JV CONTRACT PROPOSED LEASE OF PROPERTIES

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1 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 it 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) (1) CONNECTED TRANSACTION IN RELATION TO FORMATION OF A NEW COMPANY AND (2) POSSIBLE CONTINUING CONNECTED TRANSACTION IN RELATION TO THE PROPOSED LEASE OF PROPERTIES JV CONTRACT The Board announces that, on 20 December 2017, Fosun Hospital Investment, a subsidiary of the Company, Xingshuangjian Investment and SFHIH entered into the JV Contract, pursuant to which, Fosun Hospital Investment, Xingshuangjian Investment and SFHIH agreed to establish Zhuorui Outpatient, the registered capital thereof is RMB47 million, of which Fosun Hospital Investment proposed to make cash contribution in the amount of RMB23.97 million, representing 51% of the registered capital of Zhuorui Outpatient, Xingshuangjian Investment proposed to make cash contribution in the amount of RMB million, representing 24.5% of the registered capital of Zhuorui Outpatient, and SFHIH proposed to make cash contribution in the amount of RMB million, representing 24.5% of the registered capital of Zhuorui Outpatient. PROPOSED LEASE OF PROPERTIES For the purpose of the transaction under the JV Contract, on 20 December 2017, Zhuorui Outpatient (Preparatory) intends to enter into the Lease Agreement with Zhengda Real Estate, pursuant to which Zhuorui Outpatient (as lessee) will rent the properties of the Bund International Finance Services Centre located at Huangpu District, Shanghai from Zhengda Real Estate (as lessor). The lease term shall be 36 months commencing from 1 March 2018 to 28 February 2021 (both days inclusive), which are determined after arm s length negotiation between the parties to the Lease Agreement with reference to the prevailing market rate for similar properties. 1

2 HONG KONG LISTING RULES IMPLICATIONS JV Contract As Xingshuangjian Investment and SFHIH are subsidiaries of Fosun International, the controlling shareholder of the Company, Xingshuangjian Investment and SFHIH constitute the associates of Fosun International, therefore, Xingshuangjian Investment and SFHIH constitute the connected persons of the Company under the Rule 14A.07 of the Hong Kong Listing Rules. Therefore, the transaction contemplated under the JV Contract constitutes a connected transaction of the Company under Chapter 14A of the Hong Kong Listing Rules. Given the parties to the JV Contract are the same connected persons as the parties to the Equity Purchase and Contribution Agreement dated 25 January 2017 and the Joint Venture Contract dated 27 April 2017 entered into with the Company (information and terms of which are set out in the announcements of the Company dated 25 January 2017 and 27 April 2017, respectively), the JV Contract, Joint Venture Contract and Equity Purchase and Contribution Agreement shall be aggregated pursuant to Rule 14A.81 of the Hong Kong Listing Rules. As the percentage ratio applicable to the sum of the transactions contemplated under the JV Contract, Joint Venture Contract and Equity Purchase and Contribution Agreement on an annual basis is more than 0.1% but less than 5%, according to the Hong Kong Listing Rules, the transaction contemplated under the JV Contract is subject to reporting and announcement requirements but is exempt from the independent shareholder s approval requirement under Chapter 14A of the Hong Kong Listing Rules. Proposed Lease of Properties As 50% of the equity interests of Zhengda Real Estate is indirectly owned by Fosun International, the controlling shareholder of the Company, Zhengda Real Estate constitutes an associate of Fosun International, such that Zhengda Real Estate constitutes a connected person of the Company under Rule 14A.07 of the Hong Kong Listing Rules. Therefore, the transaction contemplated under the Lease Agreement constitutes a continuing connected transaction of the Company under Chapter 14A of the Hong Kong Listing Rules. Given the parties to the Lease Agreement are the same connected persons as the parties to the Framework Tenancy Agreements dated 28 March 2017 (information and terms of which are set out in the announcement of the Company dated 28 March 2017), the Lease Agreement and Framework Tenancy Agreement shall be aggregated pursuant to Rule 14A.81 of the Hong Kong Listing Rules. As the percentage ratio applicable to the sum of the transactions contemplated under the Lease Agreement and Framework Tenancy Agreement on an annual basis is more than 0.1% but less than 5%, according to the Hong Kong Listing Rules, the transaction under the Lease Agreement is subject to reporting and announcement requirements but is exempt from the independent shareholders approval requirement under Chapter 14A of the Hong Kong Listing Rules. 2

3 A. JV CONTRACT On 20 December 2017, Fosun Hospital Investment, a subsidiary of the Company, Xingshuangjian Investment and SFHIH entered into the JV Contract. Under the JV Contract, Fosun Hospital Investment, Xingshuangjian Investment and SFHIH agreed to establish Zhuorui Outpatient, the registered capital thereof, is RMB47 million, of which Fosun Hospital Investment shall account for 51% with proposed cash contribution of RMB23.97 million, Xingshuangjian Investment and SFHIH shall account for 24.5% with proposed cash contribution of RMB million respectively. The principal terms of the JV Contract are set out below: Date 20 December 2017 Parties (1) Fosun Hospital Investment; (2) Xingshuangjian Investment; and (3) SFHIH. Upon formation, Zhuorui Outpatient will become a for-profit medical institution. Zhuorui Outpatient will import domestic and overseas quality medical resources and provide medical services based on body check, general practice and specialist practice out-patient. Upon the establishment of Zhuorui Outpatient, it will become a subsidiary of the Company. Consideration The consideration under the JV Contract to be paid by Fosun Hospital Investment is the subscribed registered capital of RMB21.5 million, and all of its subscribed registered capital shall be paid by 31 December The investment amount under the JV Contract to be paid by Fosun Hospital Investment will be funded by its self-raised funds. Board Composition The board of directors of Zhuorui Outpatient shall comprise 5 directors, of which 3 directors shall be appointed by Fosun Hospital Investment, 1 director shall be appointed by Xingshuangjian Investment and 1 director shall be appointed by SFHIH. The chairman of the board of directors shall be designated by Fosun Hospital Investment from the directors appointed thereby and shall serves as the legal representative. The Effectiveness of JV Contract The JV Contract shall become effective from the date of signing. 3

4 B. PROPOSED LEASE OF PROPERTIES For the purpose of the transaction under the JV Contract, Zhuorui Outpatient intends to enter into the Lease Agreement with Zhengda Real Estate. The principal terms of the Lease Agreement are set out below: Date : 20 December 2017 Lessor : Zhengda Real Estate Lessee : Zhuorui Outpatient Property : Within the Bund International Finance Services Centre, includes (1) Units 01, 02, 03, 04, 05, 06 and 07, 6th Floor (actual floor: 5th Floor), Building 1, No. 600 Zhongshan East Second Road, Huangpu District, Shanghai; and (2) the property at 6th Floor (actual floor: 5th Floor), No. 618 Zhongshan East Second Road, Huangpu District, Shanghai Leased area : 2, square meter Rental : (1) the total rental for the first year (from 1 March 2018 to 28 February 2019, including a 6-month renovation period) is approximately RMB4.18 million; (2) the total rental for the second year (being 1 March 2019 to 29 February 2019) is approximately RMB8.40 million; (3) the total rental for the third year (being 1 March 2020 to 28 February 2021) is approximately RMB8.90 million; The rental is determined after arm s-length negotiation between the parties to the Lease Agreement with reference to the market rental rate for similar properties. 4

5 Property management fee : The total property management fees to be paid by Zhuorui Outpatient to the property management company designated by Zhengda Real Estate is approximately RMB3.74 million, of which: (1) the total property management fee during the first stage (a 6- month renovation period, from 1 March 2018 to 31 August 2018) is approximately RMB0.49 million; (2) the total property management fee during the second stage (30 months in aggregate, being 1 September 2018 to 28 February 2021) is approximately RMB3.25 million. Term : 36 months from 1 March 2018 to 28 February 2021 (both days inclusive). Preferential right for renewal : Zhengda Real Estate agreed to provide Zhuorui Outpatient with renewal option for three times; Zhuorui Outpatient shall issue an irrevocable written application for continual leasing of the property to Zhengda Real Estate 6 months prior the expiration of every lease term, both parties shall then sign another written document for renewal to agree on renewal term and commercial terms including rental. Proposed Annual Caps The annual caps of the Lease Agreement are set out below: From 1 March 2018 to 28 February 2019 From 1 March 2019 to 29 February 2020 From 1 March 2020 to 28 February 2021 Proposed Annual Caps RMB5.34 million RMB9.71 million RMB10.20 million Note: assuming the commencement date of the lease is 1 March 2018 C. REASON FOR AND BENEFITS OF ENTERING INTO THE JV CONTRACT AND LEASE AGREEMENT Such transaction is in response to and in line with the national policy of hierarchical medical treatment system; this transaction is conductive to enriching the layout of the Group s clinic network, enhancing the brand value, and further facilitating the development of the Group s medical service business and the layout of a big health industry region. 5

6 The Directors (including the independent non-executive directors) consider that terms of the JV Contract and Lease Agreement are on normal commercial terms, and are fair and reasonable and in the interests of the Company and its Shareholders as a whole. The Directors, including Mr. Chen Qiyu, Mr. Guo Guangchang, Mr. Wang Qunbin, Ms. Kang Lan and Mr. Wang Can, have abstained from voting on the resolutions in relation to the JV Contract, the Lease Agreement and the transactions contemplated thereunder, the 6 remaining Directors (including 4 independent non-executive directors) of the Board participated in the voting and approved unanimously. D. INFORMATION ABOUT THE PARTIES Fosun Hospital Investment Fosun Hospital Investment is a company incorporated in PRC with limited liability, and a subsidiary of the Company. The business nature of Fosun Hospital Investment is principally engaged in the investment in medical and healthcare industry and its related areas, including the pharmaceutical and healthcare industry and pharmaceutical and educational industry; performance of the hospital management as entrusted by medical and healthcare institutions; provision of hospital management consultancy (except brokerage) (projects that are legally required to be approved, only carrying out business activities after obtaining the approval by relevant departments). Xingshuangjian Investment Xingshuangjian Investment is a company incorporated in the PRC with limited liability, and a subsidiary of Fosun International, the indirect controlling shareholder of the Company. Xingshuangjian Investment is mainly engaged in investment management, asset management, industrial investment, investment consultancy, corporate management consultancy, business information consultancy and real estate consultancy (excluding acting as agent for the relevant consultancy services), financial consultancy, health information management (excluding medical treatment activities, psychological counseling), marketing planning, conference services and property management. SFHIH SFHIH is a company incorporated in the PRC with limited liability, and a subsidiary of Fosun High Tech, the controlling shareholder of the Company. The principal business of SFHIH includes health industry investment management, health management consultancy, elderly care investment management, business consultancy, market information consultancy and survey (not allowed to conduct social survey, social survey and research, public opinion survey and opinion poll), e- commerce (no allowed to conduct financial business) (projects that are legally required to be approved, only carrying out business activities after obtaining the approval by relevant departments). 6

7 Zhengda Real Estate Zhengda Real Estate is a company incorporated in the PRC with limited liability and is mainly engaged in real estate development. E. HONG KONG LISTING RULES IMPLICATIONS JV Contract As Xingshuangjian Investment and SFHIH are subsidiaries of Fosun International, the controlling shareholder of the Company, Xingshuangjian Investment and SFHIH constitute the associates of Fosun International, therefore, Xingshuangjian Investment and SFHIH constitute the connected persons of the Company under the Rule 14A.07 of the Hong Kong Listing Rules. Therefore, the transaction contemplated under the JV Contract constitutes a connected transaction of the Company under Chapter 14A of the Hong Kong Listing Rules. Given the parties to the JV Contract are the same connected persons as the parties to the Equity Purchase and Contribution Agreement dated 25 January 2017 and the Joint Venture Contract dated 27 April 2017 entered into with the Company (information and terms of which are set out in the announcements of the Company dated 25 January 2017 and 27 April 2017, respectively), the JV Contract, JV Contract and Equity Purchase and Contribution Agreement shall be aggregated pursuant to Rule 14A.81 of the Hong Kong Listing Rules. As the percentage ratio applicable to the sum of the transactions contemplated under the JV Contract, Joint Venture Contract and Equity Purchase and Contribution Agreement on an annual basis is more than 0.1% but less than 5%, according to the Hong Kong Listing Rules, the transaction contemplated under the JV Contract is subject to reporting and announcement requirements but is exempt from the independent shareholder s approval requirement under Chapter 14A of the Hong Kong Listing Rules. Proposed Lease of Properties As 50% of the equity interests of Zhengda Real Estate is indirectly owned by Fosun International, the controlling shareholder of the Company, Zhengda Real Estate constitutes an associate of Fosun International, such that Zhengda Real Estate constitutes a connected person of the Company under Rule 14A.07 of the Hong Kong Listing Rules. Therefore, the transaction contemplated under the Lease Agreement constitutes a continuing connected transaction of the Company under Chapter 14A of the Hong Kong Listing Rules. Given the parties to the Lease Agreement are the same connected persons as the parties to the Framework Tenancy Agreements dated 28 March 2017 (information and terms of which are set out in the announcement of the Company dated 28 March 2017), the Lease Agreement and Framework Tenancy Agreement shall be aggregated pursuant to Rule 14A.81 of the Hong Kong Listing Rules. As the percentage ratio applicable to the sum of the transactions contemplated under the Lease Agreement and the Framework Tenancy Agreement on an annual basis is more than 0.1% but less 7

8 than 5%, according to the Hong Kong Listing Rules, the transaction under the Lease Agreement is subject to reporting and announcement requirements but is exempt from the independent shareholders approval requirement under Chapter 14A of the Hong Kong Listing Rules. F. DEFINITION Unless the context otherwise requires, the following expressions shall have the following meanings in this announcement: A Share(s) Board Company connected person(s) Director(s) Equity Purchase and Contribution Agreement Fosun International Fosun Golden FosunHighTech the domestic share(s) of the Company with a nominal value of RMB1 each, which are listed on the Shanghai Stock Exchange and traded in RMB the board of Directors of the 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 has the meaning ascribed to it under the Hong Kong Listing Rules the director(s) of the Company the equity purchase and contribution agreement dated 25 January 2017 and entered into between Fosun Industrial, Fosun Industry Holding, PBM, PBM Capital and the Target Company, the details of which are set out in the announcement of the Company dated 25 January 2017 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), the indirect controlling shareholder of the Company Fosun Golden Corona Finance Company Limited ( 復星金冠金融有限公司 ), a company incorporated in Hong Kong with limited liability which is indirectly wholly-owned by Fosun International Shanghai Fosun High Technology (Group) Company Limited* ( 上 海復星高科技 ( 集團 ) 有限公司 ), a limited liability company established in the PRC, the controlling shareholder of the Company 8

9 SFHIH Fosun Hospital Investment Group H Share(s) Hong Kong Hong Kong Listing Rules Hong Kong Stock Exchange JV Contract Joint Venture Contract Lease Agreement Shanghai Fosun Health Industry Holding Company Limited* ( 上海復星健康產業控股有限公司 ), a company incorporated in the PRC with limited liability which is wholly-owned by Fosun High Tech Shanghai Fosun Hospital Investment (Group) Co., Ltd.* ( 上海復星醫院投資 ( 集團 ) 有限公司 ), a subsidiary of the Company the Company and its subsidiaries the overseas listed foreign share(s) of the Company with a nominal value of RMB1 each, which are listed on the Hong Kong Stock ExchangeandtradedinHongKongdollars the Hong Kong Special Administrative Region of the PRC the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited The Stock Exchange of Hong Kong Limited a joint contribution contract dated20december2017andentered into between Fosun Hospital Investment, Xingshuangjian Investment and SFHIH in relation to the establishment of the joint venture of Zhuorui Outpatient a sino-foreign joint venture contract dated 27 April 2017 and entered into between Fosun Pingyao, Xingxin Investment and Fosun Golden in relation to the establishment of the new company, the details of which are set out in the announcement of the Company dated 27 April 2017 a lease agreement dated 20 December 2017 and entered into between Zhuorui Outpatient (Preparatory) as lessee and Zhengda Real Estate as lessor in relation to the properties PRC the People s Republic of China, for the purpose of this announcement, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan RMB Shareholder(s) Share(s) Renminbi, the lawful currency of the PRC holder(s) of the Shares A Share(s) and H Share(s) 9

10 Xingshuangjian Investment Zhengda Real Estate Shanghai Xingshuangjian Investment Management Co., Ltd.* ( 上海星雙健投資管理有限公司 ), a company established in the PRC with limited liability which is indirectly wholly-owned by Fosun High Tech Shanghai Zhengda Bund International Finance Services Centre Real Estate Company Limited* ( 上海證大外灘國際金融服務中心置業有限公司 ), a company incorporated in the PRC with limited liability, 50% equity interests of which is held indirectly by Fosun International Zhuorui Outpatient Shanghai Zhuorui Integrated Outpatient Limited Company* ( 上海卓瑞綜合門診部有限公司 ) (Preparatory; a temporary company name, subject to the approval of relevant registration authorities), a company proposed to be incorporated under the PRC law with limited liability % per cent. Shanghai, the People s Republic of China 20 December 2017 By Order of the Board Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* Chen Qiyu Chairman As at the date of this announcement, the executive directors of the Company are Mr. Chen Qiyu, Mr. Yao Fang and Mr. Wu Yifang; the non-executive directors of the Company are Mr. Guo Guangchang, Mr. Wang Qunbin, Ms. Kang Lan and Mr. Wang Can; and the independent non-executive directors of the Company are Mr. Cao Huimin, Mr. Jiang Xian, Dr. Wong Tin Yau Kelvin and Mr. Wai Shiu Kwan Danny. * for identification purposes only 10