506de546-e4bb-496a-91f3-6c2e03c918b5.pdf 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 of Fosun International Limited, you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or the transferee.

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 however arising from or in reliance upon the whole or any part of the contents of this circular.

MAJOR AND CONNECTED TRANSACTION DELEGATION OF VOTING RIGHTS IN NANJING NANGANG Independent Financial Adviser to the Independent Board Committee and the Shareholders of the Company

28 April 2016

Page

1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 2. Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
  1. Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
  2. Letter of advice from Lego Corporate Finance Limited . . . . . . . . . . . . . . . . . . . . . . 13
  3. Appendix I - Financial Information of the Group . . . . . . . . . . . . . . . . . . . . . . . 21
6. Appendix II - General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

In this circular, the following expressions have the following meanings, unless the context requires otherwise:

"Announcement" the announcement dated 31 December 2015 issued by the Company in relation to the Delegation

"associate(s)" has the meaning ascribed to it under the Listing Rules

"Board" the board of Directors

"Company" or "Fosun" Fosun International Limited, a company incorporated under the

laws of Hong Kong and the Shares are listed and traded on the main board of the Hong Kong Stock Exchange (Stock Code: 00656)

"connected person(s)" has the meaning ascribed thereto under the Listing Rules "Delegation" the delegation of the voting rights held by Fosun Industrial

Development in Nanjing Nangang to Nanjing Iron & Steel Group

through the execution of the Proxy

"Directors" the directors of the Company

"Fosun High Technology" Shanghai Fosun High Technology (Group) Co., Ltd. (上海復星高

科技（集團）有限公司), a limited liability company incorporated

under the laws of PRC and a wholly-owned subsidiary of the Company

"Fosun Holdings" Fosun Holdings Limited

"Fosun Industrial Development" Shanghai Fosun Industrial Technology Development Co., Ltd. (上

海復星工業技術發展有限公司), a limited liability company

incorporated under the laws of PRC and an wholly-owned subsidiary of Fosun Industrial Investment

"Fosun Industrial Investment" Shanghai Fosun Industrial Investment Co., Ltd. (上海復星產業投

資有限公司), a limited liability company incorporated under the

laws of PRC and a wholly-owned subsidiary of Fosun High Technology

"Fosun International Holdings" Fosun International Holdings Ltd.

"Fosun Pharma" Shanghai Fosun Pharmaceutical (Group) Co., Ltd.

"Group" the Company and its subsidiaries

"HKFRS" Hong Kong Financial Reporting Standards

"Hong Kong" the Hong Kong Special Administrative Region of PRC "Hong Kong Stock Exchange" The Stock Exchange of Hong Kong Limited

"Independent Board Committee" the independent board committee of the Company comprising all

the independent non-executive Directors of the Company, being Mr. Zhang Shengman, Mr. Zhang Huaqiao, Mr. David T. Zhang and Mr. Yang Chao

"Independent Financial Adviser" or "Lego Corporate Finance"

Lego Corporate Finance Limited, a corporation licensed to carry out type 6 (advising on corporate finance) regulated activities under the SFO, which has been appointed as the independent financial adviser to advise the Independent Board Committee and Shareholders in respect of the transactions contemplated under the Proxy

"Latest Practicable Date" 21 April 2016, being the latest practicable date prior to the printing

of this circular for ascertaining certain information contained herein

"Listing Rules" the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange

"Nanjing Iron & Steel Group" Nanjing Iron & Steel Group Co., Ltd. (南京鋼鐵集團有限公司), a

limited liability company incorporated under the laws of PRC and is appointed as the assignee by Fosun Industrial Development under the Proxy

"Nanjing Nangang" Nanjing Nangang Iron & Steel United Co., Ltd. (南京南鋼鋼鐵聯

合有限公司), a limited liability company incorporated under the

laws of PRC

"PRC" or "China" the People's Republic of China, for the purpose of this circular, excluding Hong Kong, Macau Special Administrative Region of PRC and Taiwan

"Proxy" the proxy executed by Fosun Industrial Development to appoint Nanjing Iron & Steel Group as its proxy in respect of all the shares held by Fosun Industrial Development in Nanjing Nangang

"RMB" Renminbi, the lawful currency of PRC

"SFO" Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended from time to time

"Shanghai Stock Exchange" The Shanghai Stock Exchange "Share(s)" the shares of the Company

"Shareholder(s)" holder(s) of the issued ordinary share(s) of the Company

"Waivers" the three waivers granted under each of Rules 14.41(a), 14A.37 and 14A.46(2) of the Listing Rules

"%" per cent

Fosun International Limited issued this content on 28 April 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 29 April 2016 03:38:36 UTC

Original Document: http://media.corporate-ir.net/media_files/IROL/19/194273/2016/4 Eng e00656.pdf