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 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 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, 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 –4– LETTER FROM THE BOARD I.