Fosun International : CONNECTED TRANSACTION – ISSUE OF NEW SHARES UNDER THE SHARE AWARD SCHEME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

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 AND NOTICE OF EXTRAORDINARY GENERAL MEETING Independent Financial Adviser to the Shareholders of the Company

A notice convening the EGM of the Company to be held on Tuesday, 6 June 2017 at 10:30 a.m. (or as soon as the annual general meeting of the Company convened at the same date and place shall conclude or adjourn) at Grand Ballroom, 1st Floor, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong is set out on pages 29 to 31 of this circular and a form of proxy for the EGM is despatched together with this circular. Whether or not you are able to attend the EGM, 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 EGM 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 13 of this circular.

A letter from Dakin Capital Limited, the Independent Financial Adviser to the Shareholders, containing its advice to the Shareholders is set out on pages 14 to 23 of this circular.

19 May 2017

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Letter of advice from Dakin Capital Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Appendix - General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

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

"Announcement" announcement made on 4 May 2017 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 of the Company to 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

"Dakin Capital or "Independent Financial Adviser"

Dakin Capital Limited, a corporation licensed by the SFC to conduct Type 6 (advising on corporate finance) regulated activity under the SFO, the independent financial adviser appointed to advise the Independent Shareholders in respect the issue of the New Award Shares to the Trustee

"Director(s)" the director(s) of the Company

"EGM" an extraordinary general meeting of the Company to be held at 10:30 a.m. (or as soon as the annual general meeting of the Company convened at the same date and place shall conclude or adjourn) on Tuesday, 6 June 2017 at Grand Ballroom, 1st Floor, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong, to consider and, if appropriate, to approve the resolutions contained in the notice of EGM which is set out on pages 29 to 31 of this circular, or any adjournment thereof

"Existing Award Shares" the 669,800 Award Shares which had lapsed before

vesting under the 2015 Award and the 2016 Award

"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 EGM to approve the Award

"Latest Practicable Date" 12 May 2017, being the latest practicable date prior to the

printing of this circular for the purpose of ascertaining certain information contained in this circular

"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 4,605,200 new Shares pursuant to the Specific Mandate to be obtained in the EGM

"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 65 eligible persons selected by the Board for

participation in the Share Award Scheme in respect of the award of the Award Shares