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GRANT OF OPTIONS AND SHARE AWARDS

2024-06-26 00:00:00

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.GRANT OF OPTIONS AND SHARE AWARDS This announcement is made pursuant to Rule 17.06A of the Rules Governing the Listing of Securities (the ‘‘Listing Rules’’) on The Stock Exchange of Hong Kong Limited (the ‘‘Hong Kong Stock Exchange’’).GRANT OF OPTIONS The board (the ‘‘Board’’) of directors (the ‘‘Directors’’) of Fosun International Limited (the ‘‘Company’’ collectively with its subsidiaries the ‘‘Group’’) announces that on 26 June 2024 (the ‘‘Grant Date’’) the Company has granted 64230000 share options (the ‘‘Option(s)’’) to 182 eligible participants (the ‘‘Option Grantee(s)’’) of the share option scheme adopted by the Company on 16 March 2023 (the ‘‘2023 Option Scheme’’) who are directors and employees of the Group pursuant to the 2023 Option Scheme to subscribe for an aggregate of 64230000 shares of the Company (the ‘‘Share(s)’’) subject to acceptance by the Option Grantees.A summary of the terms of the Options granted is set out below: Grant Date: 26 June 2024 Type of the Option 182 directors and employees of the Group Grantees: Exercise price of Each Option shall entitle the holder of such Option to subscribe for one Share upon the Options exercise of such Option at an exercise price of HK$4.39 per Share which is at least the granted: higher of: (i) the closing price of HK$4.33 per Share as stated in the daily quotations sheet issued by the Hong Kong Stock Exchange on the Grant Date; and 1(ii) the average closing price of approximately HK$4.39 per Share as stated in the daily quotations sheets issued by the Hong Kong Stock Exchange for the five business days immediately preceding the Grant Date.Number of Options 64230000 granted: Exercise period The Options being granted to 91 global core management staff of the Group are and vesting period exercisable in three tranches (the “Option Schedule I”) as set out below: of the Options Vesting Period* Exercise Period* granted: First 20% of the 26 June 2024 to 26 June 2027 to Options 25 June 2027 25 June 2034 Further 30% of the 26 June 2024 to 26 June 2028 to Options 25 June 2028 25 June 2034 Remaining 50% of the 26 June 2024 to 26 June 2029 to Options 25 June 2029 25 June 2034 The Options being granted to 91 outstanding employees of the Group are exercisable in four tranches as set out below: Vesting Period* Exercise Period* First 25% of the 26 June 2024 to 26 June 2025 to Options 25 June 2025 25 June 2034 Further 25% of the 26 June 2024 to 26 June 2026 to Options 25 June 2026 25 June 2034 Further 25% of the 26 June 2024 to 26 June 2027 to Options 25 June 2027 25 June 2034 Remaining 25% of the 26 June 2024 to 26 June 2028 to Options 25 June 2028 25 June 2034 Performance Each of the Option Grantees is required to meet their performance assessment targets targets of the during the vesting period. In general the performance assessment of the Option Options granted: Grantees is classified into three broad categories: (i) individual performance (ii) the Group’s performance and (iii) performance of business segments business lines and/or functional departments managed by the Option Grantees: 1. Individual performance: The assessment criteria are based on among others their management ability and efficiency and their contribution to enhancing the performance of the respective business segments or business lines such as ability to introduce key talents risk control and quality operation system digitalization and entrepreneurship; 2. The Group’s performance: The assessment criteria are based on among others revenue profit cash flow credit rating improvement of Environmental Social and Governance (“ESG”) performance and organization evolution of the Group; and 3. Performance of business segments business lines and/or functional departments 2managed by the Option Grantees: The assessment criteria are based on a wide range of factors which are important to the long-term development of such business segments business lines and/or functional departments depending on their respective industry nature business development stage and strategic goals such as segment financial performance industry ranking customer satisfaction risk control digital transformation production safety expense management and human resource planning.Given that the industry nature business development stage and strategic goal of the business segments business lines and/or functional departments managed by the Option Grantees are different performance assessment of the Option Grantees are individualized with different assessment criteria and weighting based on their different roles and functions.Clawback All Options granted which are unvested shall automatically lapse under certain mechanism for the circumstances specified in the 2023 Option Scheme such as the Option Grantee having Options granted: been convicted of any criminal offence involving his/her integrity or honesty or having done something which brings the Group into disrepute or causes damages to the Group (including among others causing material misstatement of the financial statements of the Company). For details of the circumstances in which Options which are unvestedshall lapse please refer to the paragraph titled “13. Rights on cessation of employmentor retirement” in the Appendix I to the circular of the Company dated 27 February 2023. Among the above Options granted 15200000 Options were granted to 5 Directors subject to their respective acceptance of the Options with details as follows: Name of Number of Option Grantees Position Options Granted Chen Qiyu Executive Director and Co-Chief Executive Officer 4000000 Xu Xiaoliang Executive Director and Co-Chief Executive Officer 4000000 Gong Ping Executive Director 2400000 Huang Zhen Executive Director 2400000 Pan Donghui Executive Director 2400000 Note: All Options granted to the Directors will be vested and become exercisable according to the Option Schedule I.The grant of the Options to the above-mentioned Directors has been approved by the independent non-executive Directors in accordance with Rule 17.04(1) of the Listing Rules.The grant of such Options was also approved by the Board save that Mr. Chen Qiyu Mr. Xu Xiaoliang Mr. Gong Ping Mr. Huang Zhen and Mr. Pan Donghui each abstained on voting on the relevant resolutions relating to the grant of Options to himself.Such grant of Options will not result in the total number of options and award Shares granted 3and to be granted to an eligible participant for a 12-month period up to and including the Grant Date exceeding 1% of the Shares in issue. No grant of Options is subject to the approval of shareholders of the Company. Save as disclosed above none of the Option Grantee is a Director chief executive or substantial shareholder of the Company or any of their respective associates.There are no arrangements for the Company or any of its subsidiaries to provide financial assistance to the Option Grantees to facilitate the purchase of Options under the 2023 Option Scheme.GRANT OF SHARE AWARDS The Board announces that on the Grant Date the Company has granted 21768000 award Shares (the ‘‘Award Share(s)’’) to 100 eligible participants (the ‘‘Share Award Grantee(s)’’) of the share award scheme adopted by the Company on 16 March 2023 (the ‘‘2023 Award Scheme’’) who are directors and employees of the Group pursuant to the 2023 Award Scheme (the ‘‘2024 Award’’).A summary of the terms of the Award Shares granted is set out below: Grant Date: 26 June 2024 Type of the Share 100 directors and employees of the Group Award Grantees: Number of Award 21768000 Shares granted: Purchase price of Nil the Award Shares granted: Closing price of the HK$4.33 per Share Shares on the Grant Date: Vesting period of a. Subject to the satisfaction of the vesting criteria and conditions of the 2024 Award Shares Award 18661000 Award Shares shall be transferred to the 97 Share Award granted: Grantees upon expiry of the following vesting period (the “Award Schedule I”): 4Percentage of the Award Shares to be vested under the 2024 Award Vesting Period* 33% 26 June 2024 to 25 June 2025 33% 26 June 2024 to 25 June 2026 34% 26 June 2024 to 25 June 2027 b. Subject to the satisfaction of the vesting criteria and conditions of the 2024 Award 3107000 Award Shares shall be transferred to 19 Share Award Grantees upon expiry of the following vesting period: Percentage of the Award Shares to be vested under the 2024 Award Vesting Period* 100% 26 June 2024 to 25 June 2025 Performance targets Except for independent non-executive Directors who are not subject to the of Award Shares performance assessment system of the Company each of the Share Award Grantees granted: has satisfied their respective performance assessment targets for the previous financial year before the Grant Date. In general the performance assessment of the Share Award Grantees is classified into three broad categories: (i) individual performance (ii) the Group’s performance and (iii) performance of business segments business lines and/or functional departments managed by the Share Award Grantees: 1. Individual performance: The assessment criteria are based on among others their management ability and efficiency and their contribution to enhancing the performance of the respective business segments or business lines such as ability to introduce key talents risk control and quality operation system digitalization and entrepreneurship; 2. The Group’s performance: The assessment criteria are based on among others revenue profit cash flow improvement of ESG performance and organization evolution of the Group; and 3. Performance of business segments business lines and/or functional departments managed by the Share Award Grantees: The assessment criteria are based on a wide range of factors which are important to the long-term development of such business segments business lines and/or functional departments depending on their respective industry nature business development stage and strategic goals such as segment financial performance industry ranking customer satisfaction risk control digital transformation production safety expense management and human resource planning.Given that the industry nature business development stage and strategic goal of the business segments business lines and/or functional departments managed by the 5Share Award Grantees are different performance assessment of the Share Award Grantees are individualized with different assessment criteria and weighting based on their different roles and functions.Save for vesting in accordance with Award Schedule I the Award Shares granted to the independent non-executive Directors shall not be subject to any performance targets criteria or conditions.The remuneration committee of the Company (with each of the independent non- executive Directors abstained on voting in respect of the proposed Award Shares to be granted to himself/ herself) is of the view that it is appropriate to grant Award Shares to the independent non-executive Directors without any performance target because of the following reasons: (i) Issuers generally should not grant equity-based remuneration with performance-related elements to independent non-executive directors under the recommended best practice E.1.9 of Appendix C1 of the Listing Rules; and (ii) A fixed number of Award Shares were granted to the independent non- executive Directors to recognize their continued effort for bringing in fresh perspectives objective insights and independent judgment to the Board and the Board committees of which he/she serves as a member which would contribute to the sustainable development of the Company’s business.Clawback All Award Shares granted which are unvested shall automatically lapse under mechanism for the certain circumstances specified in the 2023 Award Scheme such as the Share Award Shares Award Grantee having been convicted of any criminal offence involving his/her granted: integrity or honesty or having done something which brings the Group into disrepute or causes damages to the Group (including among others causing material misstatement of the financial statements of the Company). For details of the circumstances in which Award Shares which are unvested shall lapse please refer to the paragraph titled “15. Cessation as an Eligible Person” in the Appendix II to the circular of the Company dated 27 February 2023.Among the above Award Shares granted 7140000 Award Shares were granted to the Directors with details as follows: 6Name of Share Award Number of Award Shares Position Grantees Granted Executive Director and Chen Qiyu 1911000 Co-Chief Executive Officer Executive Director and Xu Xiaoliang 1911000 Co-Chief Executive Officer Gong Ping Executive Director 1256000 Huang Zhen Executive Director 751000 Pan Donghui Executive Director 1186000 Zhang Shengman Independent Non-executive Director 25000 Zhang Huaqiao Independent Non-executive Director 25000 David T. Zhang Independent Non-executive Director 25000 Lee Kai-Fu Independent Non-executive Director 25000 Tsang King Suen Katherine Independent Non-executive Director 25000 Note: All Award Shares granted to the Directors will be vested according to the Award Schedule I.The grant of the Award Shares to the above-mentioned Directors has been approved by the independent non-executive Directors in accordance with Rule 17.04(1) of the Listing Rules.The grant of such Award Shares was also approved by the Board save that Mr. Chen Qiyu Mr.Xu Xiaoliang Mr. Gong Ping Mr. Huang Zhen Mr. Pan Donghui Mr. Zhang Shengman Mr.Zhang Huaqiao Mr. David T. Zhang Dr. Lee Kai-Fu and Ms. Tsang King Suen Katherine each abstained on voting on the relevant resolutions relating to the grant of Award Shares to himself/herself.Such grant of Award Shares will not result in the total number of options and award Shares granted and to be granted to an eligible participant for a 12-month period up to and including the Grant Date exceeding 1% of the Shares in issue. No grant of Award Shares is subject to the approval of the shareholders of the Company. Save as disclosed above none of the Share Award Grantees is a Director chief executive or substantial shareholder of the Company or any of their respective associates. There are no arrangements for the Company or any of its subsidiaries to provide financial assistance to the Share Award Grantees to facilitate the purchase of the Award Shares under the 2023 Award Scheme.After the grant of the abovementioned Options and Award Shares the number of Shares available for future grant under the scheme mandate limit and the service provider sublimit of the 2023 Option Scheme and 2023 Award Scheme will be 643890212 Shares and 41101050 Shares respectively. 7*Vesting period refers to the period starting from the Grant Date up to the date immediately before the vesting date of the relevant Options or Award Shares. Exercise period refers to the period starting from the vesting date up to the expiry date of the relevant Option.By Order of the Board Fosun International Limited Guo Guangchang Chairman 26 June 2024 As at the date of this announcement 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. Yu Qingfei Mr. Li Shupei and Mr. Li Fuhua; 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. 8