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 | — | ...

2025 | 目錄 | | --- | | 財務摘要 | 02 | | --- | --- | | 業務概覽 | 03 | | 管理層討論與分析 | 10 | | 簡明中期綜合損益表 | 35 | | 簡明中期綜合收益表 | 36 | | 簡明中期綜合財務狀況表 | 38 | | 簡明中期綜合權益變動表 | 40 | | 簡明中期綜合現金流量表 | 42 | | 簡明中期綜合財務報表附註 | 44 | | 法定披露 | 80 | | 公司資料 | 101 | | 詞彙定義 | 102 | 財務摘要 | | | 截至6月30日止六個月 | | | --- | --- | --- | --- | | 以人民幣百萬元列示 | | 2025 | 2024 | | 總收入 | | 87,283.1 | 97,838.4 | | 健康 | | 22,565.2 | 23,260.5 | | 快樂 | | 33,721.4 | 43,172.1 | | 富足 | | 27,828.3 | 26,947.3 | | 保險 | | 20,890.3 | 18,457.6 | | 資管 | | 6,938.0 | 8,489.7 ...

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]

Core Viewpoint - A new equity investment partnership named Zhongbao Investment Intelligence (Jiaxing) has been officially registered, focusing on equity investment and venture capital through private funds [1][5]. Group 1: Company Information - The registered capital of Zhongbao Investment Intelligence is 172 million RMB [2]. - The executive partner is Jia Jingjing, and the company is classified as a limited partnership [2]. - The business scope includes equity investment and venture capital activities, requiring registration with the Asset Management Association of China [2]. Group 2: Partner Composition - The partnership includes notable companies such as Fosun International, which is participating through its subsidiary Shanghai Fosun High Technology [2]. - Guoxin Capital and Zhongbao Investment are also significant partners, enhancing the institution's financial and industrial resource integration capabilities [2]. Group 3: Market Impact - The collaboration among these diverse enterprises signifies deep cooperation in capital operations, potentially revitalizing the venture capital market [3]. - The establishment of this partnership is expected to create more value returns for investors by accurately connecting with quality projects and promoting innovative enterprises [3]. - The firm is now operational and aims to leverage shareholder advantages to explore quality projects and achieve capital appreciation [5].

Group 1 - The core strategy of Fosun International focuses on "focusing on core business, deepening globalization, and increasing innovation," which has received positive recognition from multiple brokerages after the release of its mid-2025 performance [1][2] - Major brokerages such as Citigroup, Industrial Securities, and Huaxi maintain "buy" or "overweight" ratings for Fosun, with target prices ranging from HKD 6.5 to 7.5 [1] - In the first half of 2025, Fosun's overseas revenue reached RMB 466.7 billion, accounting for 53% of total revenue, indicating robust global business expansion [2] Group 2 - Fosun's health sector has shown resilience and innovation, with several innovative drugs achieving breakthroughs, including four innovative drugs approved for five indications domestically and internationally [1] - The insurance sector has also performed well, with Fosun's Portuguese insurance premium income reaching EUR 3.27 billion, a year-on-year increase of 16.5%, maintaining its leading position in the Portuguese market [2] - The asset management and fintech sectors are gaining traction, with Fosun Wealth's Xinglu Technology making strides in the virtual asset market and enhancing its financial licenses [3] Group 3 - Fosun has demonstrated strong financing capabilities and an optimized financial structure, with an average debt cost reduced to 5.3%, a decrease of 50 basis points year-on-year [3] - The company has successfully expanded its financing channels and completed the early redemption of offshore USD bonds due in October 2025 [3] - Brokerages are optimistic about Fosun's long-term growth potential, highlighting its focus on advantageous and promising industries through various strategies [3]

Core Viewpoint - FOSUN International (00656) has received positive evaluations from multiple domestic and international brokerages following the announcement of its mid-year results for 2025, with a consensus on its strategy of "focusing on core business, deepening globalization, and enhancing innovation" [1] Group 1: Business Performance - In the first half of 2025, FOSUN demonstrated robust business resilience and innovation momentum, with several brokerages maintaining "buy" or "hold" ratings and target prices ranging from HKD 6.5 to 7.5 [1] - FOSUN Pharma (600196) achieved significant breakthroughs with four innovative drugs approved for five indications both domestically and internationally, alongside 57 generic drugs approved [1] - The global sales of the anti-PD-1 monoclonal antibody, Hansizhuang, reached RMB 597.7 million, with approvals in nearly 40 countries and regions [1] Group 2: Global Operations - FOSUN's overseas revenue reached RMB 46.67 billion in the first half of 2025, accounting for 53% of total revenue, indicating strong global business expansion [2] - Club Med achieved record global performance with revenue of RMB 9.25 billion, while FOSUN's insurance segment in Portugal reported total premium income of EUR 3.27 billion, a 16.5% year-on-year increase [2] - The insurance sector also saw strong growth, with Dingrui Reinsurance's gross premium income increasing by 25.1% to USD 1.061 billion [2] Group 3: Financial Management - FOSUN's asset management and fintech sectors are viewed positively, with the launch of the FinRWA Platform and completion of several financial license upgrades [3] - The company demonstrated strong financing capabilities, with over RMB 8 billion in asset exits and subsidiary dividends returning to the group in the first half of 2025, and a reduction in average debt cost to 5.3%, down 50 basis points year-on-year [3] - FOSUN successfully expanded its financing channels and completed the early redemption of offshore USD bonds maturing in October 2025, while maintaining a stable BB- rating from S&P [3]