Shanghai Fosun Pharmaceutical : INSIDE INFORMATION - PROPOSED OVERSEAS LISTING OF GLAND PHARMA LIMITED (H SHARES)

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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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