Shanghai Fosun Pharmaceutical : FORM OF PROXY FOR HOLDERS OF H SHARES FOR THE ANNUAL GENERAL MEETING TO BE HELD ON FRIDAY, 11 JUNE 2021

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)

FORM OF PROXY FOR HOLDERS OF H SHARES

FOR THE ANNUAL GENERAL MEETING

TO BE HELD ON FRIDAY, 11 JUNE 2021

I/We (Note 2)

of

being the holder(s) of			overseas listed
foreign share(s) (''H Share(s)'')(Note 3) of Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* (the	''Company''), hereby appoint

the chairman of the meeting ☐ or Mr. Jiang Xian, the independent non-executive Director ☐ (please tick ''✓'' where applicable)

or

of

as my/our proxy(Note 4) to vote and act for me/us at the annual general meeting (the ''AGM'') of the Company to be held on Friday, 11 June 2021 at 1:00 p.m. at Le Meridien Shanghai Minhang, No. 3199 Cao Bao Road, Shanghai, the PRC to vote for me/us as indicated below. Unless otherwise stated, capitalized terms used herein shall have the same meanings as that defined in the circular of the Company dated 12 May 2021 (the ''Circular'').

Please tick or insert the number of H Shares in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll.(Note 5)

ORDINARY RESOLUTIONS

For(Note 5)

Against(Note 5) Abstain(Note 5)

1. To consider and approve the annual report of the Group for the year 2020.
2. To consider and approve the work report of the Board for the year 2020.
3. To consider and approve the work report of the Supervisory Committee for the year 2020.
4. To consider and approve the final accounts report of the Group for the year 2020.
5. To consider and approve the profit distribution proposal of the Company for the year 2020.
6. To consider and approve the re-appointment of Ernst & Young Hua Ming LLP as the PRC financial report and internal control report auditors of the Company for the year 2021 and re-appointment of Ernst & Young as international financial report auditors of the Company for the year 2021 and the passing of remuneration packages for the PRC and international auditors for the year 2020.
7. To consider and approve the appraisal results and remunerations of executive Directors for 2020.
8. To consider and approve the estimates of ongoing related party transactions of the Group for 2021.
9. To consider and approve the renewed and additional entrusted loan/ borrowing quota of the Group.
10. To consider and approve the additional total credit applications of the Company.
11. To consider and approve the authorisation of the management to dispose of the shares of the listed companies held by the Group.

SPECIAL RESOLUTIONS

For(Note 5)

Against(Note 5) Abstain(Note 5)

1. To consider and approve the renewed and additional guarantee quota of the Group.
2. To consider and, if thought fit, approve the proposed grant of general mandate to issue A Shares and/or H Shares.
3. To consider and, if thought fit, approve the proposed grant of the general mandate to repurchase H Shares.
4. To consider and, if thought fit, approve the proposed grant of the general mandate to repurchase A Shares.
5. To consider and approve the adoption of 2021 Restricted Share Incentive Scheme and the Proposed Grant.
6. To consider and approve the Management Measures for the Appraisal System of the 2021 Restricted Share Incentive Scheme.
7. To consider and approve the mandate to the Board to deal with matters pertaining to the 2021 Restricted Share Incentive Scheme.

ORDINARY RESOLUTIONS

Please fill in the number of votes

19. To elect the independent non-executive Directors (by the cumulative voting)(Note 6);

19(a) Elect Mr. Wang Quandi as an independent non-executive Director;

19(b) Elect Mr. Yu Tze Shan Hailson as an independent non-executive Director.

Signed this

day of

2021

Signature(s)(Note 7) :

Notes:

1. IMPORTANT: You should first review the Circular carefully before filling in this proxy form.
2. Full name(s) and address(es) (as shown in the register of members for H Shares) to be inserted in BLOCK CAPITALS.
3. Please insert the number of H Shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the H Shares registered in your name(s).
4. If any proxy other than the chairman or the independent non-executive Director is preferred, please strike out the words ''the chairman of the meeting or Mr. Jiang Xian, the independent non-executive Director or'' and insert the name and address of the proxy desired in the space provided. Please refer to the overseas regulatory announcement of the Company dated 11 May 2021 in relation to the Report on Public Solicitation of Voting Rights by Independent Non-Executive Director. An H Shareholder entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote on his behalf. A proxy need not be a member of the Company. If more than one proxy is so appointed, the appointment shall specify the number of H Shares in respect of which each such proxy is so appointed. Any alteration made to this form of proxy must be initialled by the person who signs it.
5. IMPORTANT: If you wish to vote for any resolution, tick in the box marked ''For''. If you wish to vote against any resolution, tick in the box marked ''Against''. If you wish to abstain from voting on any resolution, tick in the box marked ''Abstain''. Any abstain vote at the AGM shall be disregarded as voting rights for the purpose of calculating the result of that resolution, but will be counted in the total number of voting shares. If you wish to vote only part of the H Shares in respect of which the proxy is so appointed, please state the exact number of H Shares in lieu of a tick in the relevant box. A tick in the relevant box indicates that the votes attached to all the H Shares to which this form relates will be cast accordingly. Unless you have indicated otherwise in this form, your proxy will also be entitled to vote at his discretion on any resolution properly put to the AGM other than those referred to in the notice convening the AGM.

1. Please note that:
   The cumulative voting system shall be adopted for the election of directors and supervisors at the general meetings. According to the Implementation Rules of Cumulative Voting System of the Company, the voting for the elections of directors other than independent non- executive directors, namely, executive directors and non-executive directors, independent non-executive directors and supervisors are done separately. In the voting for directors or supervisors at the general meeting, each share is entitled to the same number of votes which equals to the total number of directors other than independent non-executive directors, independent non-executive directors or supervisors to be elected, and shareholders may cast all their votes on a particular candidate. Accordingly, cumulative voting system is adopted at this AGM for the election of independent non-executive directors, so that when two independent non-executive directors are being nominated for election at the AGM, for any share held by the shareholders, they will have the same number of votes which equals to the total number of independent non-executive directors to be elected. Shareholders may cast all their votes on a particular candidate or on two candidates. When you fill in the blanks entitled ''cumulative voting'', please fill them as you wish in accordance with the following instructions:
2. 1. In relation to resolutions No. 19 for every share held by you, you will have the same number of voting rights which equals to the number of independent non-executive directors to be elected. For instance, if you are holding 1 million H shares and 2 independent non-executive directors will be elected at this election, the aggregate number of votes which you will have will be 2 million (i.e. 1 million shares × 2 = 2 million shares) regarding resolution No. 19.
   2. Please fill in the sections entitled ''Please fill in the number of votes'' with the number of votes you intend to cast on each candidate of independent non-executive director. Please note that you may cast your votes on every candidate of independent non-executive director provided that the total number of votes which you cast do not exceed the number of votes to which you are entitled; cast all your votes which represent the total number of shares held by you multiplied by the total number of independent non-executive directors to be elected on one candidate; or cast your votes which represent the total or part of number of shares held by you multiplied by the total number of independent non-executive directors to be elected on certain candidates.
      For example, if you are holding 1 million H shares, the number of your votes regarding resolution No. 19 is 2 million. You may choose to cast the 2 million votes equally amongst the 2 independent non-executive director candidates, or to cast all your votes on a single independent non-executive director candidate, or to cast on independent non-executive director candidate A with 2 million votes and not cast any vote on the other candidates, or to cast on independent non-executive director candidate A with 1.5 million votes and cast on independent non-executive director candidate B with 0.5 million votes.
   3. When the total votes, represented by the shares held by you multiplied by the number of independent non-executive directors to be elected, are used up after voting for one of the candidates, you will have no votes remaining to be cast on the other candidate of independent non-executive directors. i.e., the total number of both of your ''For'' votes cast on candidates of independent non- executive directors shall not exceed the aggregate number of votes to which you are entitled.
   4. Please note that when the total votes cast by you on one candidate of independent non-executive directors exceeds the total votes to which you are entitled, all the votes cast will become invalid when the total votes cast by you for some candidates of independent non-executive directors are less than the total votes to which you are entitled, the votes are valid and the remaining votes will be regarded as ''Abstain''.
      For example, if you are holding 1 million H shares, the number of your votes regarding resolution No. 19 is 2 million: (a) if you fill in ''Please fill in the number of votes'' of ''cumulative voting'' under a particular independent non-executive director candidate with ''2 million shares'', you have used up all the votes to which you are entitled, which results in you having no votes for the remaining independent non-executive director candidate. Should you fill in the blanks under resolution No. 19 with any number of shares (other than 0), all your votes on resolution No. 17 will be invalid; or (b) if you fill in ''Please fill in the number of votes'' of ''cumulative voting'' under independent non-executive director candidate A with ''0.5 million shares'' and fill in ''Please fill in the number of votes'' under independent non-executive director candidate B with ''1 million shares'', the 1.5 million votes cast by you are valid and the remaining 0.5 million votes will be regarded as ''Abstain''.
   5. Where the ''For'' votes cast for a particular candidate of independent non-executive director are one half of the total number of shares with voting rights held by all shareholders (including proxies) attending the general meeting, such candidate will be considered to have won the votes. Where the number of elected independent non-executive directors in one cumulative voting is less than the number of independent non-executive directors provided in the Articles of Association, new rounds of voting are required to be held for election of the remaining independent non-executive directors who do not have enough votes in accordance with the Articles of Association.
   6. When a new round of independent non-executive director election is held pursuant to (v) above, the calculation of cumulation should be based on the independent non-executive directors to be elected during such round of election.
3. This proxy form must be signed by you or your attorney duly authorised in writing. If this proxy form is signed by a person authorised in writing by the H shareholder, the power of attorney or other authorisation documents must be notarised. In the case of a corporation, the proxy form must either be executed under its common seal or under the hand of an officer or attorney duly authorised.
4. In case of joint holders, the vote of the joint holder whose name stands first in the register of members for H Shares and who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of other joint holder(s), and for this purpose seniority shall be determined by the order in which the names stand in the register of members for H Shares in respect of such joint holding.
5. In order to be valid, this form of proxy together with the power of attorney or other authority (if any) under which it is signed or a certified copy thereof, must be deposited 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 AGM.
6. Completion and delivery of this form of proxy will not preclude you from attending and voting at the AGM if you so wish.
7. The description of the resolutions is by way of summary only. The full text appears in the notice convening the meeting, which is set out in the Circular.

• for identification purposes only