Shanghai Fosun Pharmaceutical : INSIDE INFORMATION - PROPOSED OVERSEAS LISTING OF GLAND PHARMA LIMITED

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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)

INSIDE INFORMATION

PROPOSED OVERSEAS LISTING OF GLAND PHARMA LIMITED

This announcement is made by Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* (the ''Company'', together with its subsidiaries, the ''Group'') pursuant to the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and Rule

13.09 of The Rules Governing the Listing of Securities (the ''Hong Kong Listing Rules'') on The Stock Exchange of Hong Kong Limited (the ''Hong Kong Stock Exchange'').

The board of directors of the Company (the ''Board'') is pleased to announce that at a meeting held on 1 November 2019, the Board considered and approved, among other things, the resolutions in relation to the proposed spin-off of Gland Pharma Limited (''Gland Pharma'', together with its subsidiaries, the ''Gland Pharma Group'') and overseas listing of Gland Pharma on The National Stock Exchange of India Ltd. (the ''NSE'') and BSE Ltd. (the ''BSE'').

Gland Pharma was incorporated in India in 1978. As at the date of this announcement, Fosun Pharma Industrial Pte. Ltd., Lustrous Star Limited, Regal Gesture Limited, Ample Up Limited and Fosun Industrial Co., Limited, the subsidiaries of the Company, hold an aggregate of approximately 74% shareholding interests in Gland Pharma. Accordingly, the Company indirectly owns an aggregate of approximately 74% of the shareholding interest in Gland Pharma. Gland Pharma is primarily engaged in the development and manufacturing of small molecule injectable generic drugs.

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1. THE RESOLUTION IN RELATION TO THE COMPLIANCE OF THE OVERSEAS LISTING OF GLAND PHARMA WITH THE CIRCULAR ON ISSUES IN RELATION TO REGULATING OVERSEAS LISTING OF SUBSIDIARIES OF DOMESTIC LISTED COMPANIES

The proposed overseas listing of Gland Pharma complies with the Circular on Issues in relation to Regulating Overseas Listing of Subsidiaries of Domestic Listed Companies (Zheng Jian Fa [2004] No. 67) 《( 關於規範境內上市公司所屬企業到境外上市有關問題的通知》(證監發[2004] 67號)) (the ''Circular'') issued by China Securities Regulatory Commission (the ''CSRC''). The Company, as the controlling shareholder of Gland Pharma, complies with the following conditions under Article 2 in the Circular:

1. The listed company has been profitable in the latest three years consecutively
   Pursuant to the audit reports of ''Ernst & Young Hua Ming (2019) Shen Zi No. 60469139_B01'', ''Ernst & Young Hua Ming (2018) Shen Zi No. 60469139_B01'' and ''Ernst & Young Hua Ming (2017) Shen Zi No. 60469139_B01'' issued by Ernst & Young Hua Ming CPAs (special general partnership) (''Ernst & Young Hua Ming''), the net profit attributable to owners of the parent company as realised by the Group (on a consolidated basis) for the years ended 31 December 2018, 31 December 2017 and 31 December 2016 amounted to approximately RMB2,707.92 million, RMB3,124.50 million and RMB2,805.84 million, respectively, which complies with the provision of ''profitable in the latest three years consecutively''.
2. The businesses and assets in which the listed company has invested with the proceeds from its share issues and fundraisings within the latest three accounting years shall not be used as its capital contribution to the subsidiaries for the purpose of applying for overseas listing
   Pursuant to the special report of the placement and actual use of the proceeds of Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* in 2018 and the special audit report of the placement and actual use of the proceeds of Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* of ''Ernst & Young Hua Ming (2019) Shen Zi No. 60469139_B04'' issued by Ernst & Young Hua Ming, the businesses and assets in which the Company has invested with the proceeds from its share issues and fundraisings within the latest three accounting years were not used as its capital contribution to Gland Pharma for the purpose of applying for overseas listing.

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1. The net profit of the subsidiary that the listed company is entitled to according to the equity in the consolidated statements for the latest accounting year shall not exceed 50% of the net profit in the consolidated statements of the listed company
   The net profit of Gland Pharma that the Group is entitled to according to the equity interests in the consolidated statements for the financial year ended 31 December 2018 did not exceed 50% of the net profit in the consolidated statements of the Group.
2. The net assets of the subsidiary that the listed company is entitled to according to the equity in the consolidated statements for the latest accounting year shall not exceed 30% of the net assets in the consolidated statements of the listed company
   The net assets of Gland Pharma that the Group is entitled to according to the equity interests in the consolidated statements for the financial year ended 31 December 2018 did not exceed 30% of the net assets in the consolidated statements of the Group.
3. There is no competition within the same industry between the listed company and the subsidiary, and they are independent from each other in assets and finance, and have no overlapping management
4. 1. There is no competition within the same industry between the listed company and the subsidiary
      There is no competition within the same industry between the Group (other than the Gland Pharma Group) and the Gland Pharma Group.
   2. The listed company and the subsidiary are independent from each other in assets and finance
      The Company and Gland Pharma have their own independent and completely separate operational assets with clear ownership. Gland Pharma conducts registrations, prepares accounts and carries out accounting and management independently for all its assets. The Company has never occupied or disposed of any assets of Gland Pharma, or intervened with the operation and management of any assets by Gland Pharma.
      The Company and Gland Pharma have set up independent finance departments according to their respective operation and management needs and requirements under the relevant laws and regulations of the places where they are located, and established separate accounting systems and financial management systems for parent and subsidiary. The Company and Gland Pharma have their own bank accounts, pay their respective tax separately and make their own financial decision.
      Accordingly, the Company and Gland Pharma are independent from each other in assets and finance.

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1. 1. The managers of the listed company and the subsidiary do not hold any overlapping positions in each other
      The senior management of the Company and the senior management of the Gland Pharma do not hold any overlapping positions in each other.
2. The shares of the subsidiary held by the directors, senior management of the listed company and the subsidiary and their affiliated persons shall not exceed 10% of the total share capital of the subsidiary prior to the overseas listing
   The shares of Gland Pharma held by directors, senior management of the Company and Gland Pharma and their affiliated persons did not exceed 10% of the total shares capital of Gland Pharma as at the date of this announcement.
3. The funds or assets of the listed company are not in the possession of the individual, legal person or other organization and their related parties which has the actual controlling power over the listed company, and there are no major connected transactions that would prejudice the interests of the listed company
   There are no funds or assets of the Company that are in the possession of individual, legal person or other organisation and their related parties which has the actual controlling power over the Company, and there are no major connected transactions that would prejudice the interests of the Company.
4. The listed company has no acts of major violations of laws or regulations in the latest three years
   The Company has no acts of major violations of laws or regulations in the latest three years.
   In conclusion, the overseas listing of Gland Pharma complies with the relevant provisions under the Circular.

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2. THE RESOLUTION IN RELATION TO THE OVERSEAS LISTING OF GLAND PHARMA The detailed plan in relation to the spin-off and overseas listing of Gland Pharma is set out below:

1. Issuing entity: Gland Pharma.
2. Place of listing: NSE and BSE.
3. Type of securities to be issued: Overseas listed shares to be subscribed by Indian Rupee (''INR'').
4. Nominal value: No more than INR10 per share, subject to the relevant regulations of where it is listed and the final listing section.
5. Target subscribers: (1) Indian resident investors, including minority investors, corporations, organizations and other types of legal entities, financial institutions (including banks, insurance companies, trust funds and pension funds) and other qualified institutional investors recognized by relevant Indian laws and regulations; (2) non-resident investors recognized by relevant Indian laws and regulations, including qualified non-Indian residents and overseas investor portfolios.
6. Listing date: The date for overseas listing of Gland Pharma will be determined by the board of directors of Gland Pharma as authorised by its general meeting and/or the person delegated by its board of directors in accordance with the overseas capital market conditions, the approval progress of domestic and overseas regulatory authorities and other conditions.
7. Method of issuance: The overseas listing of Gland Pharma will comprise an offer of new shares by way of public offer and/or an offer for sale of shares by the existing shareholders (i.e. transfer of existing shares, hereinafter the same). The offering shares will be publicly offered on the NSE and the BSE.
8. Size of issuance: The proposed offering size of the issue of new shares will be no more than 5% of total share capital of Gland Pharma before the overseas listing of Gland Pharma, and the proposed offering size of the sale of shares by the existing shareholders will be no more than 22.5% of total share capital of Gland Pharma before the overseas listing of Gland Pharma. The specific size of issuance (including whether to exercise the over-allotment option) will be determined in accordance with the regulations of the proposed listing place and the actual capital requirement of Gland Pharma.
9. Offer price: The final offer price will be determined through negotiation by the general meeting, the board of directors of Gland Pharma and/or the person delegated thereby and the underwriters of the overseas listing of Gland Pharma, based on full consideration of the interests of the existing shareholders of Gland Pharma and foreign investors in accordance

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with the international practice, overseas capital market conditions for the issuance, the average valuation level of the industry that Gland Pharma engages in, and the conditions of market subscriptions based on the results of the road show and book building.

1. 1. Underwriting: The issuance will be underwritten by the underwriter syndicate organised by the lead underwriter.
   2. Use of proceeds: The use of net proceeds shall be determined according to the consideration and approval of the general meeting and/or the board of directors of Gland Pharma.
   3. The public offering arrangement of the shares of Gland Pharma held by the Company in the overseas listing of Gland Pharma: The number of existing shares to be transferred by the Company is not more than 12.5% of the total share capital of Gland Pharma before the overseas listing of Gland Pharma. The final decision of conducting aforementioned public offering and the specific number of public offering shares shall be determined by the Board and its authorised persons in accordance with the specific circumstances.
2. THE RESOLUTION IN RELATION TO THE UNDERTAKING OF MAINTAINING INDEPENDENT LISTING STATUS OF THE COMPANY
   The Company and Gland Pharma are independent from each other in the aspects of staff, asset, finance, institution, business and others. They have independent accounting systems and will independently undertake liabilities and risks.
   The overseas listing of Gland Pharma will have no material impact on the sustainable operation of the business segments of the Group, neither will it affect the Company in maintaining its independent listing status, which is in compliance with applicable laws, regulations, rules and regulatory documents as well as the requirements prescribed in the Circular. The Company will engage a securities institution registered by the CSRS and listed on the list of sponsors as the financial advisor of the Company to maintain its continuing listing status in accordance with the provisions of the Circular, and ensure that the Company remains its independent listing status after Gland Pharma's overseas listing. The continued listing status, retained core assets and business have the ability to continue to operate to issue financial advisory opinions, and continue to monitor the Company's independent listing status.
3. THE RESOLUTION IN RELATION TO THE DESCRIPTION OF THE SUSTAINABLE PROFITABILITY AND PROSPECTS OF THE GROUP
   Each business of the Group has maintained excellent momentum at present while Gland Pharma Group maintains business independence from the business sectors of the Group (excluding the Gland Pharma Group).
   The overseas listing of Gland Pharma will have no material impact on the sustainable operation of the businesses of the Group. On the one hand, the overseas listing of Gland Pharma will help its further growth in the local market, optimize its corporate governance and capital structure,

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continue to expand competitive advantages in its industry, and help to enhance the Company's reputation and return on investment as a controlling shareholder. On the other hand, in the event of successful listing of Gland Pharma, which will provide an independent financing platform, the business sectors of the Group will be able to further develop through the direct finance provided by the Company. Therefore, the overseas listing of Gland Pharma will firmly facilitate the strategic upgrade of the Company, further consolidate the core competitiveness of the Group and promote the sustainable development of the Group.

In general, upon the overseas listing of Gland Pharma, the Group is able to continue and maintain a better and more sustainable operation and profitability.

5. THE RESOLUTION IN RELATION TO THE AUTHORISATION TO THE BOARD TO DEAL WITH FULL DISCRETION WITH THE OVERSEAS LISTING AND THE RELATED MATTERS OF GLAND PHARMA

Authorisation is proposed to be granted by the general meeting of the Company to the Board and authorised to be delegated from the Board to its authorised persons (being the chairman and/or president of the Company) in dealing with the related matters of the overseas listing of Gland Pharma at their full discretion, including without limitation to:

1. exercise, at their full discretion, the rights as a shareholder of Gland Pharma on behalf of the Company to approve the resolution which shall be made by the general meeting of the Company in relation to the related matters of the proposed overseas listing (excluding matters which shall be approved by the general meeting of the Company pursuant to applicable laws and regulations);
2. make adjustments and modifications to the matters in relation to the application, plan and content of the proposed overseas listing in accordance with the domestic and foreign laws and regulations or securities regulatory requirements, recommendations or opinions of domestic and foreign government authorities or relevant stock exchanges based on the specific conditions;
3. submit the spin-off and listing application (including the waiver from strict compliance with the requirement set out in the Practice Note 15 of the Hong Kong Listing Rules (''Practice Note 15'') paragraph 3(f) in respect of assured entitlement) at its full discretion, and submit the relevant applications for the spin-off and listing of Gland Pharma to relevant domestic and overseas government authorities, including the Hong Kong Stock Exchange and CSRC or deal with necessary matters including approval and filing ;
4. decide and deal with other relevant matters in relation to spin-off and overseas listing of Gland Pharma, including but not limited to, engaging relevant agencies, modifying, signing, submitting, receiving, publishing and executing the relevant agreements, contracts,

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undertakings and legal documents involving the Company during the process of the spin-off and overseas listing of Gland Pharma, and disclosing information pursuant to applicable laws and regulations or securities regulatory requirements.

The abovementioned authorisation is valid for 18 months from the date of these resolutions being considered and approved at the general meeting of the Company.

GENERAL INFORMATION

As it is expected that the highest of the applicable percentage ratios (as defined in the Hong Kong Listing Rules) in respect of the spin-off and overseas listing of Gland Pharma would be less than 5%, the spin-off and overseas listing of Gland Pharma, if it proceeds, would not constitute a disclosable transaction for the Company under the Hong Kong Listing Rules.

Shareholders of the Company (the ''Shareholders'') should note that the spin-off and overseas listing of Gland Pharma on the Hong Kong Stock Exchange will constitute a spin-off within the meaning of Practice Note 15 and will be subject to the approval of the Hong Kong Stock Exchange. The Company will submit such application to the Hong Kong Stock Exchange in due course.

The Company will publish further announcement(s) regarding the overseas listing of Gland Pharma in due course or in accordance with the applicable requirements of the Hong Kong Listing Rules.

The Shareholders and potential investors are advised to note that the spin-off and overseas listing of Gland Pharma is subject to, among other things, the approval of the Shareholders, the submission and approval of CSRC, the Hong Kong Stock Exchange and the relevant authorities in India, the final decision of the Board and of the board of directors of Gland Pharma, market conditions and other factors. Accordingly, the Shareholders and potential investors should be aware that there is no assurance that the spin-off and overseas listing of Gland Pharma will take place or as to when it may take place. Shareholders and potential investors should therefore exercise caution when dealing in the securities of the Company. Any person who is in doubt about his/her/its position or any action to be taken is recommended to consult his/her/its own professional advisers.

By order of the Board

Shanghai Fosun Pharmaceutical (Group) Co., Ltd.*

Chen Qiyu

Chairman

Shanghai, the People's Republic of China

1 November 2019

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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. Xu Xiaoliang, Mr. Wang Can, Ms. Mu Haining and Mr. Liang Jianfeng; and the independent non-executive directors of the Company are Mr. Jiang Xian, Dr. Wong Tin Yau Kelvin, Ms. Li Ling and Mr. Tang Guliang.

• for identification purposes only

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