Shanghai Fosun Pharmaceutical : FORM OF PROXY FOR HOLDERS OF H SHARES FOR THE ANNUAL GENERAL MEETING TO BE HELD ON WEDNESDAY, 1 JUNE 2022 (H SHARES)

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 WEDNESDAY, 1 JUNE 2022

I/We (Note 2)

of

being the holder(s) of

overseas listedforeign share(s) ( '' H Share(s) '' ) (Note 3) of Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* (the '' Company '' ), hereby appoint the chairman of the meeting 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 Wednesday, 1 June 2022 at 1:00 p.m. at Hilton Shanghai Hongqiao, No. 1116 Hong Song East 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 28 April 2022 (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 2021.

2. To consider and approve the work report of the Board for the year 2021.

To consider and approve the work report of the Supervisory Committee for the year 2021.

To consider and approve the final accounts report of the Group for the year 2021.

To consider and approve the profit distribution proposal of the Company for the year 2021.

7.

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 2022 and re-appointment of Ernst & Young as international financial report auditors of the Company for the year 2022 and the passing of remuneration packages for the PRC and international auditors for the year 2021.

To consider and approve the estimates of ongoing related party transactions of the Group for 2022.

8.

To consider and approve the appraisal results and remunerations of Directors for 2021.

9. To consider and approve the appraisal program of Directors for 2022.

10. To consider and approve the renewed and additional entrusted loan/ borrowing quota of the Group.

11. To consider and approve the additional credit applications of the Company.

12. To consider and approve the authorisation of the management to dispose of the shares of the listed companies held by the Group.

ORDINARY RESOLUTIONS

To consider and approve the compliance with conditions for the proposed issuance of corporate bonds of the Company.

To consider and, if thought fit, to pass the resolution of the proposed issuance of corporate bonds:

14.1 14.2 14.3

Size and method of the issuance;

Coupon rate or its determination mechanism;

Maturity period, method of principal repayment and interest payment, and other specific arrangements;

Use of proceeds;

Issuance target and placing arrangement for Shareholders; Guarantee arrangement;

Provisions on redemption and repurchase;

Credit standing of the Company and safeguards for debt repayment; Underwriting method;

• 14.10 Listing arrangement; and

• 14.11 Validity of the resolutions.

To consider and approve the grant of authorizations to the Board (or its authorized representatives) to deal with, at their absolute discretion, relevant matters in relation to the public issuance of corporate bonds.

To consider and approve the adoption of the Share Option Scheme of Fosun Health and to authorize the Board of the Company, the board of directors of Fosun Health and their respective authorized persons to execute such documents and take such action as they deem appropriate to implement and give effect to the Share Option Scheme.

SPECIAL RESOLUTIONS

For(Note 5)

To consider and approve the renewed and additional guarantee quota of the Group.

To consider and, if thought fit, approve the proposed grant of general mandate to issue A Shares and/or H Shares.

To consider and, if thought fit, approve the proposed grant of general mandate to repurchase H Shares.

To consider and, if thought fit, approve the proposed grant of general mandate to repurchase A Shares.

ORDINARY RESOLUTIONS

Please fill in the number of votes

21.

To re-elect the executive and non-executive Directors of the ninth session of the Board (by cumulative voting)(Note 6):

• 21(a). Re-elect Mr. Wu Yifang as an executive Director;

• 21(b). Re-elect Mr. Wang Kexin as an executive Director;

• 21(c). Re-elect Ms. Guan Xiaohui as an executive Director;

• 21(d). Re-elect Mr. Chen Qiyu as a non-executive Director;

• 21(e). Re-elect Mr. Yao Fang as a non-executive Director;

• 21(f). Re-elect Mr. Xu Xiaoliang as a non-executive Director; and

• 21(g). Re-elect Mr. Pan Donghui as a non-executive Director.

22.

To re-elect the independent non-executive Directors of the ninth session of the Board (by cumulative voting)(Note 6):

• 22(a). Re-elect Ms. Li Ling as an independent non-executive Director;

• 22(b). Re-elect Mr. Tang Guliang as an independent non-executive Director;

• 22(c). Re-elect Mr. Wang Quandi as an independent non-executive Director; and

• 22(d). Re-elect Mr. Yu Tze Shan Hailson as an independent non-executive Director.

23.

To re-elect Supervisors of the ninth session of the Supervisory Committee (by cumulative voting)(Note 6):

• 23(a). Re-elect Mr. Cao Genxing as a Supervisor; and

• 23(b). Re-elect Mr. Guan Yimin as a Supervisor.

Signed this

Against(Note 5)Abstain(Note 5)

day of

2022

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. The health of shareholders, staff and stakeholders is of paramount importance to the Company. In light of the Novel Coronavirus (''COVID-19'') outbreak, the Company encourages that the shareholders of the Company to consider appointing the chairman of the meeting or company secretary of the Company, who will physically attend the AGM, as his/her proxy to vote on the relevant resolution(s) at the AGM. The Company will comply with the requirements of prevention and control measures in relation to COVID-19, and will implement the appropriate precautionary measures at the AGM. If any proxy other than the chairman is preferred, please strike out the words ''the chairman of the meeting or'' and insert the name and address of the proxy desired in the space provided. 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.

• 6. Please note that:

  The cumulative voting system can be adopted for the election of directors and supervisors at the general meetings, i.e. in the voting for directors or supervisors at the general meeting, each share is entitled to the number of votes which equals to the total number of the relevant director/supervisor candidates, which votes may be casted for a single candidate. The cumulative voting system will be adopted for the election of the ninth session of the Board and the Supervisory Committee at the AGM. 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, and the same interpretation is applied below), independent non-executive directors and supervisors are done separately as three classes of candidates (i.e. resolutions 21, 22 and 23). 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 or on a number of candidates underlying the relevant resolution. When you fill in the blanks entitled ''cumulative voting'', please fill them as you wish in accordance with the following instructions:

  • (i) In relation to each of resolutions Nos. 21, 22 and 23 for every share held by you, you will have the same number of voting rights which equals to the number of candidates of (a) directors other than independent non-executive directors, (b) independent non-executive directors and (c) supervisors to be elected. For instance, if you are holding 1 million H shares, and as there are 7 executive and non-executive director candidates under Resolution No. 21, you will then be entitled to an aggregate of 7 million votes (1 million × 7 = 7 million) for Resolutions 21(a) to (g); as there are 4 independent non-executive director candidates under Resolution 22, you will then be entitled to an aggregate of 4 million votes (1 million × 4 = 4 million) for Resolutions 22(a) to (d); as there are 2 supervisor candidates under Resolution 23, you will then be entitled to an aggregate of 2 million votes (1 million × 2 = 2 million) for Resolutions 23(a) to (b).

  • (ii) 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. Please note that you may cast your votes on every candidate of the relevant class as identified in paragraph 6(i) above provided that the total number of votes which you cast do not exceed the number of votes to which you are entitled; or cast on one candidate all your votes representing the total number of shares held by you multiplied by the total number of candidates of the relevant class (as identified in paragraph 6(i) above) to be elected; or cast on certain candidates your votes which represent part of number of shares held by you multiplied by the total number of candidates in each relevant class as identified in paragraph 6(i) above.

    For example, if you are holding 1 million H shares, the number of your votes regarding resolution Nos. 21 (a) to (g) is 7 million. You may choose to cast the 7 million votes equally amongst the 7 candidates, or to cast all your 7 million votes on a single candidate, or to cast 6.5 million votes on candidate A and cast 0.5 million votes on candidate B, or not to cast any vote, etc.

  • (iii) When the total votes, represented by the shares held by you multiplied by the number of candidates to be elected, are used up after voting for one candidate under one resolution, you will have no votes remaining to be cast on the other candidates under that same resolution. i.e., the total number of both of your ''For'' votes cast on all candidates shall not exceed the aggregate number of votes to which you are entitled.

  • (iv) Please note that when the total votes cast by you on some candidate under one resolution exceeds the total votes to which you are entitled under that same resolution, all the votes cast will become invalid. When the total votes cast by you for some candidates under one resolution are less than the total votes to which you are entitled under that same resolution, the votes are valid and the remaining votes will be regarded as abstaining votes.

For example, if you are holding 1 million H shares, the number of your votes regarding resolution Nos. 21(a) to (g) is 7 million: (a) if you fill in ''Please fill in the number of votes'' of ''cumulative voting'' under a particular executive/non-executive director candidate with ''7 million shares'', you have used up all the votes to which you are entitled, which results in you having no votes for the remaining executive/non-executive director candidate. Should you fill in the blank ''Please fill in the number of votes'' of other candidates under resolution Nos. 21(a) to (g) with any number of shares (other than 0), all your votes on resolution No. 21 will be invalid; or (b) if you fill in ''Please fill in the number of votes'' of ''cumulative voting'' under executive/non-executive director candidate A with ''2.5 million shares'' and fill in ''Please fill in the number of votes'' under executive/non-executive director candidate B with ''2.5 million shares'', the aforesaid 5 million votes cast by you are valid and the remaining 2 million votes will be regarded as abstaining votes.

• (v) Where the ''For'' votes cast for a particular candidate reach 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 candidate in one cumulative voting is less than the number of directors/supervisors provided in the Articles of Association, new rounds of voting are required to be held for election of the remaining candidates who do not have enough votes in accordance with the above provisions.

• (vi) When a new round of election is held pursuant to sub-paragraph (v) above, the calculation of cumulative votes should be based on the number of candidates to be elected during such round of election.

7.	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.
8.	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.
9.	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.
10.	Completion and delivery of this form of proxy will not preclude you from attending and voting at the AGM if you so wish.
11.	The description of the resolutions is by way of summary only. The full text appears in the notice convening the AGM, which is set out in
the Circular.
*	for identification purposes only