THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Shanghai Fosun Pharmaceutical (Group) Co., Ltd.*, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agents through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s). Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular. 上 海 復 星 醫 藥（ 集 團 ）股 份 有 限 公 司 Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* (a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 02196) REPORT ON THE USE OF PROCEEDS PREVIOUSLY RAISED AND NOTICE OF EGM A letter from the Board is set out on pages 3 to 5 of this circular. The notice convening the EGM of Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* to be held at 1:30 p.m. on Wednesday, 14 July 2021 at Shanghai Film Art Center, No. 160 Xinhua Road, Shanghai, the PRC is set out on pages EGM-1 to EGM-2 of this circular. A form of proxy for use at the EGM is enclosed herewith and also published on the websites of the Hong Kong Stock Exchange (http://www.hkexnews.hk) and of the Company (http:// www.fosunpharma.com). Whether or not you are able to attend the said meeting, you are reminded to complete, sign and return the form of proxy enclosed, in accordance with the instructions printed thereon. The form of proxy shall be lodged at the Company’s Hong Kong share registrar for H Shares, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 24 hours before the holding of the EGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM should you so wish. * for identification purposes only 23 June 2021 CONTENTS Page Definitions ........................................................................ 1 Letter from the Board .............................................................. 3 Appendix — Report on the Use of Proceeds Previously Raised .................. I-1 Notice of EGM .................................................................... EGM-1 – i – DEFINITIONS Unless the context otherwise requires, the following expressions in this circular shall have the following meanings: ‘‘A Share(s)’’ domestic share(s) with a nominal value of RMB1.00 each in the share capital of the Company, which is (are) listed on the Shanghai Stock Exchange and traded in RMB ‘‘Board’’ the board of directors of the Company ‘‘Company’’ Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* (上海復星 醫藥(集團)股份有限公司), a joint stock company established in the PRC with limited liability, the H Shares and A Shares of which are listed and traded on the main board of the Hong Kong Stock Exchange and the Shanghai Stock Exchange, respectively ‘‘CSRC’’ China Securities Regulatory Commission (中國證券監督管理 委員會) ‘‘Director(s)’’ the director(s) of the Company ‘‘EGM’’ the 2021 second extraordinary general meeting of the Companytobeheldat1:30p.m.onWednesday,14July 2021 at Shanghai Film Art Center, No. 160 Xinhua Road, Shanghai, the PRC (or any adjournment thereof) ‘‘Group’’ the Company and its subsidiaries ‘‘HShares’’ overseas listed foreign share(s) in the ordinary share capital of the Company, with a nominal value of RMB1.00 each, which are listed on the Hong Kong Stock Exchange and traded in Hong Kong dollars ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of China ‘‘Hong Kong Listing Rules’’ the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ‘‘Hong Kong Stock Exchange’’ The Stock Exchange of Hong Kong Limited – 1 – DEFINITIONS ‘‘Proposed Non-public Issuance’’ the proposed non-public issuance of no more than 5% of the total number of the Shares prior to the Proposed Non-public Issuance (i.e. no more than 128,144,927 A Shares (inclusive) calculated on the basis of the total number of the Shares as at the date of the first Board resolution approving the Proposed Non-public Issuance) to no more than 35 particular investors by the Company, which was approved by the Shareholders at the general meeting of the Company held on 29 December 2020. Further details please refer to the circular of the Company dated 8 December 2020 ‘‘PRC’’ or ‘‘China’’ the People’s Republic of China, for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region and Taiwan region ‘‘Report on the Use of Proceeds Report on the Use of Proceeds Previously Raised as at 31 Previously Raised’’ December 2020 of Shanghai Fosun Pharmaceutical (Group) Co., Ltd.*《 ( 上海復星醫藥(集團)股份有限公司截至2020年12 月31日前次募集資金使用情況報告》) ‘‘RMB’’ Renminbi, the lawful currency of the PRC ‘‘Shareholder(s)’’ holder(s) of Share(s) ‘‘Share(s)’’ share(s) of the Company, including H Shares and A Shares ‘‘subsidiary(ies)’’ has the meaning ascribed to it under the Hong Kong Listing Rules ‘‘%’’ per cent – 2 – LETTER FROM THE BOARD 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) Executive Director: Registered Office: Mr. WU Yifang (Chairman and CEO) 9th Floor, No. 510 Caoyang Road Non-executive Directors: Putuo District Mr. CHEN Qiyu Shanghai, 200063, China Mr. YAO Fang Mr. XU Xiaoliang Headquarters: Mr. GONG Ping Building A Mr. PAN Donghui No. 1289 Yishan Road Mr. ZHANG Houlin Shanghai, 200233, China Independent Non-executive Directors: Principal Place of Business Ms. LI Ling in Hong Kong: Mr. TANG Guliang Level 54 Mr. WANG Quandi Hopewell Centre Mr. YU Tze Shan Hailson 183 Queen’sRoadEast Hong Kong 23 June 2021 To the Shareholders Dear Sir or Madam, REPORT ON THE USE OF PROCEEDS PREVIOUSLY RAISED AND NOTICE OF EGM I. INTRODUCTION The purpose of this circular is to give you notice of the EGM enclosed herewith, and to provide you with information regarding resolution to be proposed at the EGM regarding the Report on the Use of Proceeds Previously Raised to enable you to make informed decisions on whether to vote for or against the proposed resolution at the EGM. – 3 – LETTER FROM THE BOARD II. REPORT ON THE USE OF PROCEEDS PREVIOUSLY RAISED Reference is made to the circular of the Company dated 8 December 2020 in relation to, among others, the Proposed Non-public Issuance, which was approved by the Shareholders at the general meeting of the Company on 29 December 2020. In accordance with the relevant requirements under the Regulation on the Report on the Use of Proceeds Previously Raised (Zheng Jian Fa Xing Zi [2007] No. 500)*《 ( 關於前次募集資金使用 情況報告的規定》（證監發行字[2007]500號）) of the CSRC, the Company has prepared the updated Report on the Use of Proceeds Previously Raised, and Ernst & Young Hua Ming LLP has issued the Assurance Report on the Use of Proceeds Previously Raised of Shanghai Fosun Pharmaceutical (Group) Co., Ltd.*《 ( 上海復星醫藥(集團)股份有限公司前次募集資金使用情況鑒證報告》). Full text of the Report on the Use of Proceeds Previously Raised is set out in the Appendix to this circular. In case of any discrepancy between the Chinese version and its English translation, the Chinese version shall prevail. The Report on the Use of Proceeds Previously Raised is subject to the approval of the Shareholders in accordance with the relevant laws and regulations of the PRC. The resolution will be submitted to Shareholders for consideration and approval at the EGM as a special resolution. III. EGM The notice convening the EGM to be held at 1:30 p.m. on Wednesday, 14 July 2021 at Shanghai Film Art Center, No. 160 Xinhua Road, Shanghai, the PRC is set out on pages EGM-1 to EGM-2 of this circular. A form of proxy for use at the EGM is enclosed herewith and also published on the websites of the Hong Kong Stock Exchange (http://www.hkexnews.hk) and of the Company (http://www.fosunpharma.com). IV. CLOSURE OF REGISTER OF MEMBERS For the purpose of determining the entitlement of H Shareholders to attend and vote at the EGM, the register of members of the Company for H Shares will be closed from Friday, 9 July 2021 to Wednesday, 14 July 2021, both days inclusive. In order to qualify for attending and voting at the EGM, unregistered H Shareholders should ensure that all transfer documents for H Shares together with the relevant share certificates should be lodged for registration with the Company’s Hong Kong share registrar for H Shares, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4:30 p.m. on Thursday, 8 July 2021. V. VOTING BY POLL Pursuant to Rule 13.39(4) of the Hong Kong Listing Rules, the resolution put forward at the EGM will be voted on by poll except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.