Fosun : INSIDE INFORMATION-JOINT ANNOUNCEMENT DISCLOSEABLE TRANSACTION-ACQUISITION OF THE CONTROLLING INTEREST IN GLAND PHARMA LIMITED AND RESUMPTION OF TRADING

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 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 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 s Republic of China with limited liability)

(Stock Code: 02196)

INSIDE INFORMATION JOINT ANNOUNCEMENT

DISCLOSEABLE TRANSACTION -

ACQUISITION OF THE CONTROLLING INTEREST IN GLAND PHARMA LIMITED

AND

RESUMPTION OF TRADING

This announcement is made by Fosun Pharma and Fosun International pursuant to Rule 13.09(2) of the Hong Kong Listing Rules and the Inside Information Provisions (as defined under the Hong Kong Listing Rules) under Part XIVA of the SFO.

THE ACQUISITION

The boards of directors of Fosun Pharma and Fosun International are pleased to announce that on 28 July 2016, the Buyer has entered into certain Transaction Documents with, among others, each of the relevant Vendors and the Target Company in respect of the Acquisition and the transactions contemplated thereunder, pursuant to which the Buyer proposes to invest in no more than US$1,261.37 million to acquire in aggregate approximately 79.997% equity interest in the Target Company from the Vendors and to subscribe for the Convertible Preference Shares to be issued by the Target Company representing approximately 6.083% equity interest of the Target Company. Upon the completion of the Acquisition, the Buyer and the Co-Buyers will hold approximately 86.08% equity interest in the Target Company.

HONG KONG LISTING RULES IMPLICATIONS

For Fosun Pharma and Fosun International, as the applicable percentage ratio in respect of the Acquisition is more than 5% but less than 25%, therefore the Acquisition contemplated under the relevant Transaction Documents constitutes a discloseable transaction for Fosun Pharma and Fosun International and is subject to the notification and announcement requirements but is exempt from the independent shareholders' approval requirement under Chapter 14 of the Hong Kong Listing Rules.

Shareholders and potential investors of Fosun Pharma and Fosun International should note that pending the fulfillment of the conditions under the relevant Transaction Documents, the Acquisition may or may not proceed. Shareholders and potential investors of Fosun Pharma and Fosun International are reminded to exercise caution when dealing in the securities of each of Fosun Pharma and Fosun International.

RESUMPTION OF TRADING

At the request of Fosun Pharma, trading in the shares of Fosun Pharma on the Hong Kong Stock Exchange was halted with effect from 9: 00 a.m. on Thursday, 28 July 2016 pending the release of this joint announcement. An application has been made to the Hong Kong Stock Exchange for the resumption of trading in the shares of Fosun Pharma on the Hong Kong Stock Exchange with effect from 9: 00 a.m. on Friday, 29 July 2016.

At the request of Fosun International, trading in the shares of Fosun International and the convertible bonds (stock code: 5996) issued by Logo Star Limited (the ''Convertible Bonds'') on the Hong Kong Stock Exchange was halted with effect from 9: 00 a.m. on Thursday, 28 July 2016 pending the release of this joint announcement. An application has been made to the Hong Kong Stock Exchange for the resumption of trading in the shares of Fosun International and the Convertible Bonds on the Hong Kong Stock Exchange with effect from 9: 00 a.m. on Friday, 29 July 2016.

This announcement is made by Fosun Pharma and Fosun International pursuant to Rule 13.09(2) of the Hong Kong Listing Rules and the Inside Information Provisions (as defined under the Hong Kong Listing Rules) under Part XIVA of the SFO.

The boards of directors of Fosun Pharma and Fosun International are pleased to announce that on 28 July 2016, the Buyer has entered into certain Transaction Documents with, among others, each of the relevant Vendors and the Target Company in respect of the Acquisition and the transactions contemplated thereunder, pursuant to which the Buyer proposes to invest in no more than US$1,261.37 million to acquire in aggregate approximately 79.997% equity interest in the Target Company from the Vendors and to subscribe for the Convertible Preference Shares to be issued by the Target Company representing approximately 6.083% equity interest of the Target Company. Upon the completion of the Acquisition, the Buyer and the Co-Buyers will hold approximately 86.08% equity interest in the Target Company. Details on the major Transaction Documents in respect of the Acquisition are set out as follows.

1. SHARE PURCHASE AGREEMENT

   On 28 July 2016, Fosun Pharma, the Buyer, the Target Company, KKR and the Founder Shareholders entered into the Share Purchase Agreement, pursuant to which the Buyer has agreed to purchase and KKR and the Founder Shareholders have agreed to sell in aggregate 10,841,954 shares in the Target Company held by them. A summary of the major terms of the Share Purchase Agreement is set out as follows:

2. Date

   28 July 2016

3. Parties

4. Fosun Pharma;

5. the Buyer;

6. KKR;

7. the Founder Shareholders; and

8. the Target Company.

   To the best of the knowledge, information and belief of the directors of Fosun Pharma after having made all reasonable enquiries, KKR and each of the Founder Shareholders (and their respective beneficial owners) are third parties independent of Fosun Pharma, and are not connected persons of Fosun Pharma.

   To the best of the knowledge, information and belief of the directors of Fosun International after having made all reasonable enquiries, KKR and each of the Founder Shareholders (and their respective beneficial owners) are third parties independent of Fosun International, and are not connected persons of Fosun International.

9. Assets to be Transferred

   Subject to the terms and conditions of the Share Purchase Agreement, the Buyer has agreed to purchase and KKR and the Founder Shareholders have agreed to sell in aggregate 10,841,954 shares in the Target Company held by them, representing approximately 69.971% equity interest in the Target Company.

10. Consideration

    Subject to the terms and conditions of the Share Purchase Agreement, the consideration for the shares of the Target Company to be sold under the Share Purchase Agreement shall be (1) no more than US$96.872 per share, and in total no more than US$1,050.28 million; and (2) a contingent consideration to be paid to the Founder Shareholders by the Buyer based on 50% of the quarterly gross profit derived from the sale of enoxaparin products by Gland during the period of 2 years from the date of Enoxaparin Launch or ending on 31 December 2019 (whichever is earlier), if the FDA approval for enoxaparin products has been obtained and the Enoxaparin Launch occurs prior to 31 December 2018. If the FDA approval is obtained before

    31 December 2016 (inclusive), the upper limit of such contingent consideration is US$50 million, and if the FDA approval is obtained after 31 December 2016 and before 31 December 2018 (inclusive), the upper limit of such contingent consideration will be US$25 million. If the Enoxaparin Launch occurs after 31 December 2018, the Buyer shall not pay any contingent consideration.

    Subject to the terms and conditions of the Share Purchase Agreement, the following fees may be deducted from the consideration: (1) dividend declared and paid by the Target Company to its existing shareholders, distribution of assets and the payment of management fees made by the Target Company during the period from 31 March 2016 to the SPA Closing Date; and (2) any transaction costs paid by the Target Company prior to the SPA Closing.

    The consideration under the Share Purchase Agreement was determined at arm's length negotiation between the parties to the Share Purchase Agreement, and based on the enterprise value with reference to the actual contribution to the Target Company made by KKR and the Founder Shareholders and their respective duties and obligations. The enterprise value of the Acquisition was approximately US$1,350 million, which was determined at business negotiation between the parties to the Acquisition during the bidding process, and mainly based on the Target Company's EBITDA for the financial year 2016 (i.e. the period from 1 April 2015 to 31 March 2016) with reference to the range of the enterprise valuation multiples from the recent injectable pharmaceutical enterprise mergers and acquisitions in Indian and global market as well as the required net cash flow for the operation of the Target Company.

11. Major Conditions Precedent to the SPA Closing

    The major conditions precedent to the SPA Closing include, but are not limited to, the following:

12. the approval from the competent antitrust authorities of India;

13. the approval from the competent foreign investment authorities of India;

14. the approval from the competent antitrust authorities of the United States;

15. the approval from the NDRC in relation to foreign investment; and