Fosun International Limited — Proxy Solicitation & Information Statement 2023

Feb 27, 2023

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FORM OF PROXY FOR USE AT THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON THURSDAY, 16 MARCH 2023

I/We, [(Note][1)] of,

shares [(Note][2)]

being registered holder(s) of shares of the 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 attend and vote for me/us and on my/our behalf at the extraordinary general meeting (the “ Meeting ”) of the Company to be held at 39th Floor, Tower S1, the Bund Finance Center, 600 Zhongshan No. 2 Road (E), Huangpu District, Shanghai, China at 10:00 a.m. on Thursday, 16 March 2023 for the purpose of considering and, if thought fit, passing the resolutions as 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	(a) Subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock
	Exchange”) granting the approval for the listing of, and the permission to deal in, the ordinary shares of the Company (or such
	shares as shall result from a capitalization issue, rights issue, Subdivision, consolidation, re-classification, reconstruction or
	reduction of share capital of the Company from time to time) (the “Share(s)”) which may be issued in respect of the share options
	to be granted under the 2023 Share Option Scheme (as defined in the circular of the Company dated 27 February 2023 (the
	“Circular”)), to consider and approve the adoption of the 2023 Share Option Scheme and to authorize any director of the Company
	(the “Director”) and/or his/her delegate(s) to do all such acts and to enter into all such transactions, arrangements and agreements
	as may be necessary or expedient in order to give full effect to the 2023 Share Option Scheme.
	(b) To consider and approve that the total number of Shares which may be issued in respect of all options and awards to be granted
	under the 2023 Share Option Scheme and any other schemes of the Company must not in aggregate exceed 10% (or such other
	percentage which may be specified by the Hong Kong Stock Exchange from time to time) of the total number of Shares in issue as
	at the Adoption Date (as defined in the Circular) or the relevant date of approval of the refreshment of the Scheme Mandate Limit
	(as defined in the Circular).
	(c) To consider and approve that within the Scheme Mandate Limit, the number of Shares which may be issued in respect of all options
	and awards to be granted to the Service Providers (as defined in the Circular) under the 2023 Share Option Scheme and any other
	schemes of the Company must not in aggregate exceed 0.5% of the total number of Shares in issue as at the Adoption Date or the
	relevant date of approval of the refreshment of the Service Provider Sublimit (as defined in the Circular).
2	(a) Subject to and conditional upon the Listing Committee of the Hong Kong Stock Exchange granting the approval for the listing of,
	and the permission to deal in, the Shares to be issued in respect of the award shares to be granted under the 2023 Share Award
	Scheme (as defined in the Circular), to consider and approve the adoption of the 2023 Share Award Scheme and to authorize any
	Director and/or his/her delegate(s) to do all such acts and to enter into all such transactions, arrangements and agreements as may be
	necessary or expedient in order to give full effect to the 2023 Share Award Scheme.
	(b) To consider and approve that the total number of Shares which may be issued in respect of all options and awards to be granted
	under the 2023 Share Award Scheme and any other schemes of the Company must not in aggregate exceed 10% (or such other
	percentage which may be specified by the Hong Kong Stock Exchange from time to time) of the total number of Shares in issue as
	at the Adoption Date or the relevant date of approval of the refreshment of the Scheme Mandate Limit.
	(c) To consider and approve that within the Scheme Mandate Limit, the number of Shares which may be issued in respect of all options
	and awards to be granted to the Service Providers under the 2023 Share Award Scheme and any other schemes of the Company
	must not in aggregate exceed 0.5% of the total number of Shares in issue as at the Adoption Date or the relevant date of approval of
	the refreshment of the Service Provider Sublimit.
3	Conditional upon resolution no. 1 above being passed, to consider and approve the termination of the 2017 Share Option Scheme (as
	defined in the Circular) with effect from the adoption of the 2023 Share Option Scheme.

RESOLUTIONS

• 4 Conditional upon resolution no. 2 above being passed, to consider and approve the termination of the 2015 Share Award Scheme (as defined in the Circular) with effect from the adoption of the 2023 Share Award Scheme.

• 5 (a) To re-elect Mr. Li Shupei as a non-executive director of the Company.

  • (b) To re-elect Mr. Li Fuhua as a non-executive director of the Company.

Dated this

day of 2023 Signature:

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----- Start of picture text ----- FOR (Note 4) AGAINST (Note 4)(Note 5)----- End of picture text -----

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/her 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 paidup 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 needs 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.

11. The full text of resolutions is set out in the notice convening the Meeting.