.00 Composite Credit 3 Years Bank of China Co., Ltd. 24 Shanghai Huangpu Branch of 75,000.00 Composite Credit 3 Years Bank of China Co., Ltd. 25 Shanghai Pilot Free Trade Zone 190,000.00 Composite Credit 3 Years Branch of Postal Savings Bank of China Co., Ltd. 26 Shanghai Branch of China 200,000.00 Composite Credit 3 Years Merchants Bank Co., Ltd. 27 Shanghai Branch of China CITIC 120,000.00 Composite Credit 3 Years Bank Co., Ltd. 28 Others (Note 2) 295,110.00 Composite Credit 3 Years Subtotal 3,000,000.00

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 2017. 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.

– 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 2017, the balance of the carrying amount of available-for-sale financial assets and outstanding shares of companies listed in domestic and foreign markets (excluding the New Third Board) under long-term equity investments held by the Group amounted to approximately RMB1,982,528,700.00 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 and foreign markets (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 2018 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 EXTERNAL GUARANTEES

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

I. SUMMARY OF THE GUARANTEES

Based on the business plan for 2018 of the Group, it is proposed to the general meeting for approving the renewal and additional external guarantees quota of the Group since the date of passing the resolution at the 2017 annual general meeting in an aggregate amount of not more than RMB22,500 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.

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

1. the date of the 2018 annual general meeting of the Company;

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

The quota of the external guarantees which are to be extended upon maturity 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 RMB1,500 million with a term of not exceeding 10 years to be applied by Fosun Pharmaceutical Industrial, or its subsidiaries, from financial institutions.

As at the 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$2,500 million with a term of not exceeding 7 years to be issued or applied by Fosun Industrial Co., Limited (“Fosun Industrial”) or its subsidiaries.

As at the Latest Practicable Date, the actual amount of guarantee provided by the Group to Fosun Industrial was RMB10,821.51 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 RMB1,500 million with a term of not exceeding 15 years to be applied by Shanghai Fosun Hospital Investment (Group) Co., Ltd.* (“Fosun Hospital Investment”) or its subsidiaries, from financial institutions.

– IX-1 – APPENDIX IX EXTERNAL GUARANTEES

As at the Latest Practicable Date, the actual amount of guarantee provided by the Group to Fosun Hospital Investment was RMB200 million.

4. Chongqing Yao Pharmaceutical Company Limited*, 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 RMB0.

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 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, 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

Fosun Pharmaceutical Industrial was established in November 2001. 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, technological development, consultation, service and transfer in the biological technology area, R&D of drugs, chemical preparations and medical apparatus, 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 the 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.

– IX-2 – APPENDIX IX EXTERNAL GUARANTEES

Based on the management’s accounts (unaudited) of Fosun Pharmaceutical Industrial, as at 31 December 2017, total assets, equity interests and total liabilities of Fosun Pharmaceutical Industrial amounted to RMB9,737.98 million, RMB3,568.84 million and RMB6,169.14 million, respectively, among which total bank loan was RMB300 million and total current liabilities amounted to RMB2,144.90 million. In 2017, Fosun Pharmaceutical Industrial generated revenue and net profits of RMB19.48 million and RMB528.03 million, respectively.

2. Fosun Industrial

The registered address of Fosun Industrial is Hong Kong, China, and the chairman of the board is Mr. Yao Fang. 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 the Latest Practicable Date, the Company invested RMB258.32 million, accounting for 100% of the equity interests of Fosun Industrial.

Audited by Ernst & Young, its total asset, equity interests and total liabilities amounted to US$2,185.61 million, US$428.62 million and US$1,756.99 million, respectively, among which total bank loan was US$1,684.47 million and total current liabilities amounted to US$1,084.64 million as at 31 December 2017. In 2017, Fosun Industrial generated revenue and net profit of US$3.45 million and US$-17.32 million, respectively (in accordance with the Hong Kong Financial Reporting Standards).

3. Fosun Hospital Investment

Fosun Hospital Investment was established in December 2010, with its registered address in Room 318, No. 222 Comprehensive building, Kangnan Road, China (Shanghai) Pilot Free Trade Zone of Shanghai. 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 the Latest Practicable Date, Fosun Hospital Investment had a registered capital of RMB1,500 million, in which, the Company and its subsidiary Shanghai Lilin Medical Management Partnership (limited partnership)* invested RMB1,500 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 RMB4,362.31 million, RMB1,487.33 million and RMB2,874.98 million, respectively, among which total bank loan was RMB0 million and total current liabilities amounted to RMB2,865.28 million as at 31 December 2017. In 2017, Fosun Hospital Investment generated revenue and net profits of RMB0 million and RMB68.56 million, respectively.

– IX-3 – APPENDIX IX EXTERNAL GUARANTEES

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 member companies, 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, production and sales of pharmaceutical intermediates, and sales of fine chemicals (excluding hazardous chemicals and precursor chemicals). 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 the Latest Practicable Date, the registered capital of Chongqing Carelife amounted to RMB16.085667 million among which Chongqing Yao Pharma (a subsidiary of the Company) contributed RMB16.085667 million, accounting for 100% of the equity interests of Chongqing Carelife.

Based on the unaudited management’s accounts of Chongqing Carelife, its total asset, equity interests and total liabilities amounted to RMB246.58 million, RMB164.26 million and RMB82.31 million, respectively, among which total bank loan was RMB47 million and total current liabilities amounted to RMB82.31 million as at 31 December 2017. In 2017, Chongqing Carelife generated a revenue and net profits of RMB342.76 million and RMB107.67 million, respectively.

III. OPINION OF THE BOARD

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

IV. AGGREGATE AMOUNT OF EXTERNAL GUARANTEES

The actual amount of external guarantees provided by the Company and its holding subsidiaries and entities amounted to approximately RMB12,028.21 million as at the Latest Practicable Date, accounting for 47.49% of the audited net assets attributed to the shareholders of the listed company as at 31 December 2017. They are all intra-company guarantees between the Company and its subsidiaries and between the subsidiaries.

– IX-4 – APPENDIX X 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 and 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.

– X-1 – APPENDIX X 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, the Company shall implement 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 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 AGM to the earlier of:

1. the date of the 2018 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 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.

– X-2 – APPENDIX XI ELECTION OF NON-EXECUTIVE DIRECTORS

On 26 March 2018, the Board received written resignation letters from Mr. Guo Guangchang and Ms. Kang Lan. The resignation letter took effect when it was delivered to the Board. According to the Articles of Association, the Board consists of 11 directors. As reviewed by the nomination committee of the Board, the Board nominated Ms. Mu Haining and Mr. Zhang Xueqing as candidates for the non-executive directors of the seventh session of the Board of the Company and proposed them to the general meeting of the Company for consideration.

The Board proposed to appoint Ms. Mu Haining (“Ms. Mu”) and Mr. Zhang Xueqing (“Mr. Zhang”) as non-executive Directors of the seventh session of the Board. Therefore, the Board decided to submit an ordinary resolution at the AGM to elect Ms. Mu and Mr. Zhang as non-executive Directors.

The biographical details of Ms. Mu are set out as follows:

Ms. Mu Haining, aged 45, is currently a senior assistant to president, CHO and general manager of human resources management department of Fosun High Tech, and is the chairman of supervisory board of Shanghai Ganglian E-Commerce Co., Ltd.*, a company listed on the Shenzhen Stock Exchange (stock code: 300226). Ms. Mu joined Fosun High Tech since July 2014, and was the executive manager and co-general manager of human resources management department, and assistant to president and deputy CHO of Fosun High Tech. Ms. Mu was a senior consultant and the chief representative of EUSIA S.A. Shanghai Representative Office from May 2003 to November 2007, and the consulting director for human resources business of Mercer Consulting (China) Co., Ltd.* from November 2007 to July 2014. Ms. Mu graduated from Southeast University with a bachelor of engineering degree in June 1994 and graduated from National University of Singapore with a master of business administration degree in July 2002.

As at the Latest Practicable Date, Ms. Mu has not entered into service contract with the Company in respect of her appointment as a non-executive director of the Company. The appointment of Ms. Mu will be effective upon the approval of the Shareholders at the AGM and end on the expiration of the term of seventh session of the Board. Ms. Mu will not receive any remuneration from the Company for her appointment as a non-executive director of the Company.

Ms. Mu has confirmed that, save as disclosed above, as at the Latest Practicable Date, she does not have any relationship with any Directors, senior management or substantial shareholders of the Company, and does not hold any other positions in the Company or any subsidiaries of the Company nor any other directorships in listed companies in the last three years.

As at the Latest Practicable Date, Ms. Mu did not have any interest or short position in any shares, underlying shares or debentures of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

– XI-1 – APPENDIX XI ELECTION OF NON-EXECUTIVE DIRECTORS

Save as disclosed above, there is no other information that needs to be disclosed pursuant to Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, nor are there any other matters in relation to Ms. Mu that need to be brought to the attention of the Shareholders.

The biographical details of Mr. Zhang are set out as follows:

Mr. Zhang Xueqing, aged 51, is currently the senior assistant to president of Fosun High Tech, the president of Shanghai Fosun Health Industrial Holdings Co., Ltd.*, and the vice chairman of Beijing Sanyuan Food Company Limited*, a company listed on the Shanghai Stock Exchange (stock code: 600429). Mr. Zhang joined Fosun High Tech since July 2014. Prior to joining Fosun High Tech, Mr. Zhang was chief financial officer of Shanghai Nong Gong Shang Supermarket Co., Ltd.* (now known as Nong Gong Shang Supermarket (Group) Co., Ltd.* from June 2000 to September 2001, an investment director of the Company from September 2001 to September 2002, the investment director and general manager of normal temperature division of Bright Dairy & Food Co., Ltd.*, a company listed on the Shanghai Stock Exchange (stock code: 600597), from September 2002 to March 2006, the chairman and general manager of Shanghai Global Children Products Co., Ltd. from May 2006 to June 2014, the supervisor of Shanghai La Chapelle Fashion Co., Ltd.*, a company listed on the Shanghai Stock Exchange (stock code: 603157) and the Hong Kong Stock Exchange (stock code: 06116) from January 2014 to October 2017. Mr. Zhang graduated from Shanghai University of Finance and Economics with a bachelor degree in economics in July 1989.

As at the Latest Practicable Date, Mr. Zhang has not entered into service contract with the Company in respect of his appointment as a non-executive director of the Company. The appointment of Mr. Zhang as a non-executive director of the Company will be effective upon the approval of the Shareholders at the AGM and end on the expiration of the term of seventh session of the Board. Mr. Zhang will not receive any remuneration from the Company for his appointment as a non-executive director of the Company.

Mr. Zhang has confirmed that, save as disclosed above, as at the Latest Practicable Date, he does not have any relationship with any Directors, senior management or substantial shareholders of the Company, and does not hold any other positions in the Company or any subsidiaries of the Company nor any other directorships in listed companies in the last three years.

As at the Latest Practicable Date, Mr. Zhang did not have any interest or short position in any shares, underlying shares or debentures of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

Save as disclosed above, there is no other information that needs to be disclosed pursuant to Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, nor are there any other matters in relation to Mr. Zhang that need to be brought to the attention of the Shareholders.

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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 Wednesday, 27 June 2018 at 1:30 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 9 May 2018 (the “Circular”).

ORDINARY RESOLUTIONS

1. To consider and approve the annual report of the Group for the year 2017.

2. To consider and approve work report of the Board of the Company for the year 2017.

3. To consider and approve the work report of the Supervisory Committee of the Company for the year 2017.

4. To consider and approve the final accounts report of the Group for the year 2017.

5. To consider and approve the annual profit distribution proposal of the Company for the year 2017.

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 2018 and re-appointment of Ernst & Young as international financial report auditors of the Company for the year 2018 and the passing of remuneration packages for the PRC and international auditors for the year 2017.

7. To consider and approve the estimated ongoing related party/connected transactions for 2018 of the Group.

8. To consider and approve the appraisal results and remunerations of executive Directors for 2017.

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9. To consider and approve the appraisal program of executive Directors for 2018.

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

11. To consider and approve the total bank credit applications of the Company.

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

SPECIAL RESOLUTIONS

13. To consider and approve the renewal of and new guarantee quota of the Group.

14. 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.

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(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.

(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.

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

1. the date of the 2018 annual general meeting of the Company; or

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.

ORDINARY RESOLUTIONS

15. To consider and approve the resolution of election of non-executive directors of the Company:

15.1 Elect Ms. Mu Haining as the non-executive director of the Company; and

15.2 Elect Mr. Zhang Xueqing as the non-executive director of the Company.

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

9 May 2018

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

– N-4 – NOTICE OF AGM

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 shareholder 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 holder 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 of the Company to attend and vote at the AGM, the register of holders of H shares of the Company will be closed from Monday, 28 May 2018 to Wednesday, 27 June 2018 (both days inclusive). In order to qualify for attending and voting at the AGM, unregistered holders of H shares 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, 25 May 2018.

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., Thursday, 7 June 2018) 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 dispatched to the holders of H shares of the Company only. The notice of AGM to the holders of A shares of the Company and the relevant reply slip and proxy form are separately published on the websites of the Company (http://www.fosunpharma.com) and of the Shanghai Stock Exchange (http://www.sse.com.cn).

* for identification purposes only

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