Fosun International : CONNECTED TRANSACTION - ISSUE OF NEW SHARES UNDER THE SHARE AWARD SCHEME

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 of Fosun International Limited, you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or the transferee.

This circular is for information only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities mentioned herein.

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.

CONNECTED TRANSACTION

ISSUE OF NEW SHARES

UNDER THE SHARE AWARD SCHEME

Independent Financial Adviser to the Shareholders of the Company

A notice convening the AGM of the Company to be held at 10:00 a.m. on Wednesday, 5 June 2019 at Grand Ballroom, 3/F, Wanda Reign on the Bund, 538 Zhong Shan Dong Er Road, Huangpu District, Shanghai, China and Grand Ballroom 1 & 2, Level B, Hong Kong Ocean Park Marriott Hotel, 180 Wong Chuk Hang Road, Aberdeen, Hong Kong concurrently by video conference as set out in the general mandate circular of the Company and a form of proxy are despatched together with this circular. Whether or not you are able to attend the AGM, you are requested to complete, sign and return the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the enclosed form of proxy will not preclude you from attending and voting in person at such meeting or any adjournment meeting should you so wish.

A letter from the Board is set out on pages 4 to 15 of this circular.

A letter from Lego Corporate Finance Limited, the Independent Financial Adviser, containing its advice to the Shareholders is set out on pages 16 to 28 of this circular.

26 April 2019

CONTENTS
	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Letter of advice from Lego Corporate Finance Limited . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
Appendix - General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	29

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

"2015 Award"	the grant of 4,620,000 Award Shares to 71 Selected Participants in
	2015 under the Share Award Scheme
"2016 Award"	the grant of 5,410,000 Award Shares to 69 Selected Participants in
	2016 under the Share Award Scheme
"2017 Award"	the grant of 5,275,000 Award Shares to 65 Selected Participants in
	2017 under the Share Award Scheme
"2018 Award"	the grant of 5,902,000 Award Shares to 70 Selected Participants in
	2018 under the Share Award Scheme
"2019 Award"	the grant of 6,283,000 Award Shares to 92 Selected Participants in
	2019 under the Share Award Scheme
"AGM"	the annual general meeting of the Company to be convened and
	held for considering and approving, among others, the Award and
	the Specific Mandate
"Announcement"	announcement made on 27 March 2019 in relation to, among
	others, the issue of new Shares under the Share Award Scheme
"associate(s)"	has the meaning ascribed to this term under the Listing Rules
"Award"	the award of the Award Shares to the Selected Participants
"Award Shares"	the Shares be awarded to the Selected Participants under the Share
	Award Scheme, which, for the avoidance of doubt, includes the
	New Award Shares
"Board"	the board of Directors
"Company"	Fosun International Limited, a company incorporated under the
	laws of Hong Kong and whose Shares are listed and traded on the
	main board of the Stock Exchange (Stock Code: 00656)
"connected persons"	has the meaning ascribed to this term under the Listing Rules
"Director(s)"	the director(s) of the Company
"Existing Award Shares"	the 309,250 Award Shares which had lapsed before vesting under
	the 2016 Award, 2017 Award and 2018 Award

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	DEFINITIONS
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollar(s), the official currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Independent Shareholders"	Shareholders which are not required to abstain from voting at the
	AGM to approve the 2019 Award
"Latest Practicable Date"	17 April 2019, being the latest practicable date prior to the printing
	of this circular for the purpose of ascertaining certain information
	contained in this circular
"Lego or Independent Financial	Lego Corporate Finance Limited, a licensed corporation to conduct
Adviser"	Type 6 (advising on corporate finance) regulated activity under the
	SFO, the independent financial adviser to the Shareholders
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"New Award Shares"	the Award Shares to be settled by way of issue and allotment of
	5,973,750 new Shares pursuant to the Specific Mandate to be
	obtained in the AGM
"PRC"	the People's Republic of China
"Returned Shares"	such Award Shares that are not vested and/or are forfeited in
	accordance with the terms of the Share Award Scheme, or such
	Shares being deemed to be Returned Shares under the rules of the
	Share Award Scheme
"Selected Participants"	the eligible persons selected by the Board for participation in the
	Share Award Scheme in respect of the award of the Award Shares
"SFC"	the Securities and Futures Commission of Hong Kong
"SFO"	the Securities and Futures Ordinance, Chapter 571 of the Laws of
	Hong Kong
"Share(s)"	ordinary share(s) of the Company
"Share Award Scheme"	the share award scheme adopted by the Company on 25 March
	2015, as amended from time to time, which, for the avoidance of
	doubt, includes 2015 Award, 2016 Award, 2017 Award, 2018
	Award and 2019 Award

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	DEFINITIONS
"Shareholder(s)"	holder(s) of the issued Share(s)
"Specific Mandate"	a specific mandate to be sought from the Shareholders at the AGM
	to issue and allot the New Award Shares
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Trust"	the trust constituted by the Trust Deed entered into between the
	Company and the Trustee, to service the Share Award Scheme
"Trust Deed"	a trust deed entered into between the Company and the Trustee (as
	restated, supplemented and amended from time to time) in respect
	of the appointment of the Trustee for the administration of the
	Share Award Scheme
"Trustee"	Computershare Hong Kong Trustees Limited
"%"	per cent

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