Fosun International Limited — Proxy Solicitation & Information Statement 2020

Apr 24, 2020

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Fosun International Limited, you should at once hand this circular, together with the enclosed form of proxy, 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 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 howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES AND

PROPOSED GRANTING OF SHARE OPTION MANDATE AND

PROPOSED RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting to be held at 10:00 a.m. on Wednesday, 3 June 2020 at 39th Floor, Tower S1, the Bund Finance Center, 600 Zhongshan No. 2 Road (E), Huangpu District, Shanghai, China. A form of proxy for use at the Annual General Meeting is enclosed. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.fosun.com).

If you are not able to attend the Annual General Meeting, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to 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 as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the meeting if they so wish.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

To safeguard the health and safety of Shareholders and to prevent the spreading of the COVID-19 pandemic, the following precautionary measures will be implemented at the Annual General Meeting of the Company, including but not limited to (i) compulsory body temperature checks, (ii) wearing of surgical face mask throughout the Annual General Meeting, (iii) physical distancing through seating arrangement, (iv) no provision of refreshments or drinks and (v) no distribution of corporate gifts.

Shareholders and Shareholders’ agents who intend to attend the Annual General Meeting on site shall abide by the relevant provisions on epidemic prevention and control at the meeting venue, cooperate with the preparation of temperature checking and take effective personal protective measures. To the extent permitted by law, participants who do not comply with the above precautions are not allowed to enter the meeting venue by the Company to the extent permitted by law.

For the health and safety of Shareholders, the Company would like to encourage Shareholders to exercise their right to vote at the Annual General Meeting by appointing the Chairman of the Annual General Meeting as their proxy and to return their proxy forms by the time specified above, instead of attending the Annual General Meeting in person.

24 April 2020

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	Proposed Granting of the Repurchase Mandate and
	the Issuance Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
3.	Proposed Granting of the Share Option Mandate . . . . . . . . . . . . . . . . . . . .	6
4.	Proposed Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
5.	Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . .	7
6.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
7.	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
**Appendix **	I – Explanatory Statement on the Repurchase Mandate . . . . . . . . .	9
**Appendix **	II – Details of Directors Proposed to be Re-elected at the Annual
	General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
**Notice of **	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20

– i –

DEFINITIONS

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

• “A Share(s)”

• equity securities listed on the SSE

• “Annual General Meeting”

• an annual general meeting of the Company to be held at 10:00 a.m. on Wednesday, 3 June 2020 at 39th Floor, Tower S1, the Bund Finance Center, 600 Zhongshan No. 2 Road (E), Huangpu District, Shanghai, China, to consider and, if appropriate, to approve the resolutions contained in the notice of Annual General Meeting which is set out in this circular, or any adjournment thereof

• “Articles of Association”

• the articles of association of the Company (as amended from time to time)

• “Board” the board of Directors

• “Companies Ordinance”

• the Companies Ordinance (Chapter 622 of the Laws of Hong Kong)

• “Company”

• Fosun International Limited, a company incorporated in Hong Kong with limited liability, the shares of which are listed and traded on the main board of the Stock Exchange (Stock Code: 00656)

• “Director(s)”

• the director(s) of the Company

• “Eligible Person(s)”

• any Director (including independent non-executive Director), employee (whether full-time or part-time), consultant or advisor of the Group who in the sole discretion of the Board has contributed or will contribute to the Group according to the Share Option Scheme

• “FHL”

• Fosun Holdings Limited, a company incorporated in Hong Kong with limited liability

• “Fosun International Holdings”

• Fosun International Holdings Ltd., a company incorporated in the British Virgin Islands with limited liability

– 1 –

DEFINITIONS

“Fosun Pharma” Shanghai Fosun Pharmaceutical (Group) Co., Ltd., a limited liability company established in the PRC and a subsidiary of the Company, whose A Shares are listed on the SSE (Stock Code: 600196), and H Shares are listed on the main board of the Stock Exchange (Stock Code: 02196) “FTG” Fosun Tourism Group, a limited liability company established in the Cayman Islands and a subsidiary of the Company, whose shares are listed on the main board of the Stock Exchange (Stock Code: 01992)

Shanghai Fosun Pharmaceutical (Group) Co., Ltd., a limited liability company established in the PRC and a subsidiary of the Company, whose A Shares are listed on the SSE (Stock Code: 600196), and H Shares are listed on the main board of the Stock Exchange (Stock Code: 02196)

• “Group” the Company and its subsidiaries

• “H Share(s)” equity securities listed on the Stock Exchange

• “HK$”

• Hong Kong dollars, the official currency of Hong Kong

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC

• “Issuance Mandate” as defined in paragraph 2(b) of the “Letter from the Board” set out in this circular

• “Latest Practicable Date” 15 April 2020, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “NEEQ” National Equities Exchange and Quotations

• “Old Share Option Scheme” the share option scheme which was approved by the Shareholders on 19 June 2007 and expired on 18 June 2017

• “PRC” or “China” the People’s Republic of China

• “Repurchase Mandate” as defined in paragraph 2(a) of the “Letter from the Board” set out in this circular

“RMB” Renminbi, the official currency of the PRC

– 2 –

DEFINITIONS

“SFO”	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
“Share(s)”	ordinary share(s) of the Company or if there has been a
	subsequent sub-division, consolidation, reclassification
	or reconstruction of the shares of the Company, shares
	forming part of the ordinary shares of the Company
“Share Option Scheme”	the share option scheme which was approved by the
	Shareholders on 6 June 2017
“Shareholder(s)”	holder(s) of issued Share(s)
“SSE”	the Shanghai Stock Exchange
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	The Codes on Takeovers and Mergers issued by the
	Securities and Futures Commission in Hong Kong

– 3 –

LETTER FROM THE BOARD

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Executive Directors:

Mr. Guo Guangchang (Chairman)

Mr. Wang Qunbin (Co-Chairman)

Mr. Chen Qiyu (Co-Chief Executive Officer)

Mr. Xu Xiaoliang (Co-Chief Executive Officer)

Registered Office: Room 808, ICBC Tower 3 Garden Road Central Hong Kong

Mr. Qin Xuetang

Mr. Gong Ping

Non-executive Director

Ms. Chen Shucui

Independent Non-Executive Directors:

Mr. Zhang Shengman

Mr. Zhang Huaqiao

Mr. David T. Zhang Dr. Lee Kai-Fu

24 April 2020

To the Shareholders

Dear Sirs or Madams,

PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES AND PROPOSED GRANTING OF SHARE OPTION MANDATE AND PROPOSED RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of the resolutions to be proposed at the Annual General Meeting for, inter alia, (i) the granting of the Repurchase Mandate to the Directors; (ii) the granting of the Issuance Mandate to the

– 4 –

LETTER FROM THE BOARD

Directors; (iii) the extension of the Issuance Mandate by adding to it the issued Shares repurchased by the Company under the Repurchase Mandate; (iv) the granting of Share Option Mandate; and (v) the re-election of Directors.

2. PROPOSED GRANTING OF THE REPURCHASE MANDATE AND THE ISSUANCE MANDATE

On 5 June 2019, general mandates were granted to the Directors to repurchase Shares and to issue new Shares. Such mandates will lapse at the conclusion of the Annual General Meeting. As at the Latest Practicable Date, the issued Shares of the Company comprised 8,512,180,744 Shares.

Ordinary resolutions will be proposed at the Annual General Meeting to approve the granting of new general mandates to the Directors:

• (a) to repurchase Shares on the Stock Exchange of up to 10% of the total issued Shares on the date of passing of such resolution, which is up to 851,218,074 Shares (assuming that there will be no change in the number of Shares in issue between the Latest Practicable Date and the date of the Annual General Meeting) (the “ Repurchase Mandate ”);

• (b) to allot, issue or deal with new Shares of up to 20% of the total issued Shares on the date of passing of such resolution, which is up to 1,702,436,148 Shares (assuming that there will be no change in the number of Shares in issue between the Latest Practicable Date and the date of the Annual General Meeting) (the “ Issuance Mandate ”); and

• (c) to extend the Issuance Mandate by an amount representing the Shares repurchased by the Company pursuant to and in accordance with the Repurchase Mandate.

The Repurchase Mandate and the Issuance Mandate will continue to be in force until the conclusion of the next annual general meeting of the Company held after the Annual General Meeting or any earlier date as referred to in the proposed ordinary resolutions contained in items 5 and 6 of the notice of Annual General Meeting as set out in this circular. In accordance with the requirements of the Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the granting of the Repurchase Mandate. The explanatory statement as required by the Listing Rules in connection with the Repurchase Mandate and also constituting the memorandum required under Section 239(2) of the Companies Ordinance, is set out in Appendix I to this circular.

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LETTER FROM THE BOARD

3. PROPOSED GRANTING OF THE SHARE OPTION MANDATE

Under sections 140 and 141 of the Companies Ordinance, directors of a company shall not, without shareholders’ prior approval in general meeting, allot new shares or grant rights to subscribe for, or to convert any security into shares in the company. The Company has a Share Option Scheme under which the Directors may grant to any Eligible Person(s) to subscribe for Shares, subject to the terms and conditions as stipulated therein. It is proposed at the Annual General Meeting to grant the Directors an unconditional mandate to grant share options under the Share Option Scheme and to issue and allot Shares pursuant to the exercise of share options granted under the Share Option Scheme and the Old Share Option Scheme (the “ Share Option Mandate ”).

The Share Option Mandate will continue to be in force until the conclusion of the next annual general meeting of the Company held after the Annual General Meeting or the date of the expiration of the Share Option Scheme or any earlier date as referred to in the proposed ordinary resolutions contained in item 8 of the notice of Annual General Meeting as set out in this circular.

4. PROPOSED RE-ELECTION OF DIRECTORS

Pursuant to articles 106 and 107 of the Articles of Association, at each annual general meeting of the Company, at least one-third of the Directors for the time being (or, if their number is not three or a multiple of three, the number nearest to and is at least one-third) shall retire from office by rotation. The Directors to retire by rotation shall be those who have been serving longest in office since their last appointment or reappointment. As between persons who became or were last reappointed Directors on the same day, the person(s) to retire shall (unless they otherwise agree among themselves) be determined by lot. A retiring Director shall be eligible for re-election by the Shareholders at the relevant annual general meeting.

According to articles 106 and 107 of the Articles of Association, Mr. Chen Qiyu, Mr. Qin Xuetang, Mr. Zhang Huaqiao, and Dr. Lee Kai-Fu shall retire by rotation at the Annual General Meeting. All of the above four retiring Directors, being eligible, will offer themselves for re-election at the same meeting.

Pursuant to article 111 of the Articles of Association, the Board shall have power to appoint any person who is willing to act as a Director, either to fill a casual vacancy on the Board or as an additional Director to the existing Board. Any Director so appointed by the Board shall hold office only until the next following general meeting of the Company after his appointment and shall then be eligible for re-election provided that any Director who so retires shall not be taken into account in determining which particular Directors or the number of Directors who are to retire by rotation at such meeting.

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LETTER FROM THE BOARD

The Board appointed Ms. Chen Shucui as a non-executive Director at the Board meeting held in December 2019 and the appointment came into effect on 17 December 2019. According to article 111 of the Articles of Association, Ms. Chen Shuicui shall retire at the Annual General Meeting and shall be eligible for re-election.

According to the Company’s diversification policy, we endeavour to diversify professional backgrounds of directors in order to meet the needs of the Company’s development. Ms. Chen is experienced in asset management and the appointment of Ms. Chen can supplement the Board’s professional requirements in the assets management industry and facilitate the Group’s balanced and sustainable development. Pursuant to Rule 13.74 of the Listing Rules, a listed issuer shall disclose the details required under Rule 13.51(2) of the Listing Rules of any retiring director(s) proposed to be re-elected or new director(s) proposed to be elected in the notice or accompanying circular to its shareholders of the relevant general meeting, if such re-election or appointment is subject to shareholders’ approval at that relevant general meeting. The requisite details of Mr. Chen Qiyu, Mr. Qin Xuetang, Ms. Chen Shucui, Mr. Zhang Huaqiao, and Dr. Lee Kai-Fu are set out in Appendix II of this circular.

5. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the Annual General Meeting is set out in this circular. At the Annual General Meeting, resolutions will be proposed to approve, inter alia, (i) the granting of the Repurchase Mandate to the Directors; (ii) the granting of the Issuance Mandate to the Directors; (iii) the extension of the Issuance Mandate by adding to it the issued Shares repurchased by the Company under the Repurchase Mandate; (iv) the granting of the Share Option Mandate; and (v) the re-election of Directors.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, all resolutions will be put to vote by way of poll at the Annual General Meeting. An announcement on the poll vote results will be made by the Company after the Annual General Meeting in the manner prescribed under Rule 13.39(5) of the Listing Rules.

A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.fosun.com). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority, 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 appointed for holding the Annual General Meeting or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting if you so wish.

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LETTER FROM THE BOARD

6. RECOMMENDATION

The Directors consider that (i) the granting of the Repurchase Mandate to the Directors; (ii) the granting of the Issuance Mandate to the Directors; (iii) the extension of the Issuance Mandate by adding to it the issued Shares repurchased by the Company under the Repurchase Mandate; (iv) the granting of the Share Option Mandate; and (v) the re-election of Directors are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that the Shareholders shall vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

7. GENERAL INFORMATION

Your attention is drawn to the additional information set out in Appendix I (Explanatory Statement on the Repurchase Mandate) and Appendix II (Details of Directors Proposed to be Re-elected at the Annual General Meeting) to this circular.

Yours faithfully, By Order of the Board Guo Guangchang Chairman

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

The following is an explanatory statement required under Rule 10.06(1)(b) of the Listing Rules and section 239(2) of the Companies Ordinance to be sent to the Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Repurchase Mandate.

1. REASONS FOR REPURCHASE OF SHARES

The Directors believe that the granting of the Repurchase Mandate to the Directors is in the interests of the Company and the Shareholders as a whole.

Repurchases of Shares may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share. The Directors are seeking the granting of the Repurchase Mandate to them to give the Company the flexibility to do so if and when appropriate. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining.

2. ISSUED SHARES

As at the Latest Practicable Date, the issued Shares of the Company comprised 8,512,180,744 Shares.

Subject to the passing of the ordinary resolution set out in item 5 of the notice of Annual General Meeting in respect of the granting of the Repurchase Mandate and on the basis that the number of issued Shares of the Company remains unchanged on the date of the Annual General Meeting, i.e. being 8,512,180,744 Shares, the Directors would be authorized under the Repurchase Mandate to repurchase, during the period in which the Repurchase Mandate remains in force, up to 851,218,074 Shares, representing 10% of the Shares in issue of the Company as at the date of the Annual General Meeting.

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its Articles of Association, the Companies Ordinance and/or any other applicable laws and regulations in Hong Kong, as the case may be.

4. IMPACT OF REPURCHASES

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 December 2019) in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Repurchase Mandate to such

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

5. TAKEOVERS CODE

If, on the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code for all the Shares not already owned by such Shareholder or group of Shareholders.

As at the Latest Practicable Date, FHL, the Company’s controlling shareholder (as defined in the Listing Rules), was interested in 6,044,246,673 Shares, representing 71.01% of the total issued Shares of the Company. FHL is a company incorporated in Hong Kong with limited liability and wholly owned by Fosun International Holdings which was owned as to 85.29% and 14.71% by Mr. Guo Guangchang and Mr. Wang Qunbin, respectively. Pursuant to Part XV of the SFO, FHL is a controlled corporation of Mr. Guo Guangchang and accordingly, Mr. Guo Guangchang was deemed to be interested in 6,044,246,673 Shares owned by FHL. On the basis that the number of issued Shares of the Company remains 8,512,180,744 and the number of Shares held by FHL remains 6,044,246,673, in the event that the Directors exercise in full the power to repurchase Shares in accordance with the terms of the relevant ordinary resolution to be proposed at the Annual General Meeting, the interest of FHL in the issued Shares would increase to approximately 78.90% of the total number of issued Shares.

The Directors will not make repurchase of Shares to such extents which would, in the circumstances, result in less than 20% of the number of issued Shares being held in public hands. The Directors are not aware of any consequences which will arise under the Takeovers Code as a result of any repurchases to be made under the Repurchase Mandate.

6. GENERAL

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Repurchase Mandate to the Directors is approved by the Shareholders.

The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Repurchase Mandate to the Directors is approved by the Shareholders.

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases of Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules and all applicable laws of Hong Kong.

7. MARKET PRICES OF SHARES

The highest and lowest prices per Share at which the Shares were traded on the Stock Exchange during each of the following previous months were as follows:

Month	Highest	Lowest
	HK$	HK$
2019
April	13.86	12.10
May	12.30	9.92
June	10.60	9.81
July	11.08	10.14
August	10.34	8.87
September	10.80	9.66
October	10.48	9.36
November	11.24	10.30
December	11.54	10.40
2020
January	12.40	10.36
February	11.04	9.70
March	10.32	7.28
April (up to the Latest Practicable Date)	9.70	8.09

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

8. REPURCHASES OF SHARES MADE BY THE COMPANY

The repurchase of a total of 32,449,000 Shares were made by the Company in the six months prior to the Latest Practicable Date, details of which are set out in the table below:

	No. of
Date	Shares	Highest	Lowest
		(HK$)	(HK$)
23 January 2020	420,000	11.36	11.20
24 January 2020	450,000	11.54	11.22
29 January 2020	2,400,000	11.02	10.78
30 January 2020	970,000	10.62	10.48
31 January 2020	1,330,000	10.50	10.38
3 February 2020	1,050,000	10.48	10.40
5 February 2020	750,000	10.56	10.52
7 February 2020	950,000	10.84	10.74
10 February 2020	1,000,000	10.84	10.74
11 February 2020	1,000,000	10.86	10.80
13 February 2020	700,000	10.90	10.82
14 February 2020	1,500,000	10.84	10.76
17 February 2020	764,000	10.82	10.76
24 February 2020	3,050,000	10.20	10.00
25 February 2020	2,160,000	10.22	10.06
26 February 2020	1,750,000	10.26	10.08
27 February 2020	950,000	10.28	10.06
28 February 2020	4,166,500	9.99	9.80
2 April 2020	3,069,000	8.30	8.14
3 April 2020	1,969,500	8.32	8.14
6 April 2020	2,050,000	8.52	8.16

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

Pursuant to Rule 13.51(2) of the Listing Rules, details of the Directors proposed to be re-elected at the Annual General Meeting according to the Articles of Association are provided below.

(1) MR. CHEN QIYU

Position, Experience and Length of Service

Chen Qiyu , aged 47, is an Executive Director and Co-CEO of the Company.

Mr. Chen was appointed as the Co-CEO of the Company in February 2020. Mr. Chen joined the Group in 1994 and as at the Latest Practicable Date, he has also been an executive director and chairman of Fosun Pharma (listed on the Stock Exchange and the SSE), a non-executive director and chairman of Shanghai Henlius Biotech, Inc. (listed on the Stock Exchange with stock code 02696), a non-executive director and vice chairman of Sinopharm Group Co., Ltd. (listed on the Stock Exchange with stock code 01099), a non-executive director of BabyTree Group (listed on the Stock Exchange with stock code 01761), a co-chairman of New Frontier Health Corporation (listed on the New York Stock Exchange with stock code NFH) and a director of Beijing Sanyuan Foods Co., Ltd. (listed on the SSE with stock code 600429) and various companies within the Group. Mr. Chen was a director of Dian Diagnostics Group Co., Ltd. (listed on the Growth Enterprise Market Board of the Shenzhen Stock Exchange with stock code 300244) and Maxigen Biotech Inc. (listed on the Taiwan Stock Exchange with stock code 1783). As at the Latest Practicable Date, Mr. Chen has been the chairman of China Medical Pharmaceutical Material Association, a vice chairman of China Pharmaceutical Innovation and Research Development Association, the honorary chairman and chief supervisor of Shanghai Biopharmaceutics Industry Association, the vice council chairman of Shanghai Society of Genetics and a member of the 13th Shanghai Standing Committee of the Chinese People’s Political Consultative Conference. Mr. Chen was a member of the 12th Shanghai Standing Committee of the Chinese People’s Political Consultative Conference. Mr. Chen was awarded “Shanghai Excellent Constructor of Socialism with Chinese Characteristics from Non-public Sector” and “Shanghai Outstanding Entrepreneur 2018”. Mr. Chen received a bachelor’s degree in genetics from Fudan University in 1993 and an EMBA degree from China Europe International Business School in 2005.

Save as disclosed above, Mr. Chen has not held any other directorships in the last three years in public companies with securities listed on any securities market in Hong Kong or overseas.

Relationships

As far as the Directors are aware, Mr. Chen does not have any relationships with any other Directors, senior management, substantial shareholders (as defined in the Listing Rules), or controlling shareholders (as defined in the Listing Rules) of the Company.

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Chen is interested or deemed to be interested in (i) 20,578,000 Shares of the Company, representing 0.24% of the issued Shares; (ii) 114,075 A Shares of Fosun Pharma, representing 0.01% of its issued A shares; and (iii) 1,478 shares of FTG, representing 0.00% of its issued shares.

Save as disclosed above, Mr. Chen was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Director’s emoluments

Mr. Chen entered into a service contract with the Company with a fixed term of services for 3 years commencing from 28 March 2018. For the year commencing 1 April 2020, the annual base payment of Mr. Chen is RMB4,500,000 which is subject to certain adjustments (if any) as determined by the Board and will be borne by the Group. He is also entitled to an annual discretionary bonus determined by the internal policy of the Group.

Information that needs to be disclosed and matters that need to be brought to the attention of the Shareholders

There is no information which is disclosable nor is/was Mr. Chen involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters concerning Mr. Chen that need to be brought to the attention of the Shareholders.

(2) MR. QIN XUETANG

Position, Experience and Length of Service

Qin Xuetang , aged 56, is an Executive Director and Senior Vice President of the Company.

Mr. Qin is also serving as a director of various overseas companies within the Group. Since joining the Group in 1995, Mr. Qin has been in charge of the legal and internal control affairs of the Company, possessing in-depth knowledge in the area of M&A as well as corporate governance of listed companies. In addition, Mr. Qin oversees all matters related to the Company’s audit, compliance, risk control and information disclosure. Mr. Qin received a bachelor’s degree in law in 1985 from the Southwest University of Political Science and Law and was admitted to practice law in the PRC in 1990. Prior to joining the Group, Mr. Qin worked in the Law School of Fudan University.

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

Save as disclosed above, Mr. Qin has not held any other directorships in the last three years in public companies with securities listed on any securities market in Hong Kong or overseas.

Relationships

As far as the Directors are aware, Mr. Qin does not have any relationships with any other Directors, senior management, substantial shareholders (as defined in the Listing Rules), or controlling shareholders (as defined in the Listing Rules) of the Company.

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Qin is interested or deemed to be interested in (i) 16,092,640 Shares of the Company, representing 0.19% of the issued Shares; and (ii) 2,000,000 debentures in Fortune Star (BVI) Limited, representing 0.14% of the relevant class of debentures.

Save as disclosed above, Mr. Qin was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Director’s emoluments

Mr. Qin entered into a service contract with the Company with a fixed term of services for 3 years commencing from 28 March 2018. For the year commencing from 1 April 2020, the annual base payment of Mr. Qin is RMB3,800,000 which is subject to certain adjustments (if any) as determined by the Board and will be borne by the Group. He is also entitled to an annual discretionary bonus determined by the internal policy of the Group.

Information that needs to be disclosed and matters that need to be brought to the attention of the Shareholders

There is no information which is disclosable nor is/was Mr. Qin involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters concerning Mr. Qin that need to be brought to the attention of the Shareholders.

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

(3) MS. CHEN SHUCUI

Position, Experience and Length of Service

Chen Shucui , aged 45, has been a Non-Executive Director of the Company since December 2019.

As at the Latest Practicable Date, Ms. Chen has also been the general manager assistant of China Everwin Asset Management Co., Ltd., a non-executive director of Ronshine China Holdings Limited (listed on the Stock Exchange with stock code 03301), a director of Xinhu Zhongbao Co., Ltd. (listed on the SSE with stock code 600208), a non-independent director of Beijing Jetsen Technology Co., Ltd. (listed on the Shenzhen Stock Exchange with stock code 300182) and Zhejiang Hailiang Co., Ltd. (listed on the Shenzhen Stock Exchange with stock code 002203). Ms. Chen has experience in asset management and securities trading for over twenty years. From 1997 to 2017, Ms. Chen successively served as the general manager assistant of Beijing sales department, the general manager assistant of Hebei securities asset management department of Hebei Securities Co., Ltd.; the deputy general manager of the securities investment department of New Times Securities Co., Ltd.; the deputy general manager of asset management department, deputy general manager of futures intermediate business of Huarong Securities Co., Ltd.; the general manager of securities investment department of Dongxing Securities Co., Ltd. and the president assistant of New Times Trust Co., Ltd.. Ms. Chen graduated from Hebei University of Economics and Business with a bachelor’s degree in economics in 1997, and then obtained her master’s degree in economics from Xiamen University in 2000.

Save as disclosed above, Ms. Chen has not held any other directorships in the last three years in public companies with securities listed on any securities market in Hong Kong or overseas.

Relationships

As far as the Directors are aware, Ms. Chen does not have any relationships with any other Directors, senior management, substantial shareholders (as defined in the Listing Rules), or controlling shareholders (as defined in the Listing Rules) of the Company.

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Ms. Chen was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Director’s emoluments

Ms. Chen entered into a service contract with the Company with effect from 17 December 2019 for a term of 2 years. Ms. Chen will not receive any remuneration in relation to her appointment.

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

Information that needs to be disclosed and matters that need to be brought to the attention of the Shareholders

There is no information which is disclosable nor is/was Ms. Chen involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters concerning Ms. Chen that need to be brought to the attention of the Shareholders.

(4) MR. ZHANG HUAQIAO

Position, Experience and Length of Service

Zhang Huaqiao , aged 56, has been an Independent Non-Executive Director of the Company since March 2012.

As at the Latest Practicable Date, Mr. Zhang has been an independent non-executive director of Zhong An Group Limited (formerly known as Zhong An Real Estate Limited, stock code 00672), China Huirong Financial Holdings Limited (stock code 01290), Logan Property Holdings Company Limited (stock code 03380), Luye Pharma Group Ltd. (stock code 02186), all of which are listed on the Stock Exchange. From July 1986 to January 1989, Mr. Zhang was employed at the People’s Bank of China in Beijing and from June 1999 to April 2006, Mr. Zhang worked at the Equities Department of UBS AG, Hong Kong Branch at which he first served as the head of China research and later became co-head of China research. Mr. Zhang was the chief operating officer from March 2006 to September 2008 and executive director from May 2006 to September 2008 of Shenzhen Investment Limited (listed on the Stock Exchange with stock code 00604). From September 2008 to June 2011, he was deputy head of China Investment Banking at UBS Securities Asia Limited. Mr. Zhang was a non-executive director of Boer Power Holdings Limited (listed on the Stock Exchange with stock code 01685) from November 2011 to May 2019, an independent non-executive director of Yancoal Australia Ltd. (listed on the Australian Stock Exchange with stock code YAL) from April 2014 to January 2018, Wanda Hotel Development Company Limited (listed on the Stock Exchange with stock code 00169) from September 2014 to May 2018, Sinopec Oilfield Service Corporation (listed on the SSE with stock code 600871 and on the Stock Exchange with stock code 01033) from February 2015 to June 2018 and China Rapid Finance Limited (listed on the New York Stock Exchange with stock code XRF) from January 2016 to March 2019. From September 2012, he was a non-executive director of China Smartpay Group Holdings Limited (listed on the Stock Exchange with stock code 08325), and served as executive director and chairman of board, he resigned as a non-executive director and chairman of board in January 2020. Mr. Zhang graduated from the Graduate School of the People’s Bank of China with a master’s degree in economics in 1986; and from the Australian National University with a master’s degree in economics in 1991.

Save as disclosed above, Mr. Zhang has not held any other directorships in the last three years in public companies with securities listed on any securities market in Hong Kong or overseas.

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

Relationships

As far as the Directors are aware, Mr. Zhang does not have any relationships with any other Directors, senior management, substantial shareholders (as defined in the Listing Rules), or controlling shareholders (as defined in the Listing Rules) of the Company.

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Zhang is interested or deemed to be interested in 455,000 Shares and underlying shares of the Company, representing 0.01% of the issued Shares.

Save as disclosed above, Mr. Zhang was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Director’s emoluments

Mr. Zhang entered into a service contract with the Company with a fixed term of services for 3 years commencing from 28 March 2018. For the year commencing from 1 April 2020, the annual base payment of Mr. Zhang is HK$550,000 which is subject to certain adjustments (if any) as determined by the Board and will be borne by the Group. He is also entitled to an annual discretionary bonus determined by the internal policy of the Group.

Information that needs to be disclosed and matters that need to be brought to the attention of the Shareholders

There is no information which is disclosable nor is/was Mr. Zhang involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters concerning Mr. Zhang that need to be brought to the attention of the Shareholders.

(5) DR. LEE KAI-FU

Position, Experience and Length of Service

Lee Kai-Fu , aged 58, has been an Independent Non-Executive Director of the Company since March 2017.

As at the Latest Practicable Date, Dr. Lee has also been the chairman of Sinovation Ventures (Beijing) Enterprise Management Co., Ltd. (delisted from the NEEQ in January 2020), a co-founder and the managing partner of Sinovation Ventures Development Funds, the chairman and CEO of Innovation Works Limited, a non-executive director of Meitu, Inc. (listed on the Stock Exchange with stock code 01357). Dr. Lee has also been a director of various companies in the internet, artificial intelligence and other industries. From 1988 to 1990, Dr. Lee worked at Carnegie Mellon University, where he served as an assistant professor; between July 1990 and April 1996, Dr. Lee worked at Apple Inc. (listed on NASDAQ with stock code AAPL), serving as a vice-president from December 1995; from July 1998 to July 2005, Dr. Lee

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

was the vice president of Microsoft Corporation (listed on NASDAQ with stock code MSFT); from July 2005 to September 2009, Dr. Lee was the president of Google China of Google Inc. (listed on NASDAQ with stock code GOOGL), and he was responsible for launching the Google China R&D Centre. Dr. Lee was an independent director of LightInTheBox Holding Co., Ltd. (listed on the New York Stock Exchange with stock code LITB) from June 2013 to July 2019, an independent non-executive director of Shangri-La Asia Limited (listed on the Stock Exchange with stock code 00069) from November 2015 to June 2019 and an independent non-executive director of Hon Hai Precision Industry Co., Ltd. (listed on the Taiwan Stock Exchange with stock code 2317) from July 2016 to June 2019. Dr. Lee received his bachelor of arts degree and Ph.D. in computer science from Columbia University in 1983 and Carnegie Mellon University in 1988, respectively.

Save as disclosed above, Dr. Lee has not held any other directorships in the last three years in public companies with securities listed on any securities market in Hong Kong or overseas.

Relationships

As far as the Directors are aware, Dr. Lee does not have any relationships with any other Directors, senior management, substantial shareholders (as defined in the Listing Rules), or controlling shareholders (as defined in the Listing Rules) of the Company.

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Dr. Lee is interested or deemed to be interested in 110,000 Shares and underlying shares of the Company, representing 0.00% of the issued Shares.

Save as disclosed above, Dr. Lee was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Director’s emoluments

Dr. Lee entered into a service contract with the Company with a fixed term of services for 3 years commencing from 28 March 2018. For the year commencing from 1 April 2020, the annual base payment of Dr. Lee is HK$550,000 which is subject to certain adjustments (if any) as determined by the Board and will be borne by the Group. He is also entitled to an annual discretionary bonus determined by the internal policy of the Group.

Information that needs to be disclosed and matters that need to be brought to the attention of the Shareholders

There is no information which is disclosable nor is/was Dr. Lee involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters concerning Dr. Lee that need to be brought to the attention of the Shareholders.

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NOTICE OF ANNUAL GENERAL MEETING

==> picture [175 x 98] intentionally omitted <==

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

To safeguard the health and safety of Shareholders and to prevent the spreading of the COVID-19 pandemic, the following precautionary measures will be implemented at the Annual General Meeting of the Company, including but not limited to (i) compulsory body temperature checks, (ii) wearing of surgical face mask throughout the Annual General Meeting, (iii) physical distancing through seating arrangement, (iv) no provision of refreshments or drinks and (v) no distribution of corporate gifts.

Shareholders and Shareholders’ agents who intend to attend the Annual General Meeting on site shall abide by the relevant provisions on epidemic prevention and control at the meeting venue, cooperate with the preparation of temperature checking and take effective personal protective measures. To the extent permitted by law, participants who do not comply with the above precautions are not allowed to enter the meeting venue by the Company to the extent permitted by law.

For the health and safety of Shareholders, the Company would like to encourage Shareholders to exercise their right to vote at the Annual General Meeting by appointing the Chairman of the Annual General Meeting as their proxy and to return their proxy forms by the time specified above, instead of attending the Annual General Meeting in person.

NOTICE IS HEREBY GIVEN that the annual general meeting (“ AGM ”) of Fosun International Limited (the “ Company ”) will be held at 10:00 a.m. on Wednesday, 3 June 2020 at 39th Floor, Tower S1, the Bund Finance Center, 600 Zhongshan No. 2 Road (E), Huangpu District, Shanghai, China for the following purposes:

1. To receive and consider the audited consolidated financial statements of the Company and the reports of the board of directors of the Company (the “ Board ”) and of Auditors for the year ended 31 December 2019;

2. To declare a final dividend for the year ended 31 December 2019;

3. To re-elect directors of the Company (the “ Directors ”) and to authorize the Board to fix the remuneration of the Directors of the Company;

4. To reappoint Ernst & Young as Auditors and to authorize the Board to fix their remuneration;

5. To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

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NOTICE OF ANNUAL GENERAL MEETING

“ THAT :

• (a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to purchase its shares, subject to and in accordance with the applicable laws, be and is hereby generally and unconditionally approved;

• (b) the total shares of the Company to be purchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the total issued shares of the Company on the date of passing of this resolution and the said approval shall be limited accordingly; and

• (c) for the purpose of this resolution, “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

  • (i) the conclusion of the next annual general meeting of the Company;

  • (ii) the revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company’s shareholders in general meeting; and

  • (iii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable laws to be held.”

• To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT :

• (a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with unissued shares of the Company and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall authorize the Directors to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;

• (c) the shares allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to:

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NOTICE OF ANNUAL GENERAL MEETING

• (i) a Rights Issue (as defined below);

• (ii) the exercise of options under the share option scheme of the Company; and

• (iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association of the Company,

shall not exceed 20% of the total issued shares of the Company on the date of the passing of this resolution and the said approval shall be limited accordingly; and

• (d) for the purposes of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company’s shareholders in general meeting; and

• (iii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable laws to be held;

“Rights Issue” means an offer of shares open for a period fixed by the Directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange).”

1. To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT :

conditional upon the passing of the resolutions set out in items 5 and 6 of the notice convening this meeting (the “ Notice ”), the general mandate referred to in the resolution set out in item 6 of the Notice be and is hereby extended by the addition

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NOTICE OF ANNUAL GENERAL MEETING

to the shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to such general mandate of an amount representing the shares purchased by the Company pursuant to the mandate referred to in the resolution set out in item 5 of the Notice, provided that such amount shall not exceed 10% of the total issued shares of the Company on the date of the passing of this resolution.”

1. To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT :

• (a) subject to the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“ Listing Rules ”) and the terms and conditions of the share option scheme which was approved by the Shareholders on 6 June 2017 and the share option scheme which was approved by the Shareholders on 19 June 2007 and expired on 18 June 2017 (“ Old Share Option Scheme ”), a mandate be and is hereby unconditionally given to the Directors (i) to exercise all the powers of the Company during the Relevant Period (as defined below) to grant options under the Share Option Scheme; (ii) during the Relevant Period, to issue and allot shares of the Company as and when any options granted under the Share Option Scheme and the Old Share Option Scheme are exercised; and (iii) at any time after the Relevant Period, to issue and allot shares of the Company pursuant to the exercise of share options granted under the Share Option Scheme and the Old Share Option Scheme;

• (b) for the purpose of this resolution, “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

  • (i) the expiration of the Share Option Scheme;

  • (ii) the conclusion of the next annual general meeting of the Company;

  • (iii) the revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company’s shareholders in general meeting; and

  • (iv) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable laws to be held.”

• To consider as special business and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:

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NOTICE OF ANNUAL GENERAL MEETING

“ THAT :

• (a) the grant of specific mandate to the Directors regarding the issue and allotment of an aggregate of 7,633,680 new shares (“ New Award Shares ”) to Computershare Hong Kong Trustees Limited to hold on trust for selected participants who are selected by the Board (the “ Selected Participants ”) for participation in the share award scheme adopted by the Company on 25 March 2015 (the “ Share Award Scheme ”) (a copy of which has been produced to the AGM marked “A” and signed by the chairman of the AGM for the purpose of identification) (the “ Award ”) and the transactions contemplated thereunder, be and are hereby approved, confirmed and ratified;

• (b) the grant of 1,660,000 award shares pursuant to the Share Award Scheme to Mr. Chen Qiyu is hereby approved and confirmed;

• (c) the grant of 1,660,000 award shares pursuant to the Share Award Scheme to Mr. Xu Xiaoliang is hereby approved and confirmed;

• (d) the grant of 295,000 award shares pursuant to the Share Award Scheme to Mr. Qin Xuetang is hereby approved and confirmed;

• (e) the grant of 275,000 award shares pursuant to the Share Award Scheme to Mr. Gong Ping is hereby approved and confirmed;

• (f) the grant of 25,000 award shares pursuant to the Share Award Scheme to Mr. Zhang Shengman is hereby approved and confirmed;

• (g) the grant of 25,000 award shares pursuant to the Share Award Scheme to Mr. Zhang Huaqiao is hereby approved and confirmed;

• (h) the grant of 25,000 award shares pursuant to the Share Award Scheme to Mr. David T. Zhang is hereby approved and confirmed;

• (i) the grant of 25,000 award shares pursuant to the Share Award Scheme to Dr. Lee Kai-Fu is hereby approved and confirmed;

• (j) the grant of 255,000 award shares pursuant to the Share Award Scheme to Mr. Zhang Houlin is hereby approved and confirmed;

• (k) the grant of 255,000 award shares pursuant to the Share Award Scheme to Mr. Li Tao is hereby approved and confirmed;

• (l) the grant of 100,000 award shares pursuant to the Share Award Scheme to Mr. Jin Hualong is hereby approved and confirmed;

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NOTICE OF ANNUAL GENERAL MEETING

• (m) the grant of 68,000 award shares pursuant to the Share Award Scheme to Ms. Mu Haining is hereby approved and confirmed;

• (n) the grant of 3,833,000 award shares pursuant to the Share Award Scheme to Selected Participants, other than those persons named in resolutions 9(b) – 9(m) above, is hereby approved and confirmed; and

• (o) any one or more of the Directors be and is/are hereby authorized to do all such acts 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.”

By Order of the Board Guo Guangchang Chairman

24 April 2020

Notes:

1. Any member of the Company entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend and vote instead of him/her. A proxy needs not to be a member of the Company. 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.

2. To be effective, a form of proxy together with the power of attorney or other authority (if any), under which it is signed or a notarially certified copy of that power or authority, 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 appointed for the holding of the meeting or any adjournment thereof. Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

3. The register of members of the Company will be closed from Friday, 29 May 2020 to Wednesday, 3 June 2020, both days inclusive, during which period no transfer of shares will be effected. In order to be eligible to attend and vote at the AGM, all share transfer documents accompanied by the relevant share certificates and other relevant documents, if any, must be lodged with Computershare Hong Kong Investor Services Limited, the share registrar of the Company, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (the “ Share Registrar ”), for registration no later than 4:30 p.m. on Thursday, 28 May 2020.

The register of members of the Company will also be closed from Wednesday, 10 June 2020 to Friday, 12 June 2020, both days inclusive, during which period no transfer of shares will be effected. In order to qualify for the final dividend to be proposed at the AGM, all share transfer documents accompanied by the relevant share certificates and other relevant documents, if any, must be lodged with the Share Registrar for registration no later than 4:30 p.m. on Tuesday, 9 June 2020.

As at the date of this document, the executive directors of the Company are Mr. Guo Guangchang, Mr. Wang Qunbin, Mr. Chen Qiyu, Mr. Xu Xiaoliang, Mr. Qin Xuetang and Mr. Gong Ping; the non-executive director is Ms. Chen Shucui; and the independent non-executive directors are Mr. Zhang Shengman, Mr. Zhang Huaqiao, Mr. David T. Zhang and Dr. Lee Kai-Fu.

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