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股 份 有 限 公 司 Shanghai Fosun Pharmaceutical (Group)

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股 份 有 限 公 司 Shanghai Fosun Pharmaceutical (Group) 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 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) 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. 1 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
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