Fosun International : PROPOSED ADOPTION OF THE SHARE OPTION SCHEME OF GLAND PHARMA LIMITED

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, together with the enclosed form of proxy, 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 SHARE OPTION SCHEME

OF GLAND PHARMA LIMITED

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 for the AGM 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.

26 April 2019

CONTENTS

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

Letter from the Board

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Proposed adoption of the Share Option Scheme of Gland Pharma . . . . . . . . . . . . . . . . . . . . 7

Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Appendix - Summary of the Principal Terms of the Share Option Scheme . . . . . . . . . .

11

- i -

DEFINITIONS

Unless the context otherwise requires, the following expressions in this circular shall have the following meanings:

''Adoption Date''	the date on which the adoption of Share Option Scheme is to
	be approved by the shareholders of Gland Pharma
''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 for the purpose of considering and
	approving, among other things, the proposed adoption of the
	Share Option Scheme
''Applicable Laws''	laws of India to the extent applicable and as amended,
	modified and substituted from time to time
''Approved Budgeted Profit After	the budgeted Profit After Tax (''PAT'') of Gland Pharma for
Tax'' or ''Approved Budgeted	the year under consideration as approved by the GP Board or
PAT''	other committee appointed by the GP Board
''Approved Budgeted Revenue''	the budgeted gross revenue of Gland Pharma for the year
	under consideration and as approved by the GP Board or other
	committee appointed by the GP Board
''associate(s)''	has the same meaning ascribed to it under the Hong Kong
	Listing Rules or the SEBI Regulations
''Beneficiary'' or ''Nominee''	means the person or persons, designated by the Participant, or
	in the absence of any designation by the Participant, a person
	or persons who is/are entitled by the will or probate of the
	Participant to receive the benefits specified in the Share
	Option Scheme, the legal heirs of the Participant, if the
	Participant dies intestate and includes the Participant's
	executors or administrator, if no other beneficiary is
	designated and able to act under the circumstances and such
	other persons as may be added from time to time to the class
	of beneficiaries by notice in writing and by the nomination
	form in the exercise of any powers conferred under the Share
	Option Scheme or any other agreements forming part thereof
''Board''	the board of Directors

- 1 -

DEFINITIONS

''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
''CAGR''	compounded annual growth rate
''Cause''	negligence, fraud, professional misconduct, moral turpitude
	etc. as per GP Group's policy
''close associate(s)''	has the meaning ascribed to it under the Hong Kong Listing
	Rules or the SEBI Regulations
''Closing Date''	the last date on which the offer of Options granted by Gland
	Pharma to a Grantee can be accepted. In case the last date is a
	non-working day, then it shall be the immediately following
	working day
''Company'' or ''Fosun	Fosun International Limited (復星國際有限公司), a company
International''	incorporated in Hong Kong with limited liability, the shares of
	which are listed on the Main Board of the Hong Kong Stock
	Exchange
''connected person(s)''	has the same meaning ascribed to it under the Hong Kong
	Listing Rules or the SEBI Regulations
''core connected person(s)''	has the meaning ascribed to it under the Hong Kong Listing
	Rules or the SEBI Regulations
''Director(s)''	the director(s) of the Company
''Effective Date''	the date on which the Share Option Scheme shall be effective,
	being the Adoption Date
''Employee(s)''	means (i) a permanent employee of Gland Pharma working in
	India or outside of India; or (ii) a director of Gland Pharma,
	whether a whole time director or not (but excluding an
	independent director); or (iii) an employee as defined in (i)
	and (ii) above of a subsidiary (as defined under the Companies
	Act, 2013 of India) of Gland Pharma, in India or outside India,
	but does not include: (x) an employee who is a promoter or a
	person belonging to the promoter group (as such terms are
	defined under SEBI ICDR Regulations); or (y) a director of
	Gland Pharma who either himself or through his relative or
	through any body corporate, directly or indirectly, holds more
	than ten percent of the outstanding GP Shares

- 2 -

DEFINITIONS

''Exercise Date''	the date on which the Participant exercises his right to apply
	for GP Shares against the vested Options and in case of partial
	exercise, shall mean each date on which the Participant/
	Beneficiary exercises his right to apply for GP Shares against
	part of his vested Options
''Exercise Period''	the time period after vesting within which an Employee should
	exercise his right to apply for GP Shares against the vested
	Options in pursuance of the Share Option Scheme, as
	applicable, and which period shall end in any event not later
	than 10 years from the Grant Date subject to the provisions for
	early termination thereof
''Exercise Price''	the price, if any, payable by the Employee for exercising the
	Option granted to him in pursuance of the Share Option
	Scheme
''Fair Market Value''	on any date of determination will be: (i) if the GP Shares of
	Gland Pharma are listed on any recognized stock exchange in
	India, the latest available closing price of the GP Share prior
	to such date, (ii) if the GP Shares are listed on more than one
	recognized stock exchange in India, the latest available closing
	price of the GP Share prior to such date on the stock exchange
	where there is highest trading volumes on the said date, and
	(iii) if the GP Shares are not listed, the value calculated in
	accordance with generally accepted accounting standards and
	valuation principles as may be applicable in India and shall be
	determined by the GP Board/GP Committee on the basis of the
	valuation report submitted by an independent external valuer
	appointed by the GP Board/GP Committee on the latest
	financial statements not older than 6 months prior to the date
	of determination. The value which the GP Board/GP
	Committee accepts as the Fair Market Value in accordance
	with the foregoing norms shall be final and binding on all
	parties
''Fosun Pharma''	Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* (上海復星
	醫藥(集團)股份有限公司), a joint stock company established
	in the PRC with limited liability, the H shares and A shares of
	which are listed and traded on the main board of the Hong
	Kong Stock Exchange and the Shanghai Stock Exchange,
	respectively

- 3 -