為本人╱吾等之代表，出席本公司於2025年10月23日（ 星期四 ）上午十時正假座中國上海市黃浦區中山東二路600號外灘金 融中心S1幢39樓舉行之股東特別大會（「大會」），藉以考慮並酌情批准大會通告所載決議案，並於大會（ 及其任何續會 ）以 本人╱吾等名義，就該決議案按下文所載指示代表本人╱吾等投票。除文義另有所指外，此處所使用之詞彙與本公司日 期為2025年9月25日通函所使用者具有相同涵義。 地址為 為復星國際有限公司（「本公司」）股本中已發行股份 （ 附 註 2 ） 股之登記持有人， 茲委任 （ 附 註 3 ） 大會主席，或 地址為 或（ 如其未克出席） 地址為 於2025年10月23日（星期四）召開之股東特別大會適用之代表委任表格 本代表委任表格所涉及的股份 本人╱吾等 （ 附 註 1 ） | （ | 附 | 註 | ） | （ | 附 | 註 | ） | 普通決議案 | 贊成 | 反對 | 4 | 4 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 受限於並以復星醫藥股東於復星醫 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本通告的內容概不負責，對其準 確性或完整性亦不發表任何聲明，並明確表示，概不對因本通告全部或任何部分內容而產 生或因倚賴該等內容而引致的任何損失承擔任何責任。 除文 義另 有所 指外 ，本 通告 所用 詞彙 與復 星國 際有 限公 司（「 本公 司」）日期 為2025 年9 月 25 日的通函（「通函」，內容有關建議採納復星醫藥2025年H股受限制股份單位計劃 ）所界定者 具有相同涵義。本通告所載決議案的詳情載於通函內。 股東特別大會通告 茲通告本公司謹訂於2025年10月23日（ 星期四 ）上午十時正假座中國上海市黃浦區中山東二 路600號外灘金融中心S1幢39樓舉行股東特別大會（「股東特別大會」）討論下列事項： 1. 作為特別事項，考慮並酌情通過（ 無論有否修訂）下列決議案為普通決議案： 「動議： 受限於並以復星醫藥股東於復星醫藥臨時股東會通過批准採納復星醫藥2025年H股受限 制股份單位計劃的普通決議案為條件，批准採納2025年H股受限制股份單位計劃（ 其註 有「A」字樣之副本已提呈大會，並由大會主席簽署以資識別 ），以及授權本公司任何董 事及╱ 或其 ...

此 乃 要 件 請 即 處 理 閣下如對本通函任何方面或應採取之行動有任何疑問，應諮詢股票經紀或其他註冊 證券交易商、銀行經理、律師、專業會計師或其他專業顧問。 閣下如已出售或轉讓名下所有復星國際有限公司之股份，應立即將本通函連同隨附 之代表委任表格送交買主或承讓人，或經手買賣之銀行、股票經紀或其他代理商， 以便轉交買主或承讓人。 香港交易及結算所有限公司及香港聯合交易所有限公司對本通函之內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本通函全部或任何 部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 建議採納復星醫藥2025年H股受限制股份單位計劃 及 股東特別大會通告 董事會函件載列於本通函第8至42頁。 2025年9月25日 | 董事會函件 | | | | | | | | | | | | | | | | | | | | | | 8 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | -- ...

此 乃 要 件 請 即 處 理 閣下如對本通函任何方面或應採取之行動有任何疑問，應諮詢股票經紀或其他註冊 證券交易商、銀行經理、律師、專業會計師或其他專業顧問。 閣下如已出售或轉讓名下所有復星國際有限公司之股份，應立即將本通函送交買主 或承讓人，或經手買賣之銀行、股票經紀或其他代理商，以便轉交買主或承讓人。 本通函僅供參考之用，並不構成收購、購買或認購本通函所述證券的邀請或要約。 香港交易及結算所有限公司及香港聯合交易所有限公司對本通函之內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本通函全部或任何 部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 主要交易 有關視作出售珠寶時尚集團之股權 本封面中使用的大寫術語具有與本通函標題「釋義」一節中相同之涵義。董事會函件 載於本通函第5至21頁。 本次增資已根據上市規則第14.44條獲股東書面批准，以代替本公司股東大會。本通 函寄送予股東僅供參考。 2025年9月25日 | 釋義 | | | | 1 | | --- | --- | --- | --- | --- | | 董事會函件 | | | | 5 | | 附錄一 | — | ...

Financial Performance - Total revenue for the first half of 2025 was RMB 87.28 billion, a decrease of 10.8% compared to RMB 97.84 billion in 2024[5]. - The company's net profit attributable to shareholders was RMB 661.2 million, down 8.2% from RMB 720.1 million in 2024[5]. - The basic and diluted earnings per share were both RMB 0.08, compared to RMB 0.09 in 2024[5]. - The group's revenue for the reporting period was RMB 87,283.1 million, a year-on-year decrease of 10.8%, primarily due to a decline in the happiness segment's revenue[34]. - The profit attributable to the parent company's shareholders was RMB 661.2 million, down 8.2% from the same period in 2024[33]. - The health segment's profit increased by 48.3% year-on-year, reaching RMB 755.8 million, while the happiness segment reported a loss of RMB 434.6 million[38]. - The group reported a total profit of RMB 2,669,755,000 for the six months ended June 30, 2025, with a pre-tax profit of RMB 3,871,329,000[155]. Revenue Breakdown - Overseas business revenue reached RMB 46.67 billion, accounting for 53% of total revenue, an increase of 6.6 percentage points compared to the same period in 2024[10]. - The health segment's revenue accounted for 25.6% of total revenue, while the happiness segment contributed 38.3%, reflecting a year-on-year decline of 21.9% in the happiness segment[36]. - The insurance segment saw a revenue increase of 3.3%, driven by strong performance from Fosun Portugal Insurance[10]. - The insurance sector saw a significant increase in revenue, contributing RMB 217,053.0 million, which is 29.1% of total revenue, up from 23.7% in the previous period[40]. - Total revenue for the health segment reached RMB 22,565,238,000, while the happiness segment generated RMB 33,721,429,000, and the insurance segment contributed RMB 20,890,270,000, leading to a combined total revenue of RMB 87,283,090,000[155]. Cost and Expenses - The company reduced management expenses, contributing to a slight decline in operational profit to RMB 3.15 billion, down 9.3% year-on-year[10]. - Financing costs decreased to 5.3%, down over 30 basis points from the end of 2024[11]. - The pre-tax profit for the six months ended June 30, 2025, was impacted by a sales cost of RMB 44,667,888,000, down from RMB 55,249,386,000 in 2024, reflecting a decrease of approximately 19.2%[165]. - Tax expenses for the six months ended June 30, 2025, totaled RMB 1,201,574,000, compared to RMB 1,109,922,000 in 2024, representing an increase of about 8.2%[166]. Research and Development - Research and development investment reached RMB 3.6 billion, focusing on healthcare innovations[10]. - Research and development investment for Fosun Pharma totaled RMB 2,584 million in the first half of 2025, with RMB 1,717 million allocated specifically for R&D expenses[47]. - The company has invested over €175 million in digital transformation over the past decade to enhance customer experience[26]. Asset Management and Liabilities - As of the end of the reporting period, the group's total assets reached RMB 735,687.2 million, a decrease of 7.6% compared to the end of 2024[33]. - Total liabilities decreased to RMB 538,352,976,000 from RMB 598,989,096,000, reflecting a decline of approximately 10.1%[136]. - The company's equity as of June 30, 2025, was RMB 197,334,260,000, slightly down from RMB 197,538,916,000 as of December 31, 2024[136]. Strategic Initiatives - The company exited non-core assets valued at over RMB 10 billion in the first half of 2025 as part of its debt reduction strategy[14]. - The company plans to expand its overseas operations, with new stores opening in the UK and Southeast Asia[17]. - The group has been actively managing liquidity and debt, including diversifying financing channels and disposing of non-core assets to enhance cash reserves[146]. Market and Operational Highlights - Club Med achieved a record global revenue of €1.75 billion in the first half of 2025, a 3.8% increase compared to the same period in 2024[20]. - The total number of internet users for Fosun Portugal Insurance surpassed 2 million, representing nearly 20% of Portugal's total population[24]. - The company has signed agreements to dispose of non-core assets totaling over RMB 2,000 million since the beginning of 2025, aiming to optimize asset structure and enhance cash flow[47]. Foreign Exchange and Interest Rate Risks - The company faced foreign exchange risks due to holding assets and liabilities in foreign currencies, which could impact profits and net assets[126]. - Interest rate risk is present due to floating rate borrowings, which may increase interest expenses if rates rise[127]. - The group aims to diversify financing channels to enhance risk control and ensure efficient use of financial resources[125].

Core Viewpoint - The issuance of the world's first private enterprise "Yulan Bond" by Shanghai Fosun High Technology (Group) Co., Ltd. marks a significant breakthrough in supporting private enterprises in expanding financing channels and promoting sustainable development [1] Group 1 - The "Yulan Bond" has a total issuance scale of 1 billion yuan, a term of 3 years, and an interest rate of 4.9% [1] - The bond received subscriptions from various domestic and international investors, including banks, securities firms, public funds, and asset management companies [1] - The successful launch of the "Yulan Bond" demonstrates a major advancement in providing precise support for the financing needs of private enterprises [1]

Core Viewpoint - The meeting between Sichuan Provincial Party Committee Secretary and Fosun International Chairman focused on seizing strategic opportunities for development in the western region and enhancing cooperation in various sectors [1] Group 1: Strategic Opportunities - The discussion emphasized the importance of the new era of western development and the Chengdu-Chongqing economic circle [1] - Both parties aim to deepen collaboration in key areas such as biomedicine, intelligent manufacturing, and cultural tourism [1] Group 2: Investment and Development - There is a commitment to increase investment in Chengdu and accelerate industrial transformation and upgrading [1] - The goal is to better support high-quality development in Chengdu [1]

Core Insights - Fosun International Limited was included in Fortune China's 2025 list of "Most Admired Chinese Companies," highlighting its leadership in ESG, employee responsibility, and stakeholder value creation [1][2] - The evaluation criteria for the list emphasize a balance between profit generation and social responsibility, recognizing companies with a long-term strategic vision [2] Company Performance - Fosun International's consistent ESG efforts led to its inclusion in S&P Global's "Sustainability Yearbook 2025," ranking in the top 1% for the China Edition [4] - The company's FTSE ESG score outperformed both the global and national industry averages, maintaining its position in the FTSE4Good Index Series for four consecutive years [4] Innovation and Product Development - In the first half of 2025, Fosun's innovative drug HLX43 became the first PD-L1-targeting antibody-drug conjugate to enter Phase II clinical trials, showing strong potential in treating solid tumors [5] - Fosun Kairos promoted the accessibility of Yi Kai Da, the first CAR-T cell therapy approved in mainland China, which is now included in over 110 urban customized commercial health insurances [6] Social Contributions - Fosun Pharma's artesunate for injection has treated over 84 million patients with severe malaria globally, with over 420 million doses supplied [7] - The Rural Doctors Program has supported 25,000 rural doctors and benefited 16.34 million rural residents across 78 counties in 16 provinces [8] Future Strategy - Fosun aims to focus on core businesses, enhance innovation, and advance its globalization strategy while driving sustainable growth and creating value for stakeholders [9][10] - The company plans to refine its ESG management, respond to national strategies, and promote technology innovation while ensuring employee rights and interests [10]

Core Viewpoint - Fosun International reported a decline in revenue and net profit for the first half of 2025, indicating temporary pressure on group performance, particularly in the happiness segment which is expected to recover [1][2] Financial Performance - In H1 2025, the company achieved revenue of 87.283 billion yuan, a decrease of 10.8%, and a net profit attributable to shareholders of 0.661 billion yuan, down 8.2% [1][2] - The health segment generated revenue of 22.565 billion yuan, accounting for 25.6% of total revenue, with a net profit of 0.756 billion yuan, representing 107.6% of the segment's contribution, up 48.3% [1][2] - The happiness segment reported revenue of 33.721 billion yuan, making up 38.3% of total revenue, with a net loss of 0.0435 billion yuan, a decline of 364.5% [1][2] - The wealth segment's revenue was 27.828 billion yuan, accounting for 31.5% of total revenue, with a net profit of 0.243 billion yuan, up 807.1% [1][2] - The manufacturing segment generated revenue of 4.021 billion yuan, representing 4.6% of total revenue, with a net profit of 0.138 billion yuan, up 205.5% [1][2] Cost and Profitability - The company experienced a slight increase in expense ratios, with total sales expenses of 9.205 billion yuan, down 3.24%, and a sales expense ratio of 10.55%, up 0.82 percentage points [3] - Management expenses totaled 12.077 billion yuan, down 8.79%, with a management expense ratio of 13.84%, up 0.30 percentage points [3] - The overall gross margin improved to 48.82%, up 5.29 percentage points, while the net profit margin remained stable at 0.76%, up 0.02 percentage points [3][4] Strategic Initiatives - The company has been actively optimizing its asset structure by exiting non-core assets, having disposed of over 80 billion yuan since 2020, with plans to continue this strategy over the next 3-5 years [4] - The company aims to reduce interest-bearing liabilities, which have decreased to 89.2 billion yuan in H1 2025, thereby alleviating financial pressure and enhancing risk resilience [4] - The company is focusing on strengthening its domestic business while accelerating overseas operations in sectors such as pharmaceuticals, tourism, insurance, and mining to build a global operational system [4] Investment Outlook - The company is expected to see steady improvement in asset structure and cash flow as it continues to exit non-core assets [5] - Revenue projections for 2025-2027 are estimated at 199.532 billion yuan, 208.374 billion yuan, and 218.196 billion yuan, with net profits of 1.128 billion yuan, 1.462 billion yuan, and 1.786 billion yuan respectively [5]

Investment Rating - The report maintains a "Buy" rating for the company [3][5] Core Views - The company is undergoing a phase of asset optimization, gradually exiting non-core assets, which is improving its asset structure and cash flow [3][13] - The company is leveraging its strong resource synergy and industry chain advantages to continue its global business expansion [3][13] - The financial forecasts for 2025-2027 are adjusted, with expected revenues of 199.53 billion, 208.37 billion, and 218.20 billion, and corresponding net profits of 1.13 billion, 1.46 billion, and 1.79 billion, leading to PE ratios of 37x, 29x, and 24x respectively [3][4] Financial Performance Summary - In H1 2025, the company reported revenues of 87.28 billion, a decrease of 10.8%, and a net profit of 0.66 billion, down 8.2% [2][10] - The health segment generated revenues of 22.57 billion, accounting for 25.6% of total revenue, with a net profit of 0.76 billion, up 48.3% [2][11] - The happiness segment saw revenues of 33.72 billion, down 21.9%, with a net loss of 0.44 billion [2][11] - The wealth segment reported revenues of 27.83 billion, up 3.3%, with a net profit of 0.24 billion, a significant increase of 807.1% [2][11] - The manufacturing segment had revenues of 4.02 billion, down 24.6%, but net profit increased by 205.5% to 0.14 billion [2][11] Expense and Profitability Metrics - The company experienced a slight increase in expense ratios, with total sales expenses of 9.21 billion, down 3.24%, and management expenses of 12.08 billion, down 8.79% [12] - The gross margin improved to 48.82%, an increase of 5.29 percentage points, while the net profit margin remained stable at 0.76% [12] Future Outlook - The company aims to continue optimizing its asset structure and reducing debt, with total liabilities expected to decrease to 89.2 billion by H1 2025 [13] - The focus will be on strengthening domestic operations while accelerating overseas business development in sectors like pharmaceuticals, tourism, insurance, and mining [13]