Fosun International Limited - Proxy Solicitation & Information Statement 2026

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 GRANTING OF SHARE AWARD MANDATE AND

PROPOSED RE-ELECTION OF DIRECTORS AND

PROPOSED RE-APPOINTMENT OF AUDITORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting to be held at 10:00 a.m. on Friday, 5 June 2026 at 39th Floor, Tower S1, the Bund Finance Center, 600 Zhongshan No. 2 Road (E), Huangpu District, Shanghai, China is despatched together with this circular. 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 Hong Kong 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 enclosed form of proxy in accordance with the instructions printed thereon and return it as soon as possible to Computershare Hong Kong Investor Services Limited, the share registrar of the Company, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, but in any event not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof. Completion and return of the enclosed form of proxy will not preclude you from attending and voting physically at such meeting if you so wish.

A letter from the Board is set out on pages 4 to 9 of this circular.

28 April 2026

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
2.	Proposed Granting of the Repurchase Mandate and the Issuance Mandate . . . . . . . . . . .	5
3.	Proposed Granting of the Share Option Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
4.	Proposed Granting of the Share Award Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
5.	Proposed Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
6.	Proposed Re-appointment of Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
7.	Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
8.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
9.	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix	I — Explanatory Statement on the Repurchase Mandate . . . . . . . . . . . . . . . . . . . . .	10
Appendix	II — Details of Directors Proposed to be Re-elected at
	the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Notice of	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	22

– i –

DEFINITIONS

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

‘‘2007 Share Option Scheme’’
the share option scheme adopted by the Company pursuant to a resolution passed by the then Shareholders at the extraordinary general meeting held on 19 June 2007
‘‘2017 Share Option Scheme’’
the share option scheme adopted by the Company pursuant to a resolution passed by the then Shareholders at the annual general meeting held on 6 June 2017
‘‘2023 Share Award Scheme’’

the share award scheme adopted by the Company pursuant to a resolution passed by the then Shareholders at the extraordinary general meeting held on 16 March 2023

‘‘2023 Share Option Scheme’’
the share option scheme adopted by the Company pursuant to a resolution passed by the then Shareholders at the extraordinary general meeting held on 16 March 2023
‘‘Annual General Meeting’’
an annual general meeting of the Company to be held at 10:00 a.m. on Friday, 5 June 2026 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 of the Company

‘‘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 Hong Kong Stock Exchange (Stock Code: 00656)
‘‘Director(s)’’

the director(s) of the Company

– 1 –

DEFINITIONS

‘‘Eligible Person(s)’’

any person belonging to the following classes of participants:

(a) any employee participant; (b) any related entity participant; and (c) any service provider.
‘‘FHL’’ Fosun Holdings Limited, a company incorporated in Hong Kong with limited liability
‘‘Fosun Insurance Portugal’’ Fidelidade — Companhia de Seguros, S.A. ‘‘Fosun International Holdings’’ Fosun International Holdings Ltd., a company incorporated in the British Virgin Islands with limited liability
‘‘Fosun Pharma’’ Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* (上海復星醫藥(集團)股份有限公司), a company whose A shares are listed on the SSE with stock code 600196, and whose H shares are listed on the Hong Kong Stock Exchange with stock code 02196
‘‘FTG’’ Fosun Tourism Group ‘‘Group’’ the Company and its subsidiaries ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC ‘‘Hong Kong Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘Issuance Mandate’’ as defined in paragraph 2(b) of the ‘‘Letter from the Board’’ set out in this circular
‘‘Latest Practicable Date’’ 20 April 2026, 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 Hong Kong Stock Exchange
‘‘Nomination Committee’’ the nomination committee of the Company ‘‘PRC’’ or ‘‘China’’ the People’s Republic of China which, for the purpose of this circular only, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan region

– 2 –

DEFINITIONS

‘‘Repurchase Mandate’’

as defined in paragraph 2(a) of the ‘‘Letter from the Board’’ set out in this circular

‘‘RMB’’

Renminbi, the lawful currency of the PRC

‘‘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 Award Mandate’’ as defined in paragraph 4 of the ‘‘Letter from the Board’’ set out in this circular
‘‘Share Option Mandate’’ as defined in paragraph 3 of the ‘‘Letter from the Board’’ set out in this circular
‘‘Shareholder(s)’’ holder(s) of issued Share(s)
‘‘SSE’’ the Shanghai Stock Exchange
‘‘Takeovers Code’’
The Codes on Takeovers and Mergers issued by the Securities and Futures Commission in Hong Kong
‘‘Treasury Shares’’
Shares repurchased and held by the Company in treasury (if any), as authorised by the laws of Hong Kong and its Articles of Association, for the purpose of the Listing Rules
‘‘Wansheng’’ Zhejiang Wansheng Co., Ltd.* (浙江萬盛股份有限公司), a company whose shares are listed on the SSE with stock code 603010
For identification purpose only

– 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. Gong Ping
Mr. Huang Zhen
Mr. Pan Donghui

Non-executive Directors:

Mr. Li Fuhua
Mr. Luo Yuanli

Independent Non-executive Directors:

Mr. Zhang Shengman
Mr. Zhang Huaqiao
Mr. David T. Zhang
Dr. Lee Kai-Fu
Ms. Tsang King Suen Katherine

28 April 2026

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 GRANTING OF SHARE AWARD MANDATE AND

PROPOSED RE-ELECTION OF DIRECTORS AND

PROPOSED RE-APPOINTMENT OF AUDITORS AND NOTICE OF ANNUAL GENERAL MEETING

– 4 –

LETTER FROM THE BOARD

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

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

On 5 June 2025, 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 8,180,231,794 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 Hong Kong Stock Exchange of up to 10% of the total issued Shares (excluding any Treasury Shares) on the date of passing of such resolution, which is up to 818,023,179 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’’); If the Company repurchases its Shares pursuant to the Repurchase Mandate, it may (i) cancel the repurchased Shares and/or (ii) hold such Shares in treasury as authorized by the Articles of Association of the Company, subject to market conditions and the Company’s capital management needs at the relevant time of the repurchase(s) of the Shares;
(b) to allot, issue or deal with Shares (including any sale or transfer of Treasury Shares) of up to 20% of the total issued Shares (excluding any Treasury Shares) on the date of passing of such resolution, which is up to 1,636,046,358 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.

If the Company repurchases its Shares pursuant to the Repurchase Mandate, Shareholders’ rights attached to any Shares held in treasury by the Company will be suspended under the Companies Ordinance once the Shares are repurchased by the Company, irrespective of whether they are held in the name of the Company or its nominee.

Allotment of Shares under the proposed Issuance Mandate shall include any resale or transfer of Treasury Shares (if any).

– 5 –

LETTER FROM THE BOARD

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 4 and 5 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.

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 2023 Share Option Scheme under which the Directors may grant share options 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 2023 Share Option Scheme and to issue and allot Shares pursuant to the exercise of share options granted under the 2023 Share Option Scheme, 2017 Share Option Scheme and 2007 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 2023 Share Option Scheme or any earlier date as referred to in the proposed ordinary resolutions contained in item 7 of the notice of Annual General Meeting as set out in this circular.

4. PROPOSED GRANTING OF THE SHARE AWARD 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 2023 Share Award Scheme under which the Directors may grant award Shares to any Eligible Person(s), 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 issue and allot award Shares under the 2023 Share Award Scheme (the ‘‘Share Award Mandate’’).

The Share Award 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 2023 Share Award 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.

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LETTER FROM THE BOARD

5. 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. Pan Donghui, Mr. Luo Yuanli, Mr. Zhang Shengman, Mr. Zhang Huaqiao, Mr. David T. Zhang and Dr. Lee Kai-Fu shall retire by rotation at the Annual General Meeting. All of the above 6 retiring Directors, being eligible, will offer themselves for re-election at the same meeting.

Pursuant to Code Provision B.2.3 of Part 2 of Corporate Governance Code, Appendix C1 of the Listing Rules, if an independent non-executive director serves more than 9 years, his/her further appointment should be subject to a separate resolution to be approved by shareholders. As at the Latest Practicable Date, each of Mr. Zhang Shengman, Mr. Zhang Huaqiao, Mr. David T. Zhang and Dr. Lee Kai-Fu has served the Company as independent non-executive Directors for more than 9 years. Accordingly, a separate resolution will be put forward at the Annual General Meeting for re-electing each of Mr. Zhang Shengman, Mr. Zhang Huaqiao, Mr. David T. Zhang and Dr. Lee Kai-Fu as an independent non-executive Director.

While Mr. Zhang Shengman, Mr. Zhang Huaqiao, Mr. David T. Zhang and Dr. Lee Kai-Fu have served the Company as independent non-executive Directors for more than 9 years, the Nomination Committee has assessed the nomination of each of the Directors in accordance with the adopted nomination procedures and the Board Diversity Policy of the Company, and considered that (1) they still have the required independence, character, integrity and experience and are able to carry out their duties as independent non-executive Directors and (2) an appropriate balance between continuity of experience and refreshment of the Board can be maintained upon their reelection based on the following reasons:

(i) Mr. Zhang Shengman, Mr. Zhang Huaqiao, Mr. David T. Zhang and Dr. Lee Kai-Fu are able to confirm their independence in respect of each of the factors set out in Rule 3.13 of the Listing Rules;
(ii) Mr. Zhang Shengman, Mr. Zhang Huaqiao, Mr. David T. Zhang and Dr. Lee Kai-Fu do not have any management role in the Company and its subsidiaries;
(iii) Despite their relatively long term of services on the Board, Mr. Zhang Shengman, Mr. Zhang Huaqiao, Mr. David T. Zhang and Dr. Lee Kai-Fu would still be able to bring fresh perspectives to the Board with their ample experience.

– 7 –

LETTER FROM THE BOARD

Having considered the above factors, and taking into account that Mr. Zhang Shengman, Mr. Zhang Huaqiao, Mr. David T. Zhang and Dr. Lee Kai-Fu would continue to bring in fresh perspectives, objective insights and independent judgment to the Board and the Board committees of which they serve as members, the Nomination Committee therefore recommended the Board to propose them to be re-elected at the Annual General Meeting despite Mr. Zhang Shengman, Mr. Zhang Huaqiao, Mr. David T. Zhang and Dr. Lee Kai-Fu having been independent non-executive Directors of the Company for more than 9 years. After considering the recommendation of the Nomination Committee, the Board is confident that each of Mr. Zhang Shengman, Mr. Zhang Huaqiao, Mr. David T. Zhang and Dr. Lee Kai-Fu remains independent and has a healthy level of professional scepticism. Each of Mr. Zhang Shengman, Mr. Zhang Huaqiao, Mr. David T. Zhang and Dr. Lee Kai-Fu is expected to continue to make valuable contributions and bring fresh perspectives to the business development of the Company by providing their unique, balanced and objective views to the Board, and the Board would like to seek the approval from the Shareholders for each of their re-elections as an independent non-executive Director.

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. Pan Donghui, Mr. Luo Yuanli, Mr. Zhang Shengman, Mr. Zhang Huaqiao, Mr. David T. Zhang and Dr. Lee Kai-Fu are set out in Appendix II of this circular.

6. PROPOSED RE-APPOINTMENT OF AUDITORS

Upon the recommendation of the audit committee of the Company, the Board proposed to reappoint Ernst & Young as the auditors of the Company and to hold office until the conclusion of the next annual general meeting of the Company and to authorize the Board to fix their remuneration for the year ending 31 December 2026. The estimated audit fee in relation to annual audit agreed with the auditors would be approximately RMB11,000,000 to RMB13,000,000, which is determined by the Board and the audit committee of the Company with reference to the market rates, scope of work and audit timetable. As Ernst & Young is relatively familiar with the Group’s financials and affairs, the Board considers that the estimated audit fee agreed with the auditors is a fair and reasonable estimation after due consideration, taking into account of the facts and circumstances known up to the Latest Practicable Date and the audit and other related work in respect of the Group for the year ending 31 December 2026 could be performed more efficiently by Ernst & Young, which is in the best interests of the Company and the Shareholders as a whole.

7. 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; (ii) the granting of the Issuance Mandate; (iii) the extension of the Issuance Mandate by

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LETTER FROM THE BOARD

adding to it the issued Shares repurchased by the Company under the Repurchase Mandate; (iv) the granting of the Share Option Mandate; (v) the granting of the Share Award Mandate; (vi) the reelection of Directors; and (vii) the re-appointment of auditors.

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 Hong Kong 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 physically at the Annual General Meeting if you so wish.

8. RECOMMENDATION

The Directors consider that (i) the granting of the Repurchase Mandate; (ii) the granting of the Issuance Mandate; (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; (v) the granting of the Share Award Mandate; (vi) the re-election of Directors; and (vii) the re-appointment of auditors. are in the 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.

9. 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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EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

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 8,180,231,794 Shares.

Subject to the passing of the ordinary resolution set out in item 4 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 8,180,231,794 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 818,023,179 Shares, representing 10% of the Shares (excluding any Treasury 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 2025) 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 extent as would, in the

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EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

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, Mr. Guo Guangchang, the Company’s controlling shareholder (as defined in the Listing Rules), was interested and deemed to be interested in 5,921,898,734 Shares (including 5,921,160,734 Shares owned by FHL and 738,000 Shares held by him personally), representing 72.39% 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 5,921,160,734 Shares owned by FHL. 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 and assuming that there will be no other change in the total number of issued Shares since the Latest Practicable Date and the number of Shares directly and indirectly held by Mr. Guo Guangchang remains 5,921,898,734, the interest of Mr. Guo Guangchang in the issued Shares would increase to approximately 80.44% 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.

– 11 –

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

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.

The Company confirms that this explanatory statement contains the information required under Rule 10.06(1)(b) of the Listing Rules and that neither this explanatory statement nor the Repurchase Mandate has any unusual features.

If the Company repurchases its Shares pursuant to the Repurchase Mandate, it may (i) cancel the repurchased Shares and/or (ii) hold such Shares in treasury, subject to market conditions and the Company’s capital management needs at the relevant time of the repurchase(s) of the Shares.

Shareholders’ rights attached to any Shares held in treasury by the Company will be suspended under the Companies Ordinance once the Shares are repurchased by the Company, irrespective of whether they are held in the name of the Company or its nominee. Any resale or transfer of Treasury Shares (if any) will be subject to the ordinary resolution in respect of the Issuance Mandate set out in Resolution 5 of the notice of the Annual General Meeting and made in accordance with the Listing Rules and the Companies Ordinance.

7. MARKET PRICES OF SHARES

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

Month	Highest	Lowest
	HK$	HK$
2025
January	4.09	4.05
March	4.22	4
April	4.45	3.75
2026
February	3.8	3.63
March	4.14	4.09
April (up to the Latest Practicable Date)	4.23	3.98

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EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

8. REPURCHASES OF SHARES MADE BY THE COMPANY

The repurchase of a total of 34,727,000 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:

		Highest Price	Lowest Price
		Paid Per	Paid Per
Date	No. of Shares	Share	Share
		(HK$)	(HK$)
27 February 2026	13,027,000	3.8	3.63
31 March 2026	7,000,000	4.14	4.09
8 April 2026	9,500,000	4.23	4.08
14 April 2026	1,200,000	4.1	3.98
15 April 2026	1,200,000	4.08	4.06
16 April 2026	600,000	4.23	4.2
17 April 2026	1,200,000	4.19	4.14
20 April 2026	1,000,000	4.11	4.08

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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 reelected at the Annual General Meeting according to the Articles of Association are provided below.

(1) MR. PAN DONGHUI

Position, Experience and Length of Service

Pan Donghui, aged 56, is an Executive Director, Executive President and Chief Human Resources Officer (CHO) of the Company.

Mr. Pan joined the Group in 1994 and as at the Latest Practicable Date, he has also been a non-executive director of Fosun Pharma (listed on the Hong Kong Stock Exchange and the SSE), FTG (delisted from the Hong Kong Stock Exchange in March 2025) and Fosun Insurance Portugal, a non-independent director of Wansheng (listed on the SSE) and a director of other companies within the Group. Mr. Pan obtained a bachelor’s degree in engineering from Shanghai Jiaotong University in China in 1991, and a master’s degree in business administration from the University of Southern California in the United States in 2009.

Save as disclosed above, as at the Latest Practicable Date, Mr. Pan 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

Save as disclosed above, as far as the Directors are aware, as at the Latest Practicable Date, Mr. Pan does not have any relationship 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. Pan was interested or deemed to be interested in 33,384,484 Shares of the Company.

Save as disclosed above, Mr. Pan 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. Pan entered into a service contract with the Company for a term of services from 5 June 2025 to the conclusion of the annual general meeting of the Company to be held in 2026, with a service period of approximately one year. Mr. Pan has the right to receive an annual remuneration of RMB2,925,000, which shall be determined by the Board with reference to his duties and responsibilities and the Company’s remuneration policy. He is also entitled to receive discretionary award shares, options and/or annual bonus as may be prescribed by the Company.

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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

As at the Latest Practicable Date, there is no information which is disclosable nor is/was Mr. Pan 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. Pan that need to be brought to the attention of the Shareholders.

(2) MR. LUO YUANLI

Position, Experience and Length of Service

Luo Yuanli, aged 31, is a Non-Executive Director of the Company.

Mr. Luo has been a Non-Executive Director of the Company since June 2025. As at the Latest Practicable Date, Mr. Luo has also been the head of the Board Office and general manager of the Administrative Office of Zhongrong Life Insurance Co., Ltd. (‘‘Zhongrong Life Insurance’’). Mr. Luo served as the senior manager of the Elderly Care Business Department, the executive secretary of the Board Office and deputy general manager of the Internal Control and Compliance Department of Zhongrong Life Insurance from September 2021 to April 2022; and as the secretary to the chairman of Zhongtian Financial Group Company Limited from February 2020 to September 2021. Mr. Luo graduated from University of Northampton with a Bachelor of Arts degree in Business & Management in 2020.

Save as disclosed above, as at the Latest Practicable Date, Mr. Luo 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

Save as disclosed above, as far as the Directors are aware, as at the Latest Practicable Date, Mr. Luo does not have any relationship 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. Luo 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.

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

APPENDIX II

Director’s Emoluments

Mr. Luo entered into a service contract with the Company for a term of services from 16 June 2025 to the conclusion of the annual general meeting of the Company to be held in 2026, with a service period of approximately one year. Mr. Luo will not receive any remuneration for holding his office as a non-executive Director.

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

As at the Latest Practicable Date, there is no information which is disclosable nor is/was Mr. Luo 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. Luo that need to be brought to the attention of the Shareholders.

(3) MR. ZHANG SHENGMAN

Position, Experience and Length of Service

Zhang Shengman, aged 68, is an Independent Non-Executive Director of the Company.

Mr. Zhang has been an Independent Non-Executive Director of the Company since December 2006. As at the Latest Practicable Date, Mr. Zhang has also been an independent non-executive director of China Lilang Limited (listed on the Hong Kong Stock Exchange with stock code 01234) and Green Economy Development Limited (listed on the Hong Kong Stock Exchange with stock code 01315). Mr. Zhang worked in the PRC Ministry of Finance as a deputy director and vice secretary from 1987 to 1992. From 1993 to 2005, Mr. Zhang served as an executive director for China, vice president and chief secretary, senior vice director, managing director and chairman of the operations committee, the sanctions committee and the corporate committee on fraud and corruption policy of the World Bank. Mr. Zhang joined Citigroup Inc. (listed on the NYSE with stock code C) in February 2006, and up to May 2016 once served as the chairman of the Public Sector Group, president and chairman of Asia Pacific. From March 2018 to April 2025, Mr. Zhang was a non-executive director of Seazen Group Limited (listed on the Hong Kong Stock Exchange with stock code 01030). Mr. Zhang received a bachelor’s degree in English literature in 1978 from Fudan University and a master’s degree in public administration in 1986 from University of the District of Columbia. Mr. Zhang completed the Harvard Advanced Management Program in 1997.

Save as disclosed above, as at the Latest Practicable Date, 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

Save as disclosed above, as far as the Directors are aware, as at the Latest Practicable Date, Mr. Zhang does not have any relationship 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 was interested or deemed to be interested in 200,250 Shares of the Company.

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 for a term of services from 5 June 2025 to the conclusion of the annual general meeting of the Company to be held in 2026, with a service period of approximately one year. Mr. Zhang has the right to receive an annual remuneration of HKD750,000, which shall be determined by the Board with reference to his duties and responsibilities and the Company’s remuneration policy. He is also entitled to receive discretionary award shares, options and/or annual bonus as may be prescribed by the Company.

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

As at the Latest Practicable Date, 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.

(4) MR. ZHANG HUAQIAO

Position, Experience and Length of Service

Zhang Huaqiao, aged 62, is an Independent Non-Executive Director of the Company.

Mr. Zhang 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 (listed on the Hong Kong Stock Exchange with stock code 00672), Logan Group Company Limited (listed on the Hong Kong Stock Exchange with stock code 03380), Luye Pharma Group Ltd. (listed on the Hong Kong Stock Exchange with stock code 02186) and Radiance Holdings (Group) Company Limited (listed on the Hong Kong Stock Exchange with stock

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

APPENDIX II

code 09993). From July 1986 to January 1989, Mr. Zhang was employed at the People’s Bank of China 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 team and later became co-head of China research team. Mr. Zhang was the chief operating officer from March 2006 to September 2008 and an executive director from May 2006 to September 2008 of Shenzhen Investment Limited (listed on the Hong Kong Stock Exchange with stock code 00604). From September 2008 to June 2011, he was the deputy head of China Investment Banking at UBS Securities Asia Limited. Mr. Zhang was also an independent non-executive director of Haitong International Securities Group Limited (delisted from the Hong Kong Stock Exchange in January 2024). 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.

Relationships

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Zhang was interested or deemed to be interested in 305,000 Shares of the Company.

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

– 18 –

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

(5) MR. DAVID T. ZHANG

Position, Experience and Length of Service

David T. Zhang, aged 63, is an Independent Non-Executive Director of the Company.

Mr. Zhang has been an Independent Non-Executive Director of the Company since June 2012. Mr. Zhang has also been a non-executive director of Noah Holdings Private Wealth and Asset Management Limited (listed on the Hong Kong Stock Exchange with stock code 06686 and on the NYSE with stock code: NOAH) and an independent non-executive director of WeRide Inc. (listed on NASDAQ with stock code WRD and on the Hong Kong Stock Exchange with stock code 00800). Admitted to the practice of law in the State of New York, USA and based in Hong Kong, Mr. Zhang specializes in securities offerings and M&A transactions. He has extensive experience representing Chinese issuers and leading investment banks in US initial public offerings, Hong Kong initial public offerings and other Rule 144A and Regulation S offerings of equity, debt and convertible securities. Mr. Zhang has represented a number of leading private equity funds, multinational corporations and sovereign wealth funds in connection with their investments and M&A transactions in the Greater China region and Southeast Asia. In addition, Mr. Zhang has successfully guided China-based companies listed in the United States and Hong Kong through complex mission-critical moments, counselling leaders and boards of directors on high-stakes matters at the intersection of litigation, regulatory enforcement, reputation and public policy. Mr. Zhang has been rated as a top capital markets attorney by Chambers Global, Legal 500 Asia Pacific, IFLR1000 and Chambers Asia Pacific. Mr. Zhang was a senior corporate partner in the Hong Kong office of Kirkland & Ellis International LLP. Prior to joining Kirkland & Ellis International LLP in August 2011, Mr. Zhang was a partner of Latham & Watkins LLP for eight years. Both firms are leading international law firms. Mr. Zhang graduated from Beijing Foreign Studies University in 1981 and received his J.D. degree from Tulane University Law School in 1991.

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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, as at the Latest Practicable Date, Mr. Zhang does not have any relationship 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 was interested or deemed to be interested in 305,000 Shares of the Company.

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

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

(6) DR. LEE KAI-FU

Position, Experience and Length of Service

Lee Kai-Fu, aged 64, is an Independent Non-Executive Director of the Company.

Dr. Lee 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 director of Sinovation (HK) Investment Management Co. Limited, the managing partner of the Beijing Sinovation Ventures Private Equity Fund Management Limited, the director of Sinovation Ventures (Beijing) Enterprise Management Co., Ltd. (delisted from the NEEQ in January 2020), and the chairman and non-executive director of Ainnovation Technology Group Co., Ltd (listed on the Hong Kong Stock Exchange with stock code 02121). Dr. Lee also serves as the manager of several funds managed by Sinovation Ventures, as well as a director and/or chairman of several companies in industries such as the internet and artificial intelligence. From 1988 to 1990, Dr. Lee worked at Carnegie Mellon University, where he

– 20 –

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

APPENDIX II

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 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 also a non-executive director of Meitu, Inc. (listed on the Hong Kong Stock Exchange with stock code 01357). Dr. Lee received his bachelor’s degree and Ph.D. in Computer Science from Columbia University in 1983 and Carnegie Mellon University in 1988, respectively, as well as Honorary Doctorate Degrees from both the City University of Hong Kong and Carnegie Mellon University in 2010 and 2015, respectively.

Save as disclosed above, as at the Latest Practicable Date, 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, as at the Latest Practicable Date, Dr. Lee does not have any relationship 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 was interested in and/or deemed to be interested in 260,000 Shares of the Company.

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 for a term of services from 5 June 2025 to the conclusion of the annual general meeting of the Company to be held in 2026, with a service period of approximately one year. Dr. Lee has the right to receive an annual remuneration of HKD750,000, which shall be determined by the Board with reference to his duties and responsibilities and the Company’s remuneration policy. He is also entitled to receive discretionary award shares, options and/or annual bonus as may be prescribed by the Company.

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

As at the Latest Practicable Date, 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.

– 21 –

NOTICE OF ANNUAL GENERAL MEETING

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.

==> picture [192 x 108] intentionally omitted <==

NOTICE OF ANNUAL GENERAL MEETING

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 Friday, 5 June 2026 at 39th Floor, Tower S1, the Bund Finance Center, 600 Zhongshan No. 2 Road (E), Huangpu District, Shanghai, China for the following purposes:

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 2025;
(a) To re-elect Mr. Pan Donghui as an executive director of the Company;
(b) To re-elect Mr. Luo Yuanli as a non-executive director of the Company;
(c) To re-elect Mr. Zhang Shengman as an independent non-executive director of the Company;
(d) To re-elect Mr. Zhang Huaqiao as an independent non-executive director of the Company;
(e) To re-elect Mr. David T. Zhang as an independent non-executive director of the Company;
(f) To re-elect Dr. Lee Kai-Fu as an independent non-executive director of the Company ; and
(g) To authorize the Board to fix the remuneration of the directors of the Company (the ‘‘Directors’’);
To reappoint Ernst & Young as Auditors and to authorize the Board to fix their remuneration;

– 22 –

NOTICE OF ANNUAL GENERAL MEETING

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 (b) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to repurchase its shares, subject to and in accordance with the applicable laws and the Listing Rules, be and is hereby generally and unconditionally approved;
(b) the total shares of the Company to be repurchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the total issued shares (excluding any Treasury 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 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;

– 23 –

NOTICE OF ANNUAL GENERAL MEETING

(c) the shares allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the approval in paragraph (a) above shall not exceed 20% of the total issued shares (excluding any Treasury Shares) of the Company on the date of the passing of this resolution and the said approval shall be limited accordingly, except in the following circumstances:
(i) a Rights Issue (as defined below);
(ii) the issue of shares under a share scheme that complies with Chapter 17 of Listing Rules; 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,
(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).

Any reference to an allotment, issue, grant or offer of, or dealing with, shares of the Company shall include a sale or transfer of Treasury Shares in the capital of the Company (including to satisfy any obligation upon the conversion or exercise of any convertible securities, options, warrants or similar rights to subscribe for shares of the Company) to the extent permitted by, and subject to the provisions of, the Listing Rules and all applicable laws and regulations.’’

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NOTICE OF ANNUAL GENERAL MEETING

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 4 and 5 of the notice convening this meeting (the ‘‘Notice’’), the general mandate referred to in the resolution set out in item 5 of the Notice be and is hereby extended by the addition 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 4 of the Notice, provided that such amount shall not exceed 10% of the total issued shares (excluding Treasury Shares) of the Company on the date of the passing of this resolution.’’

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, 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 of the Company (‘‘Shareholders’’) on 16 March 2023 (‘‘2023 Share Option Scheme’’), the share option scheme which was approved by the Shareholders on 6 June 2017 and was terminated on 16 March 2023 (‘‘2017 Share Option Scheme’’), the share option scheme which was approved by the Shareholders on 19 June 2007 and expired on 18 June 2017 (‘‘2007 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 2023 Share Option Scheme; and (ii) during and at any time after the Relevant Period, to issue and allot shares of the Company in respect of the exercise of any options granted under the 2023 Share Option Scheme, 2017 Share Option Scheme and 2007 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 2023 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

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NOTICE OF ANNUAL GENERAL MEETING

(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 resolution as an ordinary resolution:

‘‘THAT:

(a) subject to the Companies Ordinance, Listing Rules and the terms and conditions of the share award scheme which was approved by the Shareholders on 16 March 2023 (‘‘2023 Share Award 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 award shares of the Company under the 2023 Share Award Scheme; and (ii) during and at any time after the Relevant Period, to issue and allot shares of the Company in respect of any award shares of the Company granted under the 2023 Share Award 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 2023 Share Award 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 and, if thought fit, pass the following resolution as a special resolution of the Company:

‘‘THAT:

(a) the articles of association of the Company in the form of the document mark ‘‘A’’ produced to this meeting and, for the purposes of identification, signed by the Chairman of the meeting, which amends and restates the articles of association of the Company to reflect all of the proposed amendments referred to in appendix II of the circular of the Company dated 28 April 2026, be and are hereby approved and adopted as the new articles of association of the Company with effect from the end of this meeting.

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NOTICE OF ANNUAL GENERAL MEETING

(b) any director or company secretary of the Company be and is hereby authorized to do all things necessary to effect and record the adoption of the new articles of association of the Company.’’

By Order of the Board Guo Guangchang Chairman

28 April 2026

Notes:

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.
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 physically at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
The register of members of the Company will be closed from Tuesday, 2 June 2026 to Friday, 5 June 2026, 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 Monday, 1 June 2026.

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. Gong Ping, Mr. Huang Zhen and Mr. Pan Donghui; the non-executive directors are Mr. Li Fuhua and Mr. Luo Yuanli; and the independent non-executive directors are Mr. Zhang Shengman, Mr. Zhang Huaqiao, Mr. David T. Zhang, Dr. Lee Kai-Fu and Ms. Tsang King Suen Katherine.

– 27 –

AI assistant

Fosun International Limited — Proxy Solicitation & Information Statement 2026

49369_rns_2026-04-28_addc7efa-c051-4137-88af-dbd727b0383f.pdf

PROPOSED RE-ELECTION OF DIRECTORS AND

PROPOSED RE-APPOINTMENT OF AUDITORS AND NOTICE OF ANNUAL GENERAL MEETING

DEFINITIONS

‘‘Eligible Person(s)’’

To the Shareholders

1. INTRODUCTION

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

LETTER FROM THE BOARD

3. PROPOSED GRANTING OF THE SHARE OPTION MANDATE

4. PROPOSED GRANTING OF THE SHARE AWARD MANDATE

5. PROPOSED RE-ELECTION OF DIRECTORS

LETTER FROM THE BOARD

6. PROPOSED RE-APPOINTMENT OF AUDITORS

7. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

8. RECOMMENDATION

9. GENERAL INFORMATION

1. REASONS FOR REPURCHASE OF SHARES

2. ISSUED SHARES

3. FUNDING OF REPURCHASES

4. IMPACT OF REPURCHASES

5. TAKEOVERS CODE

6. GENERAL

7. MARKET PRICES OF SHARES

8. REPURCHASES OF SHARES MADE BY THE COMPANY

(1) MR. PAN DONGHUI

Position, Experience and Length of Service

Relationships

Interests in Shares

Director’s Emoluments

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

(2) MR. LUO YUANLI

Position, Experience and Length of Service

Relationships

Interests in Shares

Director’s Emoluments

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

(3) MR. ZHANG SHENGMAN

Position, Experience and Length of Service

Relationships

Interests in Shares

Director’s Emoluments

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

(4) MR. ZHANG HUAQIAO

Position, Experience and Length of Service

Relationships

Interests in Shares

Director’s Emoluments

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

(5) MR. DAVID T. ZHANG

Position, Experience and Length of Service

Relationships

Interests in Shares

Director’s Emoluments

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

(6) DR. LEE KAI-FU

Position, Experience and Length of Service

APPENDIX II

Relationships

Interests in Shares

Director’s Emoluments

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

NOTICE OF ANNUAL GENERAL MEETING

‘‘THAT:

‘‘THAT:

‘‘THAT:

‘‘THAT:

‘‘THAT:

‘‘THAT:

By Order of the Board Guo Guangchang Chairman

28 April 2026

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