35010261-01-cir



Annual General Meeting Form of Proxy Form of proxy for use at the Annual General Meeting to be held on Thursday, 28 May 2015

I/We (Note 1)

of

being the registered holder(s) of shares (Note 2) of issued shares of Fosun International Limited (the "Company")

HEREBY APPOINT (Note 3) the Chairman of the Meeting or

of

or failing him

of as my/our proxy/proxies to vote for me/us and on my/our behalf at the annual general meeting (the "Meeting") of the Company to be held at Grand Ballroom, 1st Floor, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong at 10 a.m. on Thursday, 28 May 2015, for the purposes of considering and, if thought fit, passing the Resolutions set out in the notice convening the Meeting and at the Meeting (and at any adjournment thereof) to vote for me/us in my/our name(s) in respect of the Resolutions as hereunder indicated.

RESOLUTIONS

FOR

(Note 4)

AGAINST

(Note 4)

1.

To receive and consider the audited consolidated financial statements and the reports of the board of directors of the Company and of Auditors for the year ended 31 December 2014.

2.

To declare a final dividend for the year ended 31 December 2014.

3.

(i) To re-elect Mr. Wang Qunbin as executive director of the Company.

(i)

(i)

(ii) To re-elect Mr. Ding Guoqi as executive director of the Company.

(ii)

(ii)

(iii) To re-elect Mr. Zhang Huaqiao as independent non-executive director of the Company.

(iii)

(iii)

(iv) To re-elect Mr. David T. Zhang as independent non-executive director of the Company.

(iv)

(iv)

(v) To re-elect Mr. Yang Chao as independent non-executive director of the Company.

(v)

(v)

(vi) To authorize the board of directors of the Company to fix the remuneration of the directors of the Company.

(vi)

(vi)

4.

To re-appoint Ernst & Young as Auditors and to authorize the board of directors of the Company to fix their remuneration.

5.

To give a general mandate to the directors of the Company to purchase the shares of the Company not exceeding 10% of the total issued shares of the Company as at the date of passing of this resolution.

6.

To give a general mandate to the directors of the Company to issue, allot and deal with additional shares of the Company not exceeding 20% of the total issued shares of the Company as at the date of passing of this resolution.

7.

To extend the general mandate granted to the directors of the Company to issue, allot and deal with additional shares of the Company by the total shares repurchased by the Company.

8.

To grant an unconditional mandate to the directors of the Company to grant options under the share option scheme and to allot and issue shares of the Company as and when any options may be granted under the share option scheme are exercised.

9.

(a) To approve, confirm and ratify the award of an aggregate of 2,190,000 new shares of the Company to 19 connected selected participants and the transactions contemplated thereunder.

(a)

(a)

(b) To authorize any one or more of the directors of the Company to do all such acts and things and execute all such documents regarding to the implementation of the award and the transactions contemplated thereunder.

(b)

(b)

(c) To approve the grant of specific mandate to the directors of the Company to exercise all the powers of the Company to allot and issue the connected award shares to the connected selected participants.

(c)

(c)

10.

(a) To approve the 2013 employee incentive compensation plan of Sisram Medical Ltd. ("Sisram Medical Plan").

(a)

(a)

(b) To approve the grant of specific mandate to the directors of the Company to exercise all the powers of the Company to grant an option under the Sisram Medical Plan to the grantees of the Sisram Medical Plan to subscribe for an aggregate of 100,000 shares in the share capital of Sisram Medical Ltd. subject to and conditional upon the passing of resolution 10(a) above.

(b)

(b)

Dated this day of 2015. Signature: (Note 5)

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
2. Please insert the number of shares of the Company registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).
3. If any proxy other than the Chairman is preferred, strike out the words "Chairman of the Meeting" herein inserted and insert the name and address of the proxy desired in the space provided. Any member of the Company may appoint one or more proxies to attend and vote on his behalf at the Meeting provided that if more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, TICK APPROPRIATE BOXES MARKED "FOR". IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, TICK APPROPRIATE BOXES MARKED "AGAINST". Failure to complete any or all the boxes will entitle your proxy to cast his votes at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.
5. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of an officer or attorney or other person duly authorized.
6. Voting by poll will be conducted at the Meeting. Every member of the Company present in person (in case of a member being a corporation, by its duly authorized representative) or by proxy shall have one vote for every fully paid-up share of which he is the holder.
7. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s). For this purpose, seniority will be determined by the order in which the names stand in the Register of Members of the Company.
8. To be valid, this form of proxy, together with any power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183
Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the Meeting or the adjourned Meeting.
9. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.
10. Completion and delivery of this form of proxy will not preclude you from attending and voting at the Meeting if you so wish.

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