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 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 2016 BOARD REPORT 2016 SUPERVISORY COMMITTEE REPORT 2016 FINAL ACCOUNTS REPORT 2016 PROFIT DISTRIBUTION PROPOSAL 2016 RE-APPOINTMENT OF AUDITORS RPT REPORT APPRAISAL RESULTS APPRAISAL PROGRAM ENTRUSTED LOAN/BORROWING QUOTA TOTAL BANK CREDIT APPLICATIONS AUTHORIZATION TO DISPOSE OF LISTED SECURITIES MANDATE TO ISSUE INTERBANK MARKET DEBT FINANCING INSTRUMENTS COMPLIANCE WITH CONDITIONS FOR PROPOSED ISSUANCE OF CORPORATE BONDS PROPOSED ISSUANCE OF CORPORATE BONDS AUTHORIZATION OF CORPORATE BONDS ADOPTION OF SHANGHAI HENLIUS SHARE OPTION INCENTIVE SCHEME AMENDMENTS TO THE MANAGEMENT SYSTEM OF CONNECTED TRANSACTIONS EXTERNAL GUARANTEES GRANT OF GENERAL MANDATE TO ISSUE A SHARES AND/OR H SHARES AND NOTICE OF AGM A letter from the Board is set out on pages 7 to 18 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 Thursday, 29 June 2017 at 1:00 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. Friday, 9 June 2017) 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 11 May 2017 CONTENTS Page Definitions ........................................................ 1 Letter from the Board ............................................... 7 Appendix I – Board Report 2016.............................. I-1 Appendix II – Supervisory Committee Report 2016................ II-1 Appendix III – Final Accounts Report 2016....................... III-1 Appendix IV – RPT 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 – Mandate to Issue Interbank Market Debt Financing Instruments ................................. IX-1 Appendix X – Proposed Issuance of Corporate Bonds ............. X-1 Appendix XI – Authorization of Corporate Bonds ................. XI-1 Appendix XII – Principal Terms of Shanghai Henlius Share Option Incentive Scheme ............................. XII-1 Appendix XIII – Amendments to Management System of Connected Transactions ................................ XIII-1 Appendix XIV – External Guarantees ............................ XIV-1 Appendix XV – Grant of General Mandate to Issue A Shares and/or H Shares ................................... XV-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 Thursday, 29 June 2017 at 1:00 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 “Board Rules” the Rules of Procedures of the Board Meetings of the Company “Business Day” any day (excluding Saturday and Sunday) on which banks in Hong Kong are generally open for business “CFDA’ China Food and Drug Administration (國家食品藥品監督 管理總局) “Chongqing Pharma” Chongqing Pharmaceutical (Group) Company Limited* (重慶醫藥(集團)股份有限公司) “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 –1– DEFINITIONS “CSRC” China Securities Regulatory Commission “Dalian Aleph” Dalian Aleph Biomedical Co., Ltd.* (大連雅立峰生物製 藥有限公司), a limited liability company incorporated in the PRC, and a subsidiary of the Company “Director(s)” the director(s) of the Company “Erye Pharmaceutical” Suzhou Erye Pharmaceutical Co., Ltd.* (蘇州二葉製藥有 限公司), a limited liability company incorporated in the PRC, and a subsidiary of the Company “Exercise Period” a term of 10 years commencing from the date of grant of options under Shanghai Henlius Share Option Incentive Scheme, during which the options are exercisable “Exercise Price” the exercise price of Initial Options to be granted under Shanghai Henlius Share Option Incentive Scheme to subscribe for shares of Shanghai Henlius “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 “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 Hospital Investment” Shanghai Fosun Hospital Investment (Group) Co., Ltd.* (上海復星醫院投資(集團)有限公司), a limited liability company incorporated in the PRC, and a subsidiary of the Company “Fosun Industrial” Fosun Industrial Co., Limited, a company incorporated in Hong Kong with limited liability, and a subsidiary of the Company –2– DEFINITIONS “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 “Fosun Pharmaceutical Shanghai Fosun Pharmaceutical Industrial Development Industrial” Company Limited* (上海復星醫藥產業發展有限公司), a limited liability company incorporated in the PRC, and a subsidiary of the Company “General Mandate to Issue A the general mandate to allot, issue or otherwise deal with 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 “Handan Pharmaceutical” Handan Pharmaceutical Co., Ltd.* (邯鄲製藥股份有限公 司), a joint stock limited company incorporated in the PRC “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 –3– DEFINITIONS “Hubei Shine Star” Shine Star (Hubei) Biological Engineering Company Limited* (湖北新生源生物工程股份有限公司),