Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

上 海 復 星 醫 藥（ 集 團 ）股 份 有 限 公 司 Fosun Pharmaceutical (Group) Co., Ltd.* (a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 02196)

PROPOSED CONNECTED TRANSACTION — NEW CAPITAL INCREASE AGREEMENT

References are made to the announcements of the Company dated 24 December 2013 and 14 January 2014 in relation to the capital increase agreement entered into by and amongst Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* (the ‘‘Company’’), Shanghai Fosun High Technology (Group) Company Limited* (上海復星高科技(集團)有限公司)(‘‘FosunHighTech’’), Nanjing Iron & Steel United Co., Ltd.* (南京鋼鐵聯合有限公司)(‘‘Nanjing Steel United’’)andFosun Group Finance Corporation Limited* (上海復星高科技集團財務有限公司)(‘‘Fosun Finance’’, together with the Company, Fosun High Tech and Nanjing Steel United, collectively, the ‘‘Parties’’) dated 14 January 2014 pursuant to which the Parties have agreed to make a pro-rata capital contribution in the aggregate amount of RMB1,200 million to Fosun Finance, to increase the registered capital of Fosun Finance from RMB300 million to RMB1,500 million (the ‘‘Capital Increase Proposal’’).

Based on overall strategic considerations, Fosun Finance decided to adjust the original ownership structure and Capital Increase Proposal, and the Capital Increase Proposal was not implemented in the end. The Parties, after deliberation, have agreed to adjust the Capital Increase Proposal and intended to enter into a new capital increase agreement in due course.

The Company announced that at the 44th meeting of the sixth session of the board (the ‘‘Board’’) of directors (the ‘‘Directors’’) of the Company which was held on 24 March 2015, and issued an A share announcement dated 24 March 2015 on the Shanghai Stock Exchange in accordance with the relevant provisions of the Shanghai Stock Exchange, the Board considered and approved that, the Company, Fosun High Tech, Nanjing Steel United, and Shanghai Yuyuan Tourist Mart Co., Ltd.* (上海豫園旅遊商城股份有限公司)(‘‘Shanghai Yuyuan’’) shall make capital contribution involving a total amount of approximately RMB1,440 million (the ‘‘Proposed Transaction’’), in the amount of RMB327.60 million, RMB892.80 million, RMB129.60 million, RMB90 million, respectively, to Fosun Finance. Upon completion of the Proposed Transaction, the registered capital of Fosun Finance will be increased from RMB300 million to RMB1,500 million. The

– 1 – Board further authorized the management of the Company to deal with any matters in connection with the Proposed Transaction, including but not limited to the execution of the relevant agreement. The Proposed Transaction is conditional on the approval by the Shanghai Office of the China Banking Regulatory Commission (‘‘CBRC’’).

As at the date of this announcement, Fosun Finance is interested as to 9%, 82% and 9% by the Company, Fosun High Tech and Nanjing Steel United, respectively. Upon completion of the Proposed Transaction, the proportion of shareholding to be held by the Company would increase from 9% to 20% of the enlarged registered capital of Fosun Finance.

Fosun High Tech is a controlling shareholder of the Company and is interested in approximately 39.83% of the total issued share capital of the Company as at the date of this announcement. As FosunHighTechanditssubsidiaries(including Nanjing Steel United which is a 60% owned subsidiary of Fosun High Tech, but excluding the Company) are collectively interested in 91% of Fosun Finance, Fosun Finance is a connected person of the Company under Rule 14A.07 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (‘‘Hong Kong Listing Rules’’).

Therefore, the Proposed Transaction, if approved, will constitute a connected transaction of the Company under Chapter 14A of the Hong Kong Listing Rules. The Company will make further announcement(s) and comply with the applicable requirements under Chapter 14A of the Hong Kong Listing Rules as and when necessary.

The following sets out the A share announcement published by the Company on the website of the Shanghai Stock Exchange on 24 March 2015. Such announcement is originally prepared in Chinese. In case of any inconsistency between the Chinese version and the English version, the Chinese version shall prevail.

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

Shanghai, PRC 24 March 2015

As at the date of this announcement, the executive Directors are Mr. Chen Qiyu and Mr. Yao Fang; the non-executive Directors are Mr. Guo Guangchang, Mr. Wang Qunbin, Mr. Wang Pinliang, Ms. Kang Lan and Mr. John Changzheng Ma; and the independent non-executive Directors are Mr. Han Jiong, Dr. Zhang Weijiong, Mr. Li Man- kiuAdrianDavidandMr.CaoHuimin.

* for identification purposes only

– 2 – Stock code：600196 Stock abbreviation ：Fosun Pharma No：Lin 2015-022 Bond code：122136 Bond abbreviation：11 Fosun Debt

上海复星医药（集团）股份有限公司 Shanghai Fosun Pharmaceutical (Group) Co., Ltd.*

Announcement of Connected Transaction in relation to the Capital Increase in Fosun Group Finance Corporation Limited*

The board of directors of the Company and all of its directors warrant that there are no false representations or misleading statements contained in, or material omissions from, this announcement, and severally and jointly accept responsibility for the truthfulness, accuracy and completeness of the contents of this announcement.

Important Notices:

 Name of investee: Fosun Group Finance Corporation Limited* (上海复星高科技集团 财务有限公司) (hereinafter referred to as “Fosun Finance”)  Investment Amount：RMB327.6 million  The connected transactions carried out throughout 2014 between Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* (上海复星医药（集团）股份有限公司) (hereinafter referred to as the “Company” or “Fosun Pharmaceutical”) or its controlling subsidiaries/entities (hereinafter referred to as the “Group”) and Fosun Finance are as follows (Note: the following ordinary connected transactions have been approved at the first extraordinary general meeting of the Company in 2013): Unit: RMB Description of the Transactions Amount 1 The maximum daily balance of deposits placed by 950,370,100.00 the Group in Fosun Finance 2 The maximum daily balance of loans provided by 0 Fosun Finance to the Group 3 Fees paid by the Group to Fosun Finance for the 0 settlement and clearing services and other finance services

 Special notice on risks: The Capital Increase is subject to the approval by the Shanghai Office of China Banking Regulatory Commission.

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I. Summary of the Connected Transaction

On 24 December 2013, the 11th meeting of the sixth session of the board of directors (extraordinary meeting) of Fosun Pharmaceutical considered and approved the “Resolution on the Pro-rata Capital Increase in Fosun Group Finance Corporation Limited* by Shanghai Fosun High Technology (Group) Company Limited* and Nanjing Iron & Steel United Co., Ltd.*”, pursuant to which it was agreed that Fosun Pharmaceutical would make a pro-rata capital contribution with Shanghai Fosun High Technology (Group) Company Limited* (hereinafter referred to as “Fosun Group”), the controlling shareholder of the Company, and Nanjing Iron & Steel United Co., Ltd.* (南京钢铁联合有限公司), a subsidiary of Fosun Group (hereinafter referred to as “Nanjing Steel United”) to jointly increase their capital contribution in Fosun Finance (hereinafter referred to as the “Previous Capital Increase Proposal”). In accordance with the Previous Capital Increase Proposal, the registered capital of Fosun Finance would increase from RMB300 million to RMB1,500 million, of which the Company proposed to make cash contribution of RMB108 million to subscribe for new capital in the amount of RMB108 million, Fosun Group proposed to make cash contribution of RMB984 million to subscribe for new capital in the amount of RMB984 million and Nanjing Steel United proposed to make cash contribution of RMB108 million to subscribe for new capital in the amount of RMB108 million.

The Previous Capital Increase Proposal was approved by the approval (Hu Yin Jian Fu [2014] No. 20) issued by the Shanghai Office of China Banking Regulatory Commission on 8 January 2014 (hereinafter referred to as the “Approval”). On 14 January 2014, the Company entered into the Capital Increase Agreement with Fosun Group and Nanjing Steel United. For details, please refer to the Announcement of Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* on the Connected Transaction in relation to the Pro Rata Capital Increase in Fosun Group Finance Corporation Limited* with Shanghai Fosun High Technology (Group) Company Limited* and Nanjing Iron & Steel United Co., Ltd.* and the Announcement of Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* on the Progress of the Connected Transaction in relation to the Pro Rata Capital Increase in Fosun Group Finance Corporation Limited* with Shanghai Fosun High Technology (Group) Company Limited* and Nanjing Iron & Steel United Co., Ltd.* published on China Securities Journal, Shanghai Securities News, Securities Times and the website of Shanghai Stock Exchange (http://www.sse.com.cn) on 25 December 2013 and 15 January 2014, respectively.

During the financing process upon Approval, Fosun Finance, taking into account the overall strategic considerations, decided to adjust the original shareholding structure and capital increase proposal and the Previous Capital Increase Proposal was not implemented in the end. Fosun Finance and other investors proposed to adjust the Previous Capital Increase Proposal after deliberation.

On 24 March 2015, the Company convened the 44th meeting of the sixth session of the board of directors (regular meeting) of Fosun Pharmaceutical, during which it was agreed that Fosun Pharmaceutical, Fosun Group, Nanjing Steel United and Shanghai Yuyuan Tourist Mart Co., Ltd.* (上海豫园旅游商城股份有限公司) (hereinafter referred to as “Yuyuan Tourist Mart”) will jointly increase their capital in Fosun Finance. The value of the capital increase was

2 determined with reference to the Valuation Report on the Entire Shareholders’ Interests of Fosun Group Finance Corporation Limited* involved in the Capital Increase by Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* and Other Investors (Xin Zi Ping Bao [2015] No. 084) issued by Shanghai Lixin Appraisal Co., Ltd.* (上海立信资产评估有限公司), of which it was agreed that the Company will contribute RMB327.6 million in cash to subscribe for new registered capital in the amount of RMB273 million, Fosun Group will contribute RMB892.8 million in cash to subscribe for new registered capital in the amount of RMB744 million, Nanjing Steel United will contribute RMB129.6 million in cash to subscribe for new registered capital in the amount of RMB108 million, and Yuyuan Tourist Mart will contribute RMB90 million in cash to subscribe for new registered capital in the amount of RMB75 million (hereinafter referred to as the “Capital Increase ”, the “Transaction” or the “Connected Transaction”). The management of the Company was also authorized to deal with the matters in relation to the Capital Increase, including but not limited to the signing of the Capital Increase Agreement.

The Company will finance the above capital subscription by internal resources.

Upon the completion of the Capital Increase, the registered capital of Fosun Finance will increase from RMB300 million to RMB1,500 million. The shareholders of Fosun Finance and their respective shareholdings prior and after the completion of the Capital Increase are as follows:

Unit: RMB’0,000 Before Capital Increase After Capital Increase Proportion Shareholders Registered Registered Proportion of of Capital Capital Shareholdings Shareholdin

gs Fosun 2,700 20% 9% 30,000 Pharmaceutical Fosun Group 24,600 82% 99,000 66% Nanjing Steel 2,700 9% 9% 13,500 United Yuyuan 0 5% 0 7,500 Tourist Mart Total 30,000 100% 150,000 100%

The Connected Transaction does not constitute the material asset reorganization under the Measures for the Administration of Material Asset Reorganizations by Listed Companies.

Since Fosun Group is the controlling shareholder of the Company and the indirect controlling shareholder of Nanjing Steel United, and Mr. Wang Qunbin, a non-executive director of the Company, is a director of Yuyuan Tourist Mart, in accordance with the requirements of the Rules Governing the Listing of Securities on the Shanghai Stock Exchange (revised in 2014) (hereinafter referred to as the “Shanghai Listing Rules”) and the Implementation Guidelines on Connected Transaction of Companies Listed on the Shanghai Stock Exchange (hereinafter

3 referred to as the “Implementation Guidelines on Connected Transaction”), Fosun Group, Nanjing Steel United and Yuyuan Tourist Mart are all associates of the Company, therefore, the Capital Increase constitutes a connected transaction.

Upon prior approval by the independent non-executive directors, the Connected Transaction was proposed at the 44th meeting of the sixth session of the board of directors (regular meeting) of Fosun Pharmaceutical for consideration and approval. Since Mr. Chen Qiyu, an executive Director, and Mr. Guo Guangchang, Mr. Wang Qunbin, Mr. Wang Pinliang, Ms. Kang Lan and Mr. John Changzheng Ma, all non-executive directors of the Company, are serving in Fosun Group, therefore, the connected directors, namely Mr. Chen Qiyu, Mr. Guo Guangchang, Mr. Wang Qunbin, Mr. Wang Pinliang, Ms. Kang Lan and Mr. John Changzheng Ma have abstained from voting on this resolution at the Board meeting, while the remaining five directors (including four independent non-executive directors) voted in favour unanimously.

Mr. Han Jiong, Dr. Zhang Weijiong, Mr. Li Man-kiu Adrian David and Mr. Cao Huimin, all independent non-executive directors of the Company, have given their independent opinion on the connected transaction.

The connected transactions carried out between the Group and Fosun Finance throughout 2014 were as follows: Unit：RMB Description of the Transactions Amount 1 The maximum daily balance deposited by the Group in 950,370,100.00 Fosun Finance 2 The maximum daily balance of loans provided by Fosun 0 Finance to the Group 3 Fees paid by the Group to Fosun Finance for the settlement 0 and clearing services and other finance services

Note: The above ordinary connected transactions were approved at the first extraordinary meeting of the Company held in 2013.

II. Connected Parties

1. Fosun Group

Fosun Group was established in 17 November 1994, with registered address at Room 206, No. 500 Caoyang Road, Shanghai and Guo Guangchang as legal representative. The scope of Fosun Group includes development and transfer of biological and computer technology, production and distribution of in-house products as well as relevant consulting service; commissioned by Limited and its investees and affiliates, the company provides them with operating decisions and management consultation, property management consultation, procurement as well as quality control and management consultation, marketing service, product technology research and development and technical support,

4 information service and staff training and management (operating with license for requiring an administrative permit). As of the date of this announcement, the registered capital of Fosun Group is RMB3,800 million, among which, Fosun International Limited contributed RMB3,800 million, representing 100% of its equity interests.

As audited by the Shanghai branch of Ernst & Young Hua Ming LLP, as of 31 December 2013, total assets of Fosun Group amounted to RMB158,919.47 million, equity attributable to shareholders of parent amounted to RMB24,319.05 million and total liabilities amounted to RMB114,282.83 million. In 2013, Fosun Group realized operating income of RMB52,041.04 million and net profit attributable to shareholders of parent of RMB2,649.01 million (all of which are on consolidated basis).

Based on the unaudited management accounts of Fosun Group, as of 30 September 2014, total assets of Fosun Group amounted to RMB176,768.40 million, equity attributable to shareholders of parent amounted to RMB25,619.88 million and total liabilities amounted to RMB129,638.06 million. From January to September 2014, Fosun Group realized operating income of RMB35,719.86 million and net profit attributable to shareholders of parent of RMB1,213.29 million (all of which are on consolidated basis).

2. Nanjing Steel United

Nanjing Steel United was established on 24 March 2003, with registered address at Xiejiadian, Liuhe District, Nanjing and Yang Siming as legal representative. The business scope of Nanjing Steel United includes licensed operation of the examination and refill of gas cylinders; production of (compressed) oxygen, (compressed) nitrogen, (compressed) argon, oxygen and (liquefied) medical oxygen, (liquefied) nitrogen and (liquefied) argon as well as sales of self-produced products; and general operation of steel smelting, steel rolling and sales of self-produced products and the production of refractory materials and construction materials, sales, loading and transportation of self-produced products, as well as self-operation and agency on the import and of various commodities and techniques (except for those commodities limited to be operated by specified companies of the PRC and prohibited from import and export). As of the date of this announcement, the registered capital of Nanjing Steel United is RMB850 million, among which, Nanjing Nangang Iron & Steel United Co., Ltd.* (南京南钢钢 铁联合有限公司) (which is owned as to 60% by Fosun Group and its subsidiaries, namely Shanghai Fosun Industrial Investment Co., Ltd.* (上海复星产业投资有限公司) and Shanghai Fosun Industry Development Co., Ltd.* (上海复星工业发展有限公司)) contributed RMB850 million, representing 100% of its equity interests.

As audited by Talent Certified Public Accountants LLP (天衡会计师事务所（特殊普通 合伙）), as of 31 December 2013, total assets of Nanjing Steel United amounted to RMB3,980.66 million, equity attributable to shareholders of parent amounted to RMB1,229.76 million and total liabilities amounted to RMB2,758.39 million. In 2013, Nanjing Steel United realized operating income of RMB1,412.43 million and net profit attributable to shareholders of parent of RMB24.73 million (all of which are on consolidated basis).

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Based on the unaudited management accounts of Nanjing Steel United, as of 30 September 2014, total assets of Nanjing Steel United amounted to RMB4,184.18 million, equity attributable to shareholders of parent amounted to RMB1,214.93 million and total liabilities amounted to RMB2,981.11 million. From January to September 2014, Nanjing Steel United realized operating income of RMB599.92 million and net profit attributable to shareholders of parent of RMB29.41 million (all of which are on consolidated basis).

3. Yuyuan Tourist Mart

Yuyuan Tourist Mart was established on 25 November 1987, with registered address at No. 19 Wenchang Road, Shanghai and Xu Xiaoliang as legal representative. The business scope of Yuyuan Tourist Mart includes the wholesale and of gold and silver jewelry, platinum jewelry, diamond jewelry, jewelry and jade, crafts and artworks, groceries, hardware, chemical materials and products (except those specific items subject to requirements), metals, construction and decoration materials and furniture, management of catering enterprises (excluding food production and operation), corporate management, investment and assets management, social and economic consultation, organization services for large events, exhibition services, real estate development and operation, self-owned property leasing, property management, e-commerce (not to engage in value-added telecommunication and financial business), canteen (excluding cooked food and lou mei), cigarettes, self-operation and agency of the import and export of various commodities and techniques (excluding those commodities that are limited to be operated by specific companies of the PRC and prohibited from import and export), processing of imputed materials and “three-plus-one” business (i.e., processing and compensation trade), operation of re-export trading and external trading, entrusted transportation business, production of gold and silver jewelry, platinum jewelry and diamond jewelry (limited to operation by branches) (for projects subject to approval pursuant to the law, approval by relevant authorities shall be obtained prior to operation). As of 30 September 2014, the registered capital of Yuyuan Tourist Mart is RMB1,437,321,976, among which the substantial shareholders are Fosun Group (holding 12.64% of equity interest in Yuyuan Tourist Mart), Shanghai Fosun Industrial Investment Co., Ltd.* (上海复星产业投资有限公司) (a wholly-owned subsidiary of Fosun Group, holding 17.26% of shares in Yuyuan Tourist Mart) and Shanghai Yuyuan (Group) Co., Ltd.* (上海豫园（集团）有限公司) (holding 6.57% of shares in Yuyuan Tourist Mart).

As audited by Shanghai Certified Public Accountants LLP (上会会计师事务所（特殊 普通合伙）), as of 31 December 2013, total assets of Yuyuan Tourist Mart amounted to RMB13,697.34 million, equity attributable to shareholders of parent amounted to RMB6,572.06 million and total liabilities amounted to RMB6,581.77 million. In 2013, Yuyuan Tourist Mart realized operating income of RMB22,522.77 million and net profit attributable to shareholders of parent of RMB980.85 million (all of which are on consolidated basis).

Based on the unaudited management accounts of Yuyuan Tourist Mart, as of 30 September 2014, total assets of Yuyuan Tourist Mart amounted to RMB12,693.55 million, equity attributable to shareholders of parent amounted to RMB6,997.70 million and total liabilities amounted to RMB5,154.76 million. From January to September 2014, Yuyuan Tourist Mart realized operating income of RMB14,267.92 million and net profit attributable to shareholders

6 of parent of RMB583.74 million (all of which are on consolidated basis).

III. Basic Information of the Subject Entity of the Connected Transaction

Fosun Finance was established on 7 July 2011, and the registered address is Room 1602A, B & C and Room 1603A, No. 1158 Jiangning Road, Putuo District, Shanghai; its legal representative is Zhang Houlin. The business scope of the Fosun Finance includes providing member companies with financial advisory, credit verification as well as relevant consulting and agency services, assisting 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, 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 (operating with license for businesses requiring an administrative permit). As at the date hereof, the registered capital of the Fosun Finance is RMB300 million, of which, the Company contributed RMB27 million, representing 9% of the equity interest, Fosun Group contributed RMB246 million, representing 82% of the equity interest, Nanjing Steel United contributed RMB27 million, representing 9% of the equity interest.

As audited by the Shanghai Branch of Ernst and Young Hua Ming LLP, as at 31 December 2014, Fosun Finance had total assets of RMB3,967.89 million, owner’s equity of RMB447.06 million and total liabilities of RMB3,520.83 million; in 2014, Fosun Finance recorded turnover of RMB164.39 million and net profit of RMB105.45 million.

Shanghai Lixin Appraisal Co., Ltd.* (上海立信资产评估有限公司) has issued the Valuation Report on the Entire Shareholders’ Interests of Fosun Group Finance Corporation Limited* involved in the Capital Increase by Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* and Other Investors. With 31 December 2014 as the valuation date and adopting the asset-based approach, the equity interests of Fosun Finance was valued at RMB488.2226 million, excluding the proposed profit distribution of RMB128.7678 million for 2014 (the resolution on distribution proposal was approved by the board of directors of Fosun Finance on 26 February 2015 and was distributed to the existing shareholders based on the proportions of shareholding of the existing investors), while the total equity interests of Fosun Finance was valued at RMB359.4548 million (calculated on basis that RMB1 registered capital represents approximately RMB1.2 net assets).

Upon negotiation, the relevant parties agreed that the value of each unit of new capital contribution of the Capital Increase was RMB1.2, for which Fosun Pharmaceutical, Fosun Group, Nanjing Steel United and Yuyuan Tourist Mart will contribute RMB327.6 million, RMB892.8 million, RMB129.6 million and RMB90 million, respectively, to subscribe for new registered capital of Fosun Finance in the amount of RMB273 million, RMB744 million, RMB108 million and RMB75 million, respectively.

Upon the completion of the Capital Increase, the registered capital of Fosun Finance will increase to RMB1,500 million; of which, the Company contributes RMB300 million,

7 representing 20% of the equity interest, Fosun Group contributes RMB990 million, representing 66% of the equity interest, Nanjing Steel United contributes RMB135 million , representing 9% of the equity interest and Yuyuan Tourist Mart contributes RMB75 million, representing 5% of the equity interest.

IV. Status of the connected transactions between the Group and its connected parties

On the 2013 first extraordinary general meeting of the Company, the “Resolution on renewing the Financial Service Agreement with Fosun Group Finance Corporation Limited” was passed. It was agreed that the Group would renew the Financial Service Agreement with Fosun Finance. The ordinary connected transactions between the Group and Fosun Finance from 2014 to 2016 were approved thereat.

In 2014, the status of the connected transaction between the Group and Fosun Finance is set out as follows: Unit: RMB

Description of the Transactions Amount

1 The maximum daily balance of deposits by the Group 950,370,100.00 in Fosun Finance 2 The maximum daily balance of loans provided by Fosun 0 Finance to the Group 3 Fees paid by the Group to Fosun Finance for the 0 settlement and clearing services and other finance services

In 2015, the estimated status of the connected transaction between the Group and Fosun Finance is set out as follows: Unit: RMB

Description of the Transactions Amount

1 The maximum daily balance of deposits by the Group 1,000,000,000.00 in Fosun Finance 2 The maximum daily balance of loans provided by Fosun 1,000,000,000.00 Finance to the Group 3 Fees paid by the Group to Fosun Finance for the 1,000,000.00 settlement and clearing services and other finance services

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V. Purpose of the connected transaction and effect of this connected transaction on the Company

1. Upon the completion of Capital Increase, the shareholding of the Company in Fosun Finance will increase to 20% and Fosun Finance will become an associate of the Company.

2. Upon the completion of Capital Increase, the operation capital of Fosun Finance will be further replenished, which will favour the expansion of its business scope and enhance its profitability.

3. The ordinary connected transactions with Fosun Finance enable the Group to optimize financial management, increase capital utilization, reduce finance cost and mitigate financing risks. This Transaction would not adversely affect the interests of the Company and minority shareholders, and also would not affect the independence of the Company.

VI. Procedures for Consideration of the Connected Transaction

As Fosun Group is the controlling shareholder of the Company and the indirect controlling shareholder of Nanjing Steel United, and Mr. Wang Qunbin, the non-executive director of the Company, is the director of Yuyuan Tourist Mart, pursuant to the requirements under the Listing Rules and the Implementation Guidelines on Connected Transactions of Shanghai Stock Exchange, Fosun Group, Nanjing Steel United and Yuyuan Tourist Mart are all associates of the Company, and the Capital Increase constitutes a connected transaction.

The connected transaction, upon the prior approval by the independent non-executive directors, would be proposed to the 44th meeting (regular meeting) of the sixth session of the board of directors of Fosun Pharmaceutical for consideration. As the executive Director, Mr. Chen Qiyu, and non-executive directors, Mr. Guo Guangchang, Mr. Wang Qunbin, Mr. Wang Pinliang, Ms. Kang Lan, Mr. John Changzheng Ma, of the Company all serve in Fosun Group, connected directors, namely Mr. Chen Qiyu, Mr. Guo Guangchang, Mr. Wang Qunbin, Mr. Wang Pinliang, Ms. Kang Lan and Mr. John Changzheng Ma, shall abstain from voting when such resolution is voted by the Board. The remaining five directors, including four independent non-executive directors, of the Board participated in voting and unanimously passed the resolution.

The connected transaction is not subject to the approval by the general meeting of the Company.

9

The Capital Increase is subject to the approval by the Shanghai Office of China Banking Regulatory Commission.

VII. Opinions of Independent Non-executive Directors

The independent non-executive directors of the Company, namely Mr. Han Jiong, Mr. Zhang Weijiong, Mr. Li Man-kiu Adrian David and Mr. Cao Huimin, expressed the following independent opinions on the connected transaction: the connected transaction is in compliance with the requirements under relevant laws and regulations under the Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China, the Listing Rules and the Implementation Guidelines on Connected Transactions” of Shanghai Stock Exchange. The connected transaction is on normal commercial terms, and the pricing is fair and reasonable. The voting procedures are in compliance with laws, and the connected transaction does not impair the interests of Shareholders of the Company, in particular the interests of minority Shareholders.

VIII. Documents Available for Inspection

1. Resolution of the 44th meeting of the sixth session of the board of directors (regular meeting); 2. Opinions of independent non-executive directors.

Board of directors Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* (上海复星医药（集团）股份有限公司) 24 March 2015

* for identification purposes only

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