Shanghai Fosun Pharmaceutical : REPORT ON THE USE OF PROCEEDS PREVIOUSLY RAISED 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)

REPORT ON THE USE OF PROCEEDS PREVIOUSLY RAISED

AND

NOTICE OF EGM

A letter from the Board is set out on pages 3 to 5 of this circular. The notice convening the EGM of Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* to be held at 1:30 p.m. on Wednesday, 14 July 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

23 June 2021

CONTENTS

			Page
Definitions .	. . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix	-	Report on the Use of Proceeds Previously Raised . . . . . . . . . . . . . . . . . .	I-1
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
''Board''	the board of directors of the Company
''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
''CSRC''	China Securities Regulatory Commission (中國證券監督管理
	委員會)
''Director(s)''	the director(s) of the Company
''EGM''	the 2021 second extraordinary general meeting of the
	Company to be held at 1:30 p.m. on Wednesday, 14 July
	2021 at Shanghai Film Art Center, No. 160 Xinhua Road,
	Shanghai, the PRC (or any adjournment thereof)
''Group''	the Company and its subsidiaries
''H Shares''	overseas listed foreign share(s) in the ordinary share capital of
	the Company, with a nominal value of RMB1.00 each, which
	are listed on the Hong Kong Stock Exchange and traded in
	Hong Kong dollars
''Hong Kong''	the Hong Kong Special Administrative Region of China
''Hong Kong Listing Rules''	the Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited
''Hong Kong Stock Exchange''	The Stock Exchange of Hong Kong Limited

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DEFINITIONS

''Proposed Non-public Issuance''	the proposed non-public issuance of no more than 5% of the
	total number of the Shares prior to the Proposed Non-public
	Issuance (i.e. no more than 128,144,927 A Shares (inclusive)
	calculated on the basis of the total number of the Shares as at
	the date of the first Board resolution approving the Proposed
	Non-public Issuance) to no more than 35 particular investors
	by the Company, which was approved by the Shareholders at
	the general meeting of the Company held on 29 December
	2020. Further details please refer to the circular of the
	Company dated 8 December 2020
''PRC'' or ''China''	the People's Republic of China, for the purpose of this
	circular, excluding Hong Kong, the Macau Special
	Administrative Region and Taiwan region
''Report on the Use of Proceeds	Report on the Use of Proceeds Previously Raised as at 31
Previously Raised''	December 2020 of Shanghai Fosun Pharmaceutical (Group)
	Co., Ltd.* 《( 上海復星醫藥(集團)股份有限公司截至2020年12
	月31日前次募集資金使用情況報告》)

''RMB''

''Shareholder(s)''

''Share(s)''

''subsidiary(ies)''

Renminbi, the lawful currency of the PRC

holder(s) of Share(s)

share(s) of the Company, including H Shares and A Shares

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

''%''

per cent

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LETTER FROM THE BOARD

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)
Executive Director:	Registered Office:
Mr. WU Yifang (Chairman and CEO)	9th Floor, No. 510
	Caoyang Road
Non-executive Directors:	Putuo District
Mr. CHEN Qiyu	Shanghai, 200063, China
Mr. YAO Fang
Mr. XU Xiaoliang	Headquarters:
Mr. GONG Ping	Building A
Mr. PAN Donghui	No. 1289 Yishan Road
Mr. ZHANG Houlin	Shanghai, 200233, China
Independent Non-executive Directors:	Principal Place of Business
Ms. LI Ling	in Hong Kong:
Mr. TANG Guliang	Level 54
Mr. WANG Quandi	Hopewell Centre
Mr. YU Tze Shan Hailson	183 Queen's Road East
	Hong Kong
	23 June 2021
To the Shareholders
Dear Sir or Madam,

REPORT ON THE USE OF PROCEEDS PREVIOUSLY RAISED

AND

NOTICE OF EGM

1. INTRODUCTION

The purpose of this circular is to give you notice of the EGM enclosed herewith, and to provide you with information regarding resolution to be proposed at the EGM regarding the Report on the Use of Proceeds Previously Raised to enable you to make informed decisions on whether to vote for or against the proposed resolution at the EGM.

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