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 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 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]

Core Viewpoint - The announcement details the adjustment of the sale of 100% equity in Guangzhou Taotong by Fosun International, with a revised valuation of RMB 723 million due to changes in brand relationships [1] Financial Impact - The adjusted sale price for Fosun Happy Purchase is RMB 316.6 million, consisting of cash payment of RMB 291.8 million and RMB 24.81 million for subscription of 1.11 million A-shares of Hangzhou Tianyuan, representing 0.80% [1] - The total consideration for the sale amounts to RMB 393.6 million, while the book value of Guangzhou Taotong is approximately RMB 322.5 million [1] - The group will record a gain of approximately RMB 71.08 million from this transaction [1] Valuation Method - The valuation of Guangzhou Taotong was conducted using both the income approach and market approach, yielding results of RMB 723 million and RMB 739 million respectively, with the income approach being selected for final valuation [1] - The income approach was based on a forecast period of 5 years and a weighted average cost of capital of 10.56% [1] - The independent valuation was performed by Kun Yuan Asset Appraisal Co., Ltd [1] Related Transaction Nature - The transaction involves related parties, with Huang Zhen, Tang Bin, and Yao Yu being directors of significant subsidiaries, necessitating compliance with reporting and announcement regulations, exempting independent shareholder approval [1] Subscription of Hangzhou Tianyuan - Hangzhou Tianyuan is listed on the Shenzhen Stock Exchange's ChiNext board (301335) and specializes in pet products, with a projected net profit of RMB 36.6 million for 2024 and a net asset value of RMB 1.921 billion as of June 30, 2025 [1]