Fosun International : CONNECTED TRANSACTION - ISSUE OF NEW SHARES UNDER THE SHARE AWARD SCHEME

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

CONNECTED TRANSACTION

ISSUE OF NEW SHARES UNDER THE SHARE AWARD SCHEME

On 27 March 2019, the Board resolved to award an aggregate of 6,283,000 Award Shares to 92 Selected Participants by way of issue and allotment of new Shares pursuant to the Specific Mandate.

As at the date of this announcement, the Trust is an employees' share scheme established for Selected Participants of the Company, and the aggregate of the Company's connected persons' interest under such scheme is approximately 48.09%. As such, pursuant to Rule 14A.12(1)(b) of the Listing Rules, the Trustee (in its capacity as trustee of the Trust) is an associate of connected persons of the Company and the issue of the New Award Shares to the Trustee shall constitute a connected transaction of the Company under Chapter 14A of the Listing Rules and shall be subject to, among others, the approval by the independent shareholders excluding the Trustee, the Selected Participants under 2019 Award and their respective associates at the AGM.

Reference is made to the announcements of Fosun International Limited (the "Company") dated 25 March 2015, 26 March 2015, 1 April 2016, 4 May 2017 and 28 March 2018 respectively, in relation to the adoption of the Share Award Scheme, allotment of an aggregate of 4,620,000 Award Shares to 71 Selected Participants under the Share Award Scheme ("2015 Award"), allotment of an aggregate of 5,410,000 Award Shares to 69 Selected Participants under the Share Award Scheme ("2016 Award"), allotment of an aggregate of 5,275,000 Award Shares to 65 Selected Participants under the Share Award Scheme ("2017 Award") and allotment of an aggregate of 5,902,000 Award Shares to 70 Selected Participants under the Share Award Scheme ("2018 Award") (collectively, the

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"Announcements"). Unless otherwise defined in this announcement, capitalized terms used herein shall have the same meanings as defined in the Announcements.

DETAILS OF THE AWARD OF THE AWARD SHARES

On 27 March 2019, the board of Directors of the Company (the "Board") has resolved to award an aggregate of 6,283,000 Award Shares to 92 Selected Participants under the Share Award Scheme ("2019 Award"). The award of Award Shares under the 2019 Award will be settled by way of: (i) issue and allotment of 5,973,750 new Shares (the "New Award Shares") pursuant to a specific mandate (the "Specific Mandate") to be obtained in the forthcoming annual general meeting (the "AGM"); and (ii) 309,250 Award Shares which had lapsed before vesting under the 2016 Award, 2017 Award and 2018 Award (the "Existing Award Shares").

Upon issuance and allotment of the New Award Shares, the Trustee will hold the New Award Shares on trust for the Selected Participants and such New Award Shares, together with the Existing Award Shares, shall be transferred to the Selected Participants upon satisfaction of their respective vesting conditions. The number of Award Shares granted to each of the Selected Participants under the 2019 Award was determined in accordance with their respective contributions to the Group.

Under the 2019 Award, out of the 6,283,000 Award Shares granted to the 92 Selected Participants, 2,756,000 Award Shares were granted to the following connected persons of the Company with details as follows:

		Number of
Directors		Award Shares
Chen Qiyu	535,000
Xu Xiaoliang	535,000
Qin Xuetang	310,000
Wang Can	310,000
Gong Ping	235,000
Zhang Shengman	25,000
Zhang Huaqiao	25,000
David T. Zhang	25,000
Yang Chao	25,000
Lee Kai-Fu	25,000
Subtotal	2,050,000
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	Number of
Directors of significant subsidiaries of the Company	Award Shares
Zhang Houlin	255,000
Li Tao	115,000
Qian Jiannong	70,000
Mu Haining	68,000
Gao Min	68,000
Zhang Xueqing	60,000
Xu Lingjiang	35,000
Pei Yu	35,000
Subtotal	706,000
Total	2,756,000

Mr. Chen Qiyu, Mr. Xu Xiaoliang, Mr. Qin Xuetang, Mr. Wang Can, Mr. Gong Ping, Mr. Zhang Shengman, Mr. Zhang Huaqiao, Mr. David T. Zhang, Mr. Yang Chao and Dr. Lee Kai-Fu have abstained from approving the relevant board resolution on the award of the Award Shares to them under the 2019 Award.

The aggregate of 5,973,750 New Award Shares to be issued and allotted by the Company to the Selected Participants under the 2019 Award represent approximately 0.07% of the total number of Shares in issue as at the date of this announcement and approximately 0.07% of the total number of Shares in issue as enlarged by the issue and allotment of the New Award Shares.

Based on the closing price of HK$12.86 per Share as quoted on the Stock Exchange as at the date of this announcement, the market value of the 6,283,000 Award Shares awarded under the 2019 Award is HK$80,799,380.

The New Award Shares, when issued and fully paid, shall rank pari passu among themselves and with those Shares in issue, with the right to receive all dividends and other distributions declared, made or paid on or after the date of allotment.

Application shall be made by the Company to the Stock Exchange for the granting of the listing of, and permission to deal in, the aggregate of 5,973,750 New Award Shares. For the avoidance of doubt, the Stock Exchange has granted approval for the listing of, and

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permission to deal in, the Existing Award Shares.

CONDITIONS

The grant of the Award Shares to the Selected Participants under the 2019 Award shall be subject to the following conditions:

(a)the grant of the listing approval by the Stock Exchange in respect of the New Award Shares; and

(b)the approval by the independent shareholders at the AGM in respect of the issue and allotment of the New Award Shares and the Specific Mandate.

FURTHER DETAILS OF THE AWARD SHARES

The information in relation to the award of the 6,283,000 Award Shares to the Selected Participants under the 2019 Award is set out below:

Securities to be issued:

5,973,750 New Award Shares

Funds to be raised:No funds will be raised by the Company as a result of the issue and allotment of the New Award Shares

Identity of the allottee(s): The Trustee, which will hold the Award Shares awarded under the 2019 Award in trust in accordance with the trust deed for the 92 Selected Participants, who are (i) Directors;

(ii)the Group's business and functional department heads and backbone employees; and (iii) senior management of the

Group's core affiliated enterprises

In general, such Selected Participants should have been with the Group for more than one year as at 31 December 2018 and each of them should have met their respective performance evaluation results for the year ended 31 December 2018

Market price of the Shares: The closing price of the Shares on 27 March 2019 as quoted on the Stock Exchange is HK$12.86 per Share

The average closing price of the Shares for the five

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consecutive trading days immediately preceding 27 March 2019 as quoted on the Stock Exchange is HK$12.26 per Share

Vesting:Subject to the satisfaction of the vesting criteria and conditions of the 2019 Award, the Award Shares awarded under the 2019 Award shall be transferred to the Selected Participants under the 2019 Award upon expiry of the following vesting period:

Percentage of Award
Shares to be vested under
the 2019 Award	Vesting Date
33%	27 March 2020
33%	27 March 2021
34%	27 March 2022

On each of the above vesting dates, the Company is entitled to adjust the actual amount of Award Shares that can be vested to the respective Selected Participants under the 2019 Award according to their performance at its sole discretion

Fund raising activities in The Company has not engaged in any fund raising exercises

the past 12 months: in the 12 months immediately preceding the date of this announcement

LISTING RULES IMPLICATIONS

As at the date of this announcement, the Trust is an employees' share scheme established for Selected Participants of the Company, and the aggregate of the Company's connected persons' interest under such scheme is approximately 48.09%. As such, pursuant to Rule 14A.12(1)(b) of the Listing Rules, the Trustee (in its capacity as trustee of the Trust) is an associate of connected persons of the Company and the issue of the New Award Shares to the Trustee shall constitute a connected transaction of the Company under Chapter 14A of the Listing Rules and shall be subject to, among others, the approval by the independent shareholders excluding the Trustee, the Selected Participants under 2019 Award and their respective associates at the AGM.

Pursuant to Chapter 14A of the Listing Rules, the Trustee, the Selected Participants under

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