Shanghai Fosun Pharmaceutical : CIRCULAR - ANNUAL GENERAL MEETING; PROPOSED ISSUANCE OF CORPORATE BONDS; PROPOSED ADOPTION OF THE SHARE OPTION SCHEME OF FOSUN HEALTH; RENEWED AND ADDITIONAL GUARANTEE QUOTA; GRANT OF GENERAL MANDATE TO ISSUE A SHARES AND/OR H SHARES; GRANT OF GENERAL MANDATE TO REPURCHASE H SHARES; GRANT OF GENERAL MANDATE TO REPURCHASE A SHARES; RE-ELECTION OF THE BOARD OF DIRECTORS; RE-ELECTION OF THE SUPERVISORY COMMITTEE; NOTICE OF AGM AND NOTICE OF H SHAREHOLDERS CLASS MEETING (H SHARES

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

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)

ANNUAL REPORT 2021 BOARD REPORT 2021

SUPERVISORY COMMITTEE REPORT 2021

FINAL ACCOUNTS REPORT 2021 PROFIT DISTRIBUTION PROPOSAL 2021

RE-APPOINTMENT OF AUDITORS

ESTIMATES OF ONGOING RELATED PARTY TRANSACTIONS FOR 2022

APPRAISAL RESULTS

APPRAISAL PROGRAM

ENTRUSTED LOAN/BORROWING QUOTA

TOTAL CREDIT APPLICATIONS

AUTHORISATION TO DISPOSE OF LISTED SECURITIES COMPLIANCE WITH CONDITIONS FOR THE PROPOSED ISSUANCE OF

CORPORATE BONDS

PROPOSED ISSUANCE OF CORPORATE BONDS

AUTHORIZATION OF CORPORATE BONDS

PROPOSED ADOPTION OF THE SHARE OPTION SCHEME OF FOSUN HEALTH

RENEWED AND ADDITIONAL GUARANTEE QUOTA

GRANT OF GENERAL MANDATE TO ISSUE A SHARES AND/OR H SHARES

GRANT OF GENERAL MANDATE TO REPURCHASE H SHARES GRANT OF GENERAL MANDATE TO REPURCHASE A SHARES

RE-ELECTION OF THE BOARD OF DIRECTORS RE-ELECTION OF THE SUPERVISORY COMMITTEE

AND

NOTICE OF AGM

NOTICE OF H SHAREHOLDERS CLASS MEETING

A letter from the Board is set out on pages 8 to 38 of this circular. Notices convening the AGM and H Shareholders Class Meeting to be held at Hilton Shanghai Hongqiao, No. 1116 Hong Song East Road, Shanghai, the PRC on Wednesday, 1 June 2022 at 1:00 p.m. are set out on pages AGM-1 to HCM-5 of this circular. The forms of proxy for the AGM and H Shareholders Class Meeting are enclosed herewith and also published on the websites of the Hong Kong Stock Exchange (http://www.hkexnews.hk) and of the Company (http://www.fosunpharma.com).

Whether or not you are able to attend the said meetings, you are reminded to complete, sign and return the forms of proxy enclosed, in accordance with the instructions printed thereon. The forms of proxy shall be lodged at the Company's Hong Kong share registrar for H Shares, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong no later than 24 hours before the time appointed for the convening of the relevant meetings. Completion and return of the forms of proxy will not preclude you from attending and voting in person at the AGM and the H Shareholders Class Meeting should you so wish.

*

for identification purposes only

28 April 2022

CONTENTS
Page
Definitions ......................................................................	1
Letter from the Board ............................................................	8

Appendix I	-
Appendix II	-
Appendix III	-
Appendix IV	-
Appendix V	-
Appendix VI	-
Appendix VII	-
Appendix VIII	-
Appendix IX	-

Board Report 2021 ...........................................	I-1
Supervisory Committee Report 2021 ...........................	II-1
Final Accounts Report 2021 ...................................	III-1
Appraisal Results .............................................	IV-1
Entrusted Loan/Borrowing Quota ..............................	V-1
Total Credit Applications .....................................	VI-1
Proposed Issuance of Corporate Bonds .........................	VII-I
Authorization of Corporate Bonds .............................	VIII-I
Summary of the Principal Terms of the Share Option Scheme
of Fosun Health ............................................	IX-1
Appendix X -	Renewed and Additional Guarantee Quota ......................	X-1
Appendix XI -	Grant of General Mandate to Issue A Shares and/or H Shares ....	XI-1
Appendix XII -	Explanatory Statement on the Repurchase Mandates ............	XII-1
Appendix XIII -	Re-election of the Board of Directors ...........................	XIII-1
Appendix XIV -	Re-election of the Supervisory Committee .......................	XIV-1
AGM-1
HCM-1

Notice of AGM ..................................................................

Notice of H Shareholders Class Meeting ............................................

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

''A Share(s)''	domestic share(s) with a nominal value of RMB1 each of the
Company, which is (are) listed on the Shanghai Stock
Exchange and traded in RMB
''A Shareholder(s)''	holder(s) of the A Shares
''A Shareholders Class Meeting''	the 2022 first class meeting of A Shareholders to be held upon
the conclusion of the AGM on Wednesday, 1 June 2022 or any
adjournment thereof
''A Share Repurchase Mandate''	the general mandate to exercise the power of the Company to
repurchase, according to the repurchase plan to be determined
by the Board, not exceeding 10% of the number of A Shares
in issue as at the date of passing the proposed relevant
resolutions at the AGM, the H Shareholders Class Meeting and
the A Shareholders Class Meeting, details of which are set out
in the notices of the AGM, the H Shareholders Class Meeting
and the A Shareholders Class Meeting
''Administration Committee''	the administration committee established under the board of
directors of Fosun Health
''Adoption Date''	the date on which the Scheme will be adopted by the
shareholders' meeting of Fosun Health
''AGM''	the annual general meeting of the Company to be held at
Hilton Shanghai Hongqiao, No. 1116 Hong Song East Road,
Shanghai, the PRC on Wednesday, 1 June 2022 at 1:00 p.m.
or any adjournment thereof
''Articles'' or ''Articles of	the articles of association of the Company in effect at the time
Association''
''Articles of Association of	the articles of association of Shanghai Fosun Health
Fosun Health''	Technology (Group) Co., Ltd.* (上海復星健康科技(集團)有限
公司), as amended from time to time
''associate(s)''	has the meaning ascribed to it under the Hong Kong Listing
Rules
''Auditors''	the auditors appointed by Fosun Health from time to time
''Board''	the board of directors of the Company

''Business Day(s)''

prior to a Listing, Monday to Friday (except for public holidays in the PRC), and in the event of a Listing, such day shall also be a day (excluding Saturdays and Sundays) on which securities are traded on the relevant stock exchange on which Fosun Health is listed (if applicable)

''close associate(s)''

has the meaning ascribed to it under the Hong Kong Listing Rules

''Company'' or ''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 limited company incorporated 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

''Company Law''

the Company Law of the PRC 《( 中華人民共和國公司法》), as amended, supplemented or otherwise modified from time to time

''connected person(s)''

has the meaning ascribed to it under the Hong Kong Listing Rules

''controlling shareholder(s)''

has the meaning ascribed to it under the Hong Kong Listing Rules

''core connected person(s)''

has the meaning ascribed to it under the Hong Kong Listing Rules

''CSRC''

China Securities Regulatory Commission

''Date of Grant''

the date on which an Option is granted by Fosun Health to a Participant

''Director(s)''

the director(s) of the Company

''Effective Period''

the effective period of the Scheme, which shall be 10 years from the Adoption Date

''Exercise Price''

the price which is determined when an Option is granted by Fosun Health to a Participant and at which such Participant will subscribe for the underlying shares of Fosun Health in respect of the Option

''Exercise Window Period''

the dates or periods that the board of directors of Fosun Health or the Administration Committee will determine from time to time. On such dates or during such periods, a Participant may exercise his or her vested Options which remain within the relevant Option Period. The Administration Committee will notify the Participants of such dates or periods

''Financial Adviser''

independent financial adviser appointed by Fosun Health from time to time

''Fosun Finance''

Shanghai Fosun Group Finance Corporation Limited* (上海復 星高科技集團財務有限公司), a company registered in the PRC with limited liability, and a related party/connected person of the Company

''Fosun Group''

Fosun International and its subsidiaries (for purposes of the Scheme, excluding the Fosun Health Group)

''Fosun Health''

Shanghai Fosun Health Technology (Group) Co., Ltd.* (上海 復星健康科技(集團)有限公司) (formerly known as Shanghai Fosun Medical (Group) Co. Ltd.* (上海復星醫療(集團)有限公 司)), a company incorporated in the PRC with limited liability and a subsidiary of the Company

''Fosun Health Group''

Fosun Health and its subsidiaries

''Fosun High Tech''

Shanghai Fosun High Technology (Group) Company Limited* (上海復星高科技(集團)有限公司), a company registered in the PRC with limited liability, and a direct wholly-owned subsidiary of Fosun International and the controlling shareholder of the Company

''Fosun International''

''General Mandate to Issue A

Shares and/or H Shares''

Fosun International Limited, a company registered in Hong Kong with limited liability, the shares of which are listed on the main board of the Hong Kong Stock Exchange (stock code: 00656), and the controlling shareholder of the Company the general mandate to allot, issue or otherwise deal with A Shares and/or H Shares proposed to be granted at the AGM