Fosun International : PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES AND PROPOSED GRANTING OF SHARE OPTION MANDATE AND PROPOSED RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

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, a 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 or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or transferee.

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 GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES AND

PROPOSED GRANTING OF SHARE OPTION MANDATE

AND

PROPOSED RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting 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 is set out in this circular. A form of proxy for use at the Annual General Meeting is enclosed. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.fosun.com).

If you are not able to attend the Annual General Meeting, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it 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 Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the meeting if they so wish.

26 April 2019

			CONTENTS
				Page
Definitions . . .		. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			4
2.	Proposed Granting of the Repurchase Mandate and the Issuance Mandate .			5
3.	Proposed Granting of the Share Option Mandate . . . . . . . . . . . . . . . . . . . .			5
4.	Proposed Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			6
5.	Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . .			6
6.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			7
7.	General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			7
Appendix I		-	Explanatory Statement on the Repurchase Mandate . . . . . .	8
Appendix II		-	Details of Directors Proposed to be Re-elected at
			the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . .	11
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .				17

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DEFINITIONS

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

"A Share(s)"	equity securities listed on the SSE
"Annual General Meeting"	an 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, to
	consider and, if appropriate, to approve the resolutions
	contained in the notice of Annual General Meeting which
	is set out in this circular, or any adjournment thereof
"Articles of Association"	the articles of association of the Company (as amended
	from time to time)
"Board"	the board of Directors
"Companies Ordinance"	the Companies Ordinance (Chapter 622 of the Laws of
	Hong Kong)
"Company"	Fosun International Limited, a company incorporated in
	Hong Kong with limited liability, the shares of which are
	listed and traded on the main board of the Stock
	Exchange (Stock Code: 00656)
"Director(s)"	the director(s) of the Company
"Eligible Person(s)"	any Director (including independent non-executive
	Director), employee (whether full-time or part-time),
	consultant or advisor of the Group who in the sole
	discretion of the Board has contributed or will contribute
	to the Group according to the Share Option Scheme
"FHL"	Fosun Holdings Limited, a company incorporated in
	Hong Kong with limited liability
"Fosun International Holdings"	Fosun International Holdings Ltd., a company
	incorporated in the British Virgin Islands with limited
	liability

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	DEFINITIONS
"Fosun Pharma"	Shanghai Fosun Pharmaceutical (Group) Co., Ltd., a
	limited liability company established in the PRC and a
	subsidiary of the Company, whose A Shares are listed on
	the SSE (Stock Code: 600196), and H Shares are listed on
	the main board of the Stock Exchange (Stock Code:
	02196)
"FTG"	Fosun Tourism Group, a limited liability company
	established in the Cayman Islands and a subsidiary of the
	Company, whose shares are listed on the main board of
	the Stock Exchange (Stock Code: 01992)
"Group"	the Company and its subsidiaries
"H Share(s)"	equity securities listed on the Stock Exchange
"HK$"	Hong Kong dollars, the official currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the
	PRC
"Issuance Mandate"	as defined in paragraph 2(b) of the "Letter from the
	Board" set out in this circular
"Latest Practicable Date"	17 April 2019, being the latest practicable date prior to
	the printing of this circular for ascertaining certain
	information in this circular
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange
"NEEQ"	National Equities Exchange and Quotations
"Old Share Option Scheme"	the share option scheme which was approved by the
	Shareholders on 19 June 2007 and expired on 18 June
	2017
"PRC" or "China"	the People's Republic of China
"Reporting Period"	the year ended 31 December 2018
"Repurchase Mandate"	as defined in paragraph 2(a) of the "Letter from the
	Board" set out in this circular

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	DEFINITIONS
"RMB"	Renminbi, the official currency of the PRC
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
"Share(s)"	ordinary share(s) of the Company or if there has been a
	subsequent sub-division, consolidation, reclassification
	or reconstruction of the shares of the Company, shares
	forming part of the ordinary shares of the Company
"Share Option Scheme"	the share option scheme which was approved by the
	Shareholders on 6 June 2017
"Shareholder(s)"	holder(s) of issued Share(s)
"Sisram Med"	Sisram Medical Ltd, a company whose shares are listed
	on the Stock Exchange (Stock Code: 01696)
"SSE"	the Shanghai Stock Exchange
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	The Codes on Takeovers and Mergers issued by the
	Securities and Futures Commission in Hong Kong

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