Fosun International : PROPOSED ADOPTION OF THE YUYUAN TRANCHE II SHARE OPTION INCENTIVE 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 in Fosun International Limited, you should at once hand this circular 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.

PROPOSED ADOPTION OF THE YUYUAN TRANCHE II

SHARE OPTION INCENTIVE SCHEME

A notice convening the AGM to be held at 10 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 the general mandate circular. Such form of proxy is also published on the websites of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company (www.fosun.com). 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.

25 April 2019

CONTENTS
Contents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	i
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Appendix I - Summary of the principal terms of the Yuyuan Tranche
II Share Option Incentive Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9

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DEFINITIONS

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

"AGM"	The annual general meeting of the Company to be held at 10 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
"Board"	the board of Directors
"Business Day(s)"	any day (excluding Saturday and Sunday) on which the Hong Kong
	Stock Exchange generally is open for business of dealing in
	securities
"Company" or	Fosun International Limited (復星國際有限公司), a company
"Fosun International"	incorporated in Hong Kong with limited liability, the shares of
	which are listed on the Main Board of the Hong Kong Stock
	Exchange
"CSRC"	China Securities Regulatory Commission
"Date of Grant"	the date on which an Offer is made to a Participant which shall be a
	trading day on the SSE
"Director(s)"	the director(s) of the Company
"Exercise Period"	the period during which a Grantee may exercise the Options in
	accordance with the terms of the Yuyuan Tranche II Share Option
	Incentive Scheme
"Exercise Price"	the price per Yuyuan Share at which a Grantee may subscribe for
	the Yuyuan Shares upon the exercise of an Option
"Grantee(s)"	any Participant who accepts an Offer in accordance with the terms
	and conditions of the Yuyuan Tranche II Share Option Incentive
	Scheme
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Hong Kong Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Latest Practicable Date"	17 April 2019, the latest practicable date prior to the printing of this
	circular for ascertaining certain information contained herein

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	DEFINITIONS
"Listing Rules"	The Rules Governing the Listing of Securities on the Hong Kong
	Stock Exchange
"Offer"	the offer of the grant of an Option made in accordance with the
	Yuyuan Tranche II Share Option Incentive Scheme
"Option(s)"	option(s) granted to subscribe for the Yuyuan Shares pursuant to
	the Yuyuan Tranche II Share Option Incentive Scheme
"Participant(s)"	means the core management of the wholly owned subsidiary of
	Yuyuan
"PRC"	the People's Republic of China, which for the purpose of this
	circular only, excludes Hong Kong, Macau Special Administrative
	Region of the People's Republic of China and Taiwan
"PRC Company Law"	the Company Law of the PRC (中華人民共和國公司法), as
	amended, supplemented or otherwise modified from time to time
"PRC Equity Incentives Measures"	the Measures for the Administration of Equity Incentives of Listed
	Companies of the PRC (中華人民共和國上市公司股權激勵管理辦
	法), as amended, supplemented or otherwise modified from time to
	time
"PRC Securities Law"	the Securities Laws of the PRC (中華人民共和國證券法), as
	amended, supplemented or otherwise modified from time to time
"RMB"	Renminbi, the lawful currency of the PRC
"Share(s)"	ordinary share(s) of the Company
"Shareholder(s)"	holder(s) of the Share(s)
"SSE"	The Shanghai Stock Exchange
"Yuyuan"	Shanghai Yuyuan Tourist Mart Co., Ltd.* (上海豫園旅遊商城股份
	有限公司), a limited liability company incorporated in the PRC,
	whose A shares are listed on the SSE (stock code: 600655), and a
	non-wholly owned subsidiary of the Company
"Yuyuan Share(s)"	the A share(s) of RMB1.00 each in the capital of Yuyuan which is/
	are listed and traded on SSE

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	DEFINITIONS
"Yuyuan Supervisory Committee"	the supervisory committee of Yuyuan
"Yuyuan Tranche I Share Option	the tranche I share option incentive scheme of Yuyuan adopted by
Incentive Scheme"	the Shareholders at the extraordinary general meeting dated 27
	November 2018, the principal terms of which are set out in
	Appendix I to the circular of the Company dated 9 November 2018
"Yuyuan Tranche II Share Option	the tranche II share option incentive scheme of Yuyuan proposed to
Incentive Scheme" or "Scheme"	be adopted by the Shareholders at the AGM, the principal terms of
	which are set out in Appendix I to this circular
"%"	per cent

* For identification purposes only.

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