VOLUNTARY ANNOUNCEMENT IN RELATION TO THE ENTERING INTO OF CAPITAL INCREASE AGREEMENT BY OUR SUBSIDIARY

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1 Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to it 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 announcement. 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 IN RELATION TO THE ENTERING INTO OF CAPITAL INCREASE AGREEMENT BY OUR SUBSIDIARY CAPITAL INCREASE AGREEMENT This announcement is made by the Company on a voluntary basis. The Board is pleased to announced that, on 20 December 2017, Fosun Pharma Industrial, a subsidiary of the Company, entered into the Capital Increase Agreement with each of the Existing Shareholders of Shanghai Henlius, the Other Investors and Shanghai Henlius, pursuant to which, Shanghai Henlius will issue an aggregate of 55,434,678 additional shares in Shanghai Henlius to Fosun Pharma Industrial and the Other Investors for a total consideration of US$190 million (or equivalent amount in RMB). In particular, Fosun Pharma Industrial intends to acquire 14,588,073 additional shares in Shanghai Henlius at RMB22.71 per share, with total consideration of RMB331,295,138 (equivalent to approximately US$50 million); while the Other Investors intend to acquire a total of 40,846,605 additional shares in Shanghai Henlius at RMB22.71 per share, with total consideration of US$140 million (or equivalent amount in RMB). Major terms of the Capital Increase Agreement are set out below: Parties involved : (i) Fosun Pharma Industrial; (ii) the Other Investors; (iii) Existing Shareholders of Shanghai Henlius; and (iv) Shanghai Henlius 1

2 To the best of the Directors knowledge, information and belief having made all reasonable enquiries, as at the date of this announcement, each of the Other Investors and their respective beneficial owners are independent third parties to the Company and its connected persons. Major conditions precedent : (i) All documents in relation to transactions contemplated under the Capital Increase Agreement have been executed and in force; (ii) The Capital Increase Agreement and transactions contemplated hereunder have been approved by the board of directors and shareholders of Shanghai Henlius; (iii) Procedures for filing of foreign-invested enterprises in respect of the transactions contemplated under the Capital Increase Agreement have completed in accordance with relevant laws and regulations, with relevant filing certificates obtained. Payment of consideration : (i) Chongqing Gaotejia shall pay relevant consideration within 15 working days upon the fulfilment or waiver of conditions precedent under relevant Capital Investment Agreement; (ii) Shenzhen Gaotejia shall pay relevant consideration within 90 days upon the expiry of payment term of Chongqing Gaotejia; (iii) Jiaxing Shenmao No. 8 shall pay the first instalment for relevant consideration in the amount of RMB53,007, within 15 working days upon the fulfilment or waiver of conditions precedent as agreed under relevant Capital Investment Agreement, and the second instalment in the amount of RMB79,510, to be paid within 90 days upon the expiry of payment term of the first instalment; and (iv) the Other Investors and Fosun Pharma Industrial shall pay relevant consideration in full within 10 working days from the date of the relevant Capital Increase Agreement and/or the fulfilment or waiver of conditions precedent thereunder. If relevant consideration is to be paid in US dollar, the equivalent amount to be paid shall be calculated based on the middle exchange rate for RMB against US dollar as published by the People s Bank of China on the date of the relevant Capital Increase Agreement. 2

3 Closing date : Closing date shall be the date on which consideration in respect of the issue of shares in Shanghai Henlius under the relevant Capital Increase Agreement has been fully paid. Other agreements : Each Capital Increase Agreement shall be subject to and construed in accordance with laws of the PRC. If there is any dispute, conflict or disagreement arising from the performance or non-performance of obligations under the Capital Increase Agreements, any party shall be entitled to submit the dispute or proposition to the Shanghai International Economy and Trade Arbitration Commission (Shanghai International Arbitration Center) for arbitration in Shanghai in accordance with the prevailing arbitration rules. Parties shall bear the tax obligation and expenses arising from transactions contemplated under the Capital Increase Agreements on their own expenses. The Capital Increase Agreements shall be effective after being signed and sealed by authorised representatives of parties involved. As a pioneer and leader in monoclonal antibody medicines in the PRC, Shanghai Henlius has established a sophisticated research and development (R&D) and manufacture system for antibody medicines. The price of shares in Shanghai Henlius to be issued under the Capital Increase Agreement is RMB22.71 per share, which is determined after arm s length negotiations between the parties, and taking into account the research progress of developing products of Shanghai Henlius, including, in aggregate and as at the date of this announcement, 9 products and 14 indications under clinical trial applications of Shanghai Henlius, among which 3 products are in phase III clinical trial, including rituximab ( 利妥昔 ) monoclonal antibody injection (a biosimilar also known as recombinant murine/ human chimeric anti-cd20 monoclonal antibody injection), the application of which is accepted and has received approval from China Food and Drug Administration. Fosun Pharma Industrial will pay the consideration for the subscription of shares in Shanghai Henlius under the Capital Increase Agreement with its self-raised funds. Upon completion of transactions contemplated under the Capital Increase Agreement, the registered capital of Shanghai Henlius will increase to RMB449,312,666 from RMB393,877,988, and its total issued shares will increase to 449,312,666 shares from 393,877,988 shares. Among which, Fosun Pharma Industrial and Fosun New Medicine, both are the subsidiary of the Company, will hold 280,559,642 shares in Shanghai Henlius in aggregate, representing approximately 62.44% of the total issued shares in Shanghai Henlius. Upon completion of transactions contemplated under the Capital Increase Agreements, Shanghai Henlius will remain as a subsidiary of the Company. The Other Investors will hold 40,846,605 shares in Shanghai Henlius in aggregate. 3

4 As all applicable ratios for the transactions contemplated under the Capital Increase Agreement are less than 5%, pursuant to Chapter 14 of the Hong Kong Listing Rules, the transactions contemplated under the Capital Increase Agreement do not constitute discloseable transactions of the Company. REASON FOR AND BENEFIT OF THE ENTERING INTO OF THE CAPITAL INCREASE AGREEMENT At present, Shanghai Henlius is principally engaged in the R&D and industrialisation of monoclonal antibody biological analogues, biological modifying agents and innovative monoclonal antibody by virtue of advanced technology. Its products under development principally cover certain fields, including cancer, autoimmune disease. The proceeds raised from the transactions contemplated under the Capital Increase Agreement will be utilised for the R&D and daily operations of Shanghai Henlius. GENERAL Shanghai Henlius Shanghai Henlius is a joint stock limited company incorporated in the PRC and a subsidiary of the Company. It is principally engaged in the R&D and industrialisation of monoclonal antibody biological analogues, biological modifying agents and innovative monoclonal antibody by virtue of advanced technology. Fosun Pharma Industrial Fosun Pharma Industrial is a limited liability company incorporated in the PRC and a subsidiary of the Company. It is principally engaged in industrial investment, investment in pharmaceutical industry and import and export of goods and technologies. Chongqing Gaotejia Chongqing Gaotejia is a limited partnership registered in the PRC. It is principally engaged in equity investment. Its major investment fields include medicine, medical services, medical equipments and related fields. Shenzhen Gaotejia Shenzhen Gaotejia is a limited partnership registered in the PRC. It is principally engaged in venture capital investment, provision of venture information and participation in the establishment of startup investment enterprises and advisory firms for investment in and management of startup enterprises. Its major investment fields include medicine and related fields. 4

5 Jiaxing Shenmao No. 8 Jiaxing Shenmao No. 8 is a limited partnership incorporated in the PRC. It is principally engaged in equity investment and investment management. Its major investment fields include, among others, healthcare, consumption upgrade, logistics supply chain, intelligent manufacturing and environmental and new energy industry. Joyful Ascent Joyful Ascent is a company incorporated in Hong Kong. It is principally engaged in equity investment. Green Tomato Green Tomato is a company incorporated in the British Virgin Islands. It is principally engaged in equity investment. Gongqingcheng Yingshuo Gongqingcheng Yingshuo is a limited partnership registered in the PRC. It is principally engaged in investment management and project investment. Its major investment fields include social video network operation, communications, medicine and automotive equipment. Yinxun Investment Yinxun Investment is a limited partnership registered in the PRC. It is principally engaged in investment consultation, domestic trade and import and export of goods and technologies. DEFINITIONS Unless the context other requires, the following expression have the following meaning in this announcement: A Share(s) Board domestic Share(s) of the Company with a nominal value of RMB1 each, which are listed on the Shanghai Stock Exchange and traded in RMB the board of Directors of the Company 5

6 Capital Increase Agreement Chongqing Gaotejia Company Connected Person(s) Director(s) (1) the capital increase agreement entered into by Fosun Pharma Industrial, Existing Shareholders of Shanghai Henlius, Joyful Ascent, Green Tomato, Gongqingcheng Yingshuo, Yinxun Investment and Shanghai Henlius in relation to the subscription of shares in Shanghai Henlius dated 20 December 2017; (2) the capital increase agreement entered into by Chongqing Gaotejia, Shenzhen Gaotejia, Existing Shareholders of Shanghai Henlius and Shanghai Henlius in relation to the subscription of shares in Shanghai Henlius dated 20 December 2017; and (3) the capital increase agreement entered into by Jiaxing Shanmao No. 8, Existing Shareholders of Shanghai Henlius and Shanghai Henlius in relation to the subscription of shares in Shanghai Henlius dated 20 December 2017 Chongqing Gaotejia Ruian Equity Investment Partnership Enterprise (Limited Partnership)* ( 重慶高特佳睿安股權投資基金合夥企業 ( 有限合夥 )), a limited partnership registered in the PRC 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 has the meaning given to it under the Hong Kong Listing Rules the director(s) of the Company 6

7 Existing Shareholders of Shanghai Henlius Fosun Pharma Industrial Fosun New Medicine the shareholders named under the registry of Shanghai Henlius as at the date of this announcement, including Fosun New Medicine, Henlius Biopharmaceuticals, Inc., HenLink, Inc., Scott Shi-Kau Liu, Wei-Dong Jiang, Shanghai Guoyou Biotech Partnership Enterprise (Limited Partnership) * ( 上海果友生物技術合夥企業 ( 有限合夥 )), Shanghai Guohong Biotech Partnership Enterprise (Limited Partnership)* ( 上海果宏生物技術合夥企業 ( 有限合夥 )), Shanghai Guozhi Biotech Partnership Enterprise (Limited Partnership)* ( 上海果智生物技術合夥企業 ( 有限合夥 )), Shanghai Qingke Pien Tze Huang Investment Management Center (Limited Partnership)* ( 上海清科片仔癀投資管理中心 ( 有限合夥 )), Huagai Medical Investment Management Beijing Co., Ltd.* ( 華蓋醫療投資管理 ( 北京 ) 有限公司 ), Huagai Medical Health Venture Capital Investment Chengdu Partnership Enterprise (Limited Partnership)* ( 華蓋醫療健康創業投資成都合夥企業 ( 有限合夥 )), Shanghai Fangzhenghantou Equity Investment Partnership Enterprise (Limited Partnership)* ( 上海方正韓投股權投資合夥企業 ( 有限合夥 )), Suzhou Industrial Park New Metabiology Venture Capital Investment Enterprise (Limited Partnership)* ( 蘇州工業園區新建元生物創業投資企業 ( 有限合夥 )), Ningbo FTZ Yifei Investment Partnership Enterprise (Limited Partnership)* ( 寧波保稅區益飛投資合夥企業 ( 有限合夥 )), Shanghai Oriental Securities Innovation Investment Limited* ( 上海東方證券創新投資有限公司 ), Shanghai Guoyun Biotech Partnership Enterprise (Limited Partnership)* ( 上海果運生物技術合夥企業 ( 有限合夥 )), Wuxi Shanyi Management Consultancy Enterprise (Limited Partnership)* ( 無錫市善宜管理咨詢企業 ( 有限合夥 ) and Wuxi Tongshan Investment Enterprise (Limited Partnership)* ( 無錫市通善投資企業 ( 有限合夥 )) Shanghai Fosun Pharmaceutical Industrial Development Limited* ( 上海復星醫藥產業發展有限公司 ), a limited company established in the PRC which is a subsidiary of the Company as at the date of this announcement Shanghai Fosun New Medicine Research Company Limited* ( 上海復星新藥研究有限公司 ), a limited company established in the PRC which is a subsidiary of the Company as at the date of this announcement Gongqingcheng Yingshuo Gongqingcheng Yingshuo Henlius Investment Fund Partnership Enterprise (Limited Partnership)* ( 共青城英碩漢霖投資基金合夥企業 ( 有限合夥 )), a limited partnership registered in the PRC Green Tomato Green Tomato Asia Limited, a limited company incorporated in the British Virgin Islands 7

8 Group H Share(s) Hong Kong Hong Kong Listing Rules Hong Kong Stock Exchange Other Investors the Company and its subsidiaries overseas listed share(s) of the Company with a nominal value of RMB1 each, which are listed on the Hong Kong Stock Exchange and traded in Hong Kong dollars the Hong Kong Special Administrative Region of the PRC the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited The Stock Exchange of Hong Kong Limited Chongqing Gaotejia, Shenzhen Gaotejia, Jiaxing Shenmao No.8, Joyful Ascent, Green Tomato, Gongqingcheng Yingshuo and Yinxun Investment Jiaxing Shenmao No.8 Jiaxing Shenmao No.8 Equity Investment Partnership Enterprise (Limited Enterprise)* ( 嘉興申貿捌號股權投資合夥企業 ( 有限合夥 )), a limited partnership registered in the PRC Joyful Ascent PRC RMB Shareholder(s) Share(s) Shanghai Henlius Shenzhen Gaotejia Joyful Ascent Limited, a company incorporated in Hong Kong which is an indirect wholly-owned subsidiary of Jacobson Pharma Corporation Limited, a limited company incorporated in the Cayman Islands with its shares listed on the main board of Hong Kong Stock Exchange (stock code: 2633) the People s Republic of China (for the purpose of this announcement, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan) Renminbi, the lawful currency of the PRC Holder(s) of the Share(s) A Share(s) and H Share(s) Shanghai Henlius Biotech Company Limited* ( 上海復宏漢霖生物技術股份有限公司 ), a joint stock company incorporated in the PRC which is a subsidiary of the Company as at the date of this announcement Shenzhen Gaotejia Ruyi Investment Partnership Enterprise (Limited Partnership)* ( 深圳高特佳睿益投資合夥企業 ( 有限合夥 )), a limited partnership registered in the PRC 8

9 United States US$ or US dollar the United States of America US dollar, the lawful currency of the United States Yinxun Investment Shenzhen Yinxun Investment Consultancy Enterprise (General Partnership)* ( 深圳市銀迅投資諮詢企業 ( 普通合夥 )), a limited partnership registered in the PRC % per cent. Shanghai, the People s Republic of China 20 December 2017 By order of the Board Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* Chairman Chen Qiyu As at the date of this announcement, the executive Directors of the Company are Mr. Chen Qiyu, Mr. Yao Fang and Mr. Wu Yifang; the non-executive Directors of the Company are Mr. Guo Guangchang, Mr. Wang Qunbin, Ms. Kang Lan and Mr. Wang Can; and the independent non-executive Directors of the Company are Mr. Cao Huimin, Mr. Jiang Xian, Dr. Wong Tin Yau Kelvin and Mr. Wai Shiu Kwan Danny. * for identification purposes only 9