Shanghai Fosun Pharmaceutical : VOLUNTARY ANNOUNCEMENT-PROPOSED ISSUANCE OF CORPORATE BONDS IN THE PRC（H SHARES）

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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)

VOLUNTARY ANNOUNCEMENT

PROPOSED ISSUANCE OF CORPORATE BONDS IN THE PRC

This announcement is made by Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* (the ''Company'' and, together with its subsidiaries, the ''Group'') on a voluntary basis.

The board (the ''Board'') of directors (the ''Directors'') of the Company is pleased to announce that, on 7 April 2022, the Board considered and approved, among other things, the proposed issuance of corporate bonds (the ''Corporate Bonds'') to the qualified investors as stipulated in the Administrative Measures for the Issuance and Trading of Corporate Bonds 《( 公司債券發行與交易管理辦法》) (the ''Administrative Measures'') by the Company (the ''Proposed Issuance'') in the People's Republic of China (the ''PRC''), subject to the shareholders' approval at the general meeting of the Company.

The Board considered that the Company has complied with the prevailing policies and regulations in relation to issuance of corporate bonds in the PRC and has fulfilled the conditions in respect of public issuance of corporate bonds pursuant to the relevant requirements under the relevant laws, regulations and policies including the Company Law of the PRC, the Securities Law of the PRC and the Administrative Measures and in accordance with the conditions of the Company.

(A) PROPOSED ISSUANCE OF THE CORPORATE BONDS

In order to further optimize the debt structure, broaden financing channels and satisfy funding needs of the Company, the Board resolved to submit the Proposed Issuance of Corporate Bonds by the Company to the general meeting of the Company for approval, the proposal of which is set out as follows:

1. Size and method of the issuance

It is proposed that the size of the Proposed Issuance will not be more than RMB8.0 billion (inclusive) and shall comply with the relevant regulations on issue of corporate bonds. The Proposed Issuance will take the form of public issuance to the qualified investors at one timeor in tranches upon review and approval by the relevant stock exchange and registration with the China Securities Regulatory Commission. The specific size and method of the issuance shall be determined by the Board (or its delegate), which is to be authorized by the general meeting, within the aforesaid range at its absolute discretion in accordance with the requirements under the relevant laws and regulations, advices and recommendations of the regulatory authorities, the funding requirements of the Company and the prevailing market conditions at the time of the Proposed Issuance with a view to safeguarding the interests of the Company.

• 2. Coupon rate and its determination mechanism

  The coupon rate of the Corporate Bonds to be issued under the Proposed Issuance and its calculation and the coupon payment method shall be determined by the Board (or its delegate), which is to be authorized by the general meeting, and the lead underwriter in accordance with the relevant requirements and the market conditions.

• 3. Maturity period, method of principal repayment and interest payment, and other specific arrangements

  The maturity period of the Corporate Bonds to be issued under the Proposed Issuance shall not exceed 7 years (inclusive). The Corporate Bonds may have a single maturity period, or may be hybrid bonds of various maturity periods. The specific maturity periods and the size of each type of bonds of different maturity periods shall be determined by the Board (or its delegate), which is to be authorized by the general meeting, in accordance with the relevant requirements and the prevailing market conditions at the time of the Proposed Issuance.

• 4. Use of proceeds

  The proceeds raised from the Proposed Issuance (excluding the expenses relating to the issuance) are intended to be used for replenishment of the working capital of the Group and repayment of the principal of and interest on interest-bearing debts. The specific purposes shall be determined by the Board (or its delegate), which is to be authorized by the general meeting, taking into consideration the financial position and the funding requirements of the Company.

• 5. Investors and the placing arrangement for shareholders of the Company

  The target of the Proposed Issuance will be the qualified investors pursuant to the requirements under the Administrative Measures. The specific persons to whom the Company will issue the Corporate Bonds shall be determined by the Board (or its delegate), which is to be authorized by the general meeting, in accordance with, the requirements of the relevant laws and regulations, the market conditions and other matters relating to the Proposed Issuance.

• 6. Guarantee arrangement

  The Proposed Issuance does not have any guarantee arrangement.

• 7. Provisions on redemption and repurchase

  Provisions on redemption or repurchase of the Corporate Bonds to be issued under the Proposed Issuance shall be determined by the Board (or its delegate), which is to be authorized by the general meeting, in accordance with the requirements of the relevant laws, the conditions of the Company and the circumstances in the relevant bond market.

• 8. Credit standing of the Company and safeguards for debt repayment

  The Board resolved to put forward a resolution to the general meeting of the Company to authorize the Board (or its delegate) to adopt the following protective measures in the event that the Company anticipates that it will be, or becomes, unable to repay the principal and interests of the Corporate Bonds as and when they fall due in accordance with the relevant laws and regulations and the articles of association of Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* (the ''Articles of Association''):

  • (a) no distribution of any dividend to the shareholders of the Company;

  • (b) suspension of major projects requiring capital expenditures of the Company, such as significant external investments and mergers and acquisitions;

  (c) reduction or suspension of the salary and bonus payment to the Directors and senior management of the Company; and

  (d) no re-designation of the key personnel in charge of the Proposed Issuance.

• 9. Underwriting

  The unsubscribed portion of the Proposed Issuance shall be underwritten by the underwriter syndicate formed by the lead underwriter.

• 10. Listing of the Corporate Bonds

  The Board (or its delegate), which is to be authorized by the general meeting, shall decide on matters in relation to the listing of the Corporate Bonds upon issuance taking into consideration the circumstances of the Company, the method of issue and the market conditions.

• 11. Validity of the resolution

  The resolution relating to the Proposed Issuance shall be valid for 24 months from the date of passing the relevant resolution by the general meeting.

In the event that the Board (or its delegate) has determined to carry out the Proposed Issuance within the validity period and the Company has also obtained the approval, permit, filing or registration of the issuance (if applicable) from regulatory authorities during the validity period of such authorization, the Company may complete such issuance or part of the issuance during the validity period so far as such approval, permit, filing or registration remains valid.

The Proposed Issuance is subject to the consideration and approval item by item at the general meeting of the Company.

(B) PROPOSED GRANT OF GENERAL MANDATE TO ISSUE AND REGISTER THE

CORPORATE BONDS IN THE PRC

In order to effectively coordinate the specific matters during the course of the Proposed Issuance, the Board resolved that a resolution will be proposed at the general meeting of the Company to authorize the Board (or its delegate) to deal with at sole discretion (the ''General Mandate'' )in accordance with the provisions of the relevant laws and regulations, advices and recommendations of the regulatory authorities and the framework and principles approved by the general meeting, with a view to safeguarding the interests of the Company, including but not limited to:

(a) to authorize the Board (or its delegate) to formulate and adjust the specific terms in relation to the Proposed Issuance, including but not limited to all matters relating to the specific size of issuance, maturity period, coupon rate, issuance arrangements, rating arrangements, specific subscription methods, specific placement arrangements, provisions on redemption or repurchase, use of proceeds, and listing of Corporate Bonds, in accordance with the laws and regulations in the PRC, the relevant requirements of PRC securities regulatory authorities and the resolution(s) of general meeting(s) of the Company, and based on the specific conditions of the Company and bond market;

• (b) to authorize the Board (or its delegate) to determine and engage intermediaries to deal with the filing and issuance matters in relation to the Proposed Issuance and proceed with the listing matters and payments of principal and interests with respect to the Corporate Bonds upon completion of the Proposed Issuance, including but not limited to the authorization, execution, implementation, amendment and completion of all necessary documents, contracts, agreements and undertakings in connection with the Proposed Issuance and listing of Corporate Bonds (including but not limited to the underwriting agreement, bond trustee agreement and other legal documents), and information disclosure in accordance with the relevant laws and regulations and the listing rules of the exchanges where the Company's securities are listed (including but not limited to all announcements and circulars in relation to the issue of Corporate Bonds);

• (c) to authorize the Board (or its delegate) to select trustee(s) for the Proposed Issuance, sign the bonds trust agreement(s) and formulate rules for meetings of the bondholders;

• (d) to undertake all filings and listing matters (if applicable) in relation to the Proposed Issuance by the Company, including but not limited to, preparation, revision and submission of the issue and listing of the Corporate Bonds and signing of the relevant applications and filings documents and other legal documents;

(e) to authorize the Board (or its delegate) to make relevant adjustments to matters relating to the

Proposed Issuance based on the advice of the regulatory authorities or the changes in policies or market conditions, or to determine whether to continue with all or part of the work in respect of the Proposed Issuance in accordance with the prevailing circumstances (except where the matter concerned would require re-voting at the general meeting pursuant to the relevant laws and regulations and articles of association of the Company);

(f) to authorize the Board (or its delegate) to deal with other matters in connection with the Proposed Issuance;

• (g) subject to approval of the above authorization at the general meeting, to authorize the Board to authorize its delegate to determine specific matters in connection with the Proposed Issuance and handle all specific matters in connection with the Proposed Issuance at their full discretion; and

• (h) such General Mandate shall remain effective for 24 months commencing from the date on which the resolution is approved at the general meeting of the Company. If the Board (or its delegate) has determined to carry out the Proposed Issuance within the validity period and the Company has also obtained the approval, permit, filing or registration of the issuance (if applicable) from regulatory authorities during the validity period of such authorization, the Company may complete such issuance or part of the issuance during the validity period so far as such approval, permit, filing or registration remains valid. For matters in relation to completion of the issuance or part of the issuance, the General Mandate mentioned above shall remain valid until the date of completion of such issuance or part of the issuance.

The delegate of the Board as mentioned above shall be the chairman or vice chairman of the Company. Such delegate shall be able to exercise the above General Mandate from the date on which the relevant resolution is approved at the general meeting of the Company.

By order of the Board

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

Wu Yifang

Chairman

Shanghai, PRC

7 April 2022

As at the date of this announcement, the executive directors of the Company are Mr. Wu Yifang, Mr. Wang Kexin and Ms. Guan Xiaohui; the non-executive directors of the Company are Mr. Chen Qiyu, Mr. Yao Fang, Mr. Xu Xiaoliang and Mr. Pan Donghui; and the independent non-executive directors of the Company are Ms. Li Ling, Mr. Tang Guliang, Mr. Wang Quandi and Mr. Yu Tze Shan Hailson.

*

for identification purposes only