Shanghai Fosun Pharmaceutical : CONNECTED TRANSACTIONS ENTERING INTO EQUITY TRANSFER AND LOAN ASSIGNMENT CONTRACT AND NOTICE OF EGM

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)

CONNECTED TRANSACTIONS

ENTERING INTO EQUITY TRANSFER AND

LOAN ASSIGNMENT CONTRACT

AND

NOTICE OF EGM

A letter from the Board is set out on pages 7 to 16 of this circular. The notice convening the EGM to be held at 1:30 p.m. on Thursday, 27 May 2021 at Shanghai Film Art Center, No. 160 Xinhua Road, Shanghai, the PRC is set out on pages EGM-1 to EGM-2 of this circular. A form of proxy for use at the EGM is 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 meeting, you are reminded to complete, sign and return the form of proxy enclosed, in accordance with the instructions printed thereon. The form 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 holding of the EGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM should you so wish.

• for identification purposes only

6 May 2021

	CONTENT
	Page
Definitions . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Letter from the Board . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Notice of EGM. . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EGM-1

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DEFINITIONS

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 RMB1.00
	each in the share capital of the Company, which is
	(are) listed on the Shanghai Stock Exchange and traded
	in RMB
"Announcement"	the announcement of the Company dated 26 April 2021
	in relation to entering into the Transfer Contract
"Asset Valuation Report"	the "Asset Valuation Report on the Sale Asset Portfolio
	Held by Foshan Chancheng Central Hospital Company
	Limited* and Shanghai Fosun Healthcare (Group) Co.,
	Ltd.*." (Dazheng Pingbao Zi (2021) No. 100A) issued
	by China Faith Appraisers Co., Ltd. as at 31 December
	2020, being the Valuation benchmark date
"associate(s)"	has the meaning ascribed to it under the Hong Kong
	Listing Rules
"Board"	the board of directors of the Company
"Chancheng Hospital"	Foshan Chancheng Central Hospital Company Limited*
	（佛山市禪城區中心醫院有限公司）, a profit-making medical
	institution established with the approval by the
	Population, Health and Drug Administration of
	Chancheng District, Foshan*（佛山市禪城區人口和衛生藥
	品監督管理局）, and a subsidiary of the Company
"Chancheng Hospital Sale	60% equity interest in Foshan Chanxi held by
Interest"	Chancheng Hospital
"Chancheng Hospital Sale Loan"	The shareholder loan extended to Foshan Chanxi by
	Chancheng Hospital and interest accrued thereon in the
	total amount of RMB305.2104 million as at 31
	December 2020
"Closing Date"	the date of completion of registration of Sale Interest
	with relevant authorities upon the transfer of Sale
	Interest
"Company"	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

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	DEFINITIONS
"Customized Project"	The 5th inpatient building (proposed to be operated for
	women's and children's medical center), the 6th
	nursing home of the "Foshan Chancheng Medical
	Health City Complex Project" constructed by Foshan
	Chanxi
"Customization Agreement"	the property customization agreement dated 6 January
	2020 entered into between Chancheng Hospital and
	Foshan Chanxi
"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
"Director(s)"	the director(s) of the Company
"Disposal"	pursuant to the Transfer Contract, Chancheng Hospital
	and Fosun Healthcare agreed to transfer and Yuyuan
	agreed to purchase, the Sale Interest and Sale Loan
"Equity Transfer Agreement"	the equity transfer agreement dated 17 September 2020
	entered into between Shanghai Fosun Pharmaceutical
	Industrial Development Co., Ltd.*（上海復星醫藥產業發
	展有限公司）and SFHIH
"EGM"	the 2021 first extraordinary general meeting of the
	Company to be held at 1:30 p.m. on Thursday, 27 May
	2021 at Shanghai Film Art Center, No. 160 Xinhua
	Road, Shanghai, the PRC (or any adjournment thereof)
"Fosun Healthcare"	Shanghai Fosun Healthcare (Group) Co., Ltd.*（上海復
	星醫療（集團）有限公司）, a subsidiary of the Company
"Fosun Healthcare Sale Interest"	40% equity interest in Foshan Chanxi held by Fosun
	Healthcare
"Fosun Healthcare Sale Loan"	the shareholder loan extended to Foshan Chanxi by
	Fosun Healthcare and interest accrued thereon in the
	total amount of RMB68.6768 million as at 31
	December 2020
"Fosun High Tech"	Shanghai Fosun High Technology (Group) Company
	Limited* （上海復星高科技（集團）有限公司）, a direct
	wholly-owned subsidiary of Fosun International and a
	controlling shareholder of the Company

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	DEFINITIONS
"Fosun International"	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
"Foshan Bank"	Foshan Rural Commercial Bank Co., Ltd.*（佛山農村商
	業銀行股份有限公司）, Huanshi branch
"Foshan Chanxi"	Foshan Chanxi Real Estate Development Co., Ltd.*（佛
	山禪曦房地產開發有限公司）, a company established in
	the PRC with limited liability, of which 60% and 40%
	equity interest held by subsidiaries of the Company,
	Chancheng	Hospital	and	Fosun Healthcare,
	respectively, as at the Latest Practicable Date
"Foshan JV Contract"	the joint venture contract dated 10 November 2020
	entered into between Chancheng Hospital and
	Xingshuangjian Investment in relation to the
	establishment of Foshan Xinglian Nursing Home Co.,
	Ltd.*（佛山市星蓮護理院有限公司）
"Fund Partnership Agreements"	(i) the limited partnership agreement in relation to the
	establishment of Suzhou Fujian Xingyi Venture
	Investment	Partnership	(Limited	Partnership)* （蘇州復
	健星熠創業投資合夥企業（有限合夥））dated 18 May 2020
	entered into between Suzhou Xingchen Venture
	Investment	Partnership	(Limited	Partnership)* （蘇州星
	晨創業投資合夥企業（有限合夥））, Ningbo Fuying, Fosun
	High Tech and other investors; and (ii) the limited
	partnership agreement in relation to the establishment
	of Tianjin Fosun Haihe Healthcare Industry Fund
	Partnership	(Limited Partnership)*（天津復星海河醫療健
	康產業基金合夥企業（有限合夥）） dated 18 May 2020
	entered into between Xingyao (Tianjin) Investment
	Management Partnership (Limited	Partnership)* （星
	耀（天津）投資管理合夥企業（有限合夥））,	Ningbo Fuying,
	Fosun High Tech, Tianjin Xinghai Commercial
	Management Partnership (Limited Parnership)*（天津星
	海商業管理合夥企業（有限合夥））and other investors
"Group"	the Company and its subsidiaries
"Guarantee"	the irrevocable guarantee provided by Chancheng
	Hospital in favour of Foshan Bank under the guarantee
	contract as security for the banking facilities in the
	principal amount of up to RMB600 million extended by
	Foshan Bank to Foshan Chanxi

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