Fosun International Limited — Proxy Solicitation & Information Statement 2016

Apr 28, 2016

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Annual General Meeting Form of Proxy

Form of proxy for use at the Annual General Meeting to be held on Wednesday, 1 June 2016

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 Wednesday, 1 June 2016, 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	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
		2015.
	2.	To declare a final dividend for the year ended	31 December 2015.
	3.	(i) To re-elect Mr. Guo Guangchang as executive director of the Company.					(i)		(i)
		(ii) To re-elect Mr. Qin Xuetang as executive director of the Company.					(ii)		(ii)
		(iii) To re-elect Mr. Zhang Shengman as independent non-executive director of the					(iii)		(iii)
		Company.
		(iv) To re-elect Mr. Chen Qiyu as executive director of		the Company.			(iv)		(iv)
		(v) To re-elect Mr. Xu Xiaoliang as executive director of			the Company.		(v)		(v)
		(vi) To authorize the board of directors of the	Company to fix the remuneration of the				(vi)		(vi)
		directors of the Company.
	4.	To reappoint 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 repurchase 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 issue and allot 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 grant of specific mandate to the directors of the					(a)		(a)
		Company regarding the issue and allotment of an		aggregate of 5,150,000 new
		shares (“New Award Shares”) to Computershare Hong			Kong Trustees Limited to
		hold on trust for selected participants who are selected by the board of directors
		of the Company (the “Selected Participants”) for participation in the share award
		scheme adopted by the Company on 25 March 2015		(the “Share Award Scheme”)
		(the “Award”) and the transactions contemplated thereunder.
		(b) To approve and confirm the grant of 385,000 award		shares pursuant to the Share			(b)		(b)
		Award Scheme to Mr. Ding Guoqi.
		(c) To approve and confirm the grant of 350,000 award		shares pursuant to the Share			(c)		(c)
		Award Scheme to Mr. Qin Xuetang.
		(d) To approve and confirm the grant of 330,000 award		shares pursuant to the Share			(d)		(d)
		Award Scheme to Mr. Chen Qiyu.

		RESOLUTIONS	RESOLUTIONS				FOR (Note 4)		AGAINST (Note 4)
	(e)	To approve and confirm the grant of 330,000			award shares pursuant to the Share	(e)		(e)
		Award Scheme to Mr. Xu Xiaoliang.
	(f)	To approve and confirm the grant of 35,000			award shares pursuant to the Share	(f)		(f)
		Award Scheme to Mr. Zhang Shengman.
	(g)	To approve and confirm the grant of 35,000			award shares pursuant to the Share	(g)		(g)
		Award Scheme to Mr. Zhang Huaqiao.
	(h)	To approve and confirm the grant of 35,000			award shares pursuant to the Share	(h)		(h)
		Award Scheme to Mr. David T. Zhang.
	(i)	To approve and confirm the grant of 35,000			award shares pursuant to the Share	(i)		(i)
		Award Scheme to Mr. Yang Chao.
	(j)	To approve and confirm the grant of 220,000			award shares pursuant to the Share	(j)		(j)
		Award Scheme to Ms. Kang Lan.
	(k)	To approve and confirm the grant of 165,000			award shares pursuant to the Share	(k)		(k)
		Award Scheme to Mr. Qian Jiannong.
	(l)	To approve and confirm the grant of 145,000			award shares pursuant to the Share	(l)		(l)
		Award Scheme to Mr. John Changzheng Ma.
	(m)	To approve and confirm the grant of 110,000			award shares pursuant to the Share	(m)		(m)
		Award Scheme to Mr. Gong Ping.
	(n)	To approve and confirm the grant of 110,000			award shares pursuant to the Share	(n)		(n)
		Award Scheme to Mr. Michael Lee.
	(o)	To approve and confirm the grant of 50,000			award shares pursuant to the Share	(o)		(o)
		Award Scheme to Mr. Wu Xiaoyong.
	(p)	To approve and confirm the grant of 50,000			award shares pursuant to the Share	(p)		(p)
		Award Scheme to Ms. Chi Xiaolei.
	(q)	To approve and confirm the grant of 3,025,000 award shares pursuant to the Share				(q)		(q)
		Award Scheme to Selected Participants,	other than those persons named in
		resolutions 9(b) — 9(p) above.
	(r)	To authorize any one or more of the directors			of the Company to do all such acts	(r)		(r)
		and things and execute all such documents			which he/they consider necessary,
		desirable or expedient for the purpose			of, or in connection with, the
		implementation of and giving effect to			the Award and the transactions
		contemplated thereunder, including but not limited to the issue and allotment of
		the New Award Shares pursuant to the Share			Award Scheme.

Dated this day of

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.