IMPORTANT NOTICE

THIS OFFER TO PURCHASE IS AVAILABLE ONLY TO INVESTORS WHO ARE OR ARE ACTING FOR THE ACCOUNT OR BENEFIT OF NON-U.S. PERSONS THAT ARE ADDRESSEES OUTSIDE OF THE UNITED STATES.

IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached Offer to Purchase (as it may be supplemented or amended from time to time, the “Offer to Purchase”) and you are therefore required to read this disclaimer carefully before accessing, reading or making any other use of the Offer to Purchase. By accessing, reading or making any other use of the Offer to Purchase, you agree (in addition to giving the representations below) to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from Credit Suisse (Hong Kong) Limited and Deutsche Bank AG, Singapore Branch (together, the “Dealer Managers”), and/or D.F. King Ltd (the “Information and Tender Agent”) as a result of such access. Capitalized terms used but not otherwise defined in this disclaimer shall have the meaning given to them in the Offer to Purchase.

THE OFFER TO PURCHASE MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THE OFFER TO PURCHASE MAY ONLY BE DISTRIBUTED TO INVESTORS WHO ARE OR ARE ACTING FOR THE ACCOUNT OR BENEFIT OF NON-U.S. PERSONS THAT ARE ADDRESSEES OUTSIDE OF THE UNITED STATES AND TO PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO SEND THE OFFER TO PURCHASE. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE OFFER TO PURCHASE IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THESE REQUIREMENTS MAY RESULT IN A VIOLATION OF APPLICABLE LAWS OF THE UNITED STATES OR OTHER JURISDICTIONS.

Confirmation of your representation: In order to be eligible to view the Offer to Purchase or make an investment decision with respect to the Offers (as defined below), you must be or be acting for the account or benefit of a non-U.S. person (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”)) outside the United States and otherwise able to participate lawfully in (i) the offer to purchase for cash by Wealth Driven Limited (the “2023 Notes Issuer”) to holders of its outstanding 5.5% Senior Notes due 2023 (ISIN: XS1471856424; Common code: 147185642) (the “2023 Notes”) up to a maximum aggregate principal amount of the 2023 Notes (as such amount may be determined by the 2023 Notes Issuer in its sole discretion) (the “2023 Notes Maximum Acceptance Amount”) at a purchase price of US$1,000 per US$1,000 principal amount of the 2023 Notes upon the terms and subject to the conditions set forth in the Offer to Purchase (the “2023 Notes Offer”), and (ii) the offer to purchase for cash by Xingtao Assets Limited (the “2022 Notes Issuer” and, together with the 2023 Notes Issuer, the “Issuers” and each, an “Issuer” or the relevant “Issuer”) to holders of its outstanding 3.3% Senior Notes due 2022 (ISIN: XS1114393116; Common code: 111439311) (the “2022 Notes,” together with the 2023 Notes, the “Notes,” and each of the 2023 Notes and the 2022 Notes, a “Series of Notes” or the relevant “Series of Notes”) up to a maximum aggregate principal amount of the 2022 Notes (as such amount may be determined by the 2022 Notes Issuer in its sole discretion) (the “2022 Notes Maximum Acceptance Amount,” together with the 2023 Notes Maximum Acceptance Amount, the “Aggregate Maximum Acceptance Amount,” each of the 2023 Notes Maximum Acceptance Amount and the 2022 Notes Maximum Acceptance Amount, a relevant “Series Maximum Acceptance Amount”) at a purchase price of EUR1,000 per EUR1,000 principal amount of the 2022 Notes upon the terms and subject to the conditions set forth in the Offer to Purchase (the “2022 Notes Offer,” together with the 2023 Notes Offer, the “Offers,” and each of the 2023 Notes Offer and the 2022 Notes Offer, an “Offer” or the relevant “Offer”). The relevant Series Maximum Acceptance Amount may be determined by the relevant Issuer. Upon the terms and subject to the conditions set forth in this Offer to Purchase, it is the current intention of the Issuers that the Aggregate Maximum Acceptance Amount will be up to US$200,000,000 (in U.S. dollars or U.S. dollar equivalent of Euros, based on prevailing exchange rates as determined by the Issuers in good faith, as the context requires), although the Issuers reserve the right, in their respective sole discretion, to accept significantly more or significantly less than such amount. Both Series of Notes are guaranteed by Fosun International Limited (the “Company” or the “Parent Guarantor”).

The Notes will be purchased in accordance with the Acceptance Priority Level (in numerical priority order) and subject to the further terms and conditions as set forth in this Offer to Purchase.

The Offer to Purchase was sent at your request and by accessing the Offer to Purchase you shall be deemed to have represented to each of the Issuers, the Company, the Dealer Managers, the Information and Tender Agent and the Trustees (as defined in the Offer to Purchase) that:
(i) you are a holder or a beneficial owner of the Notes;
(ii) the electronic mail address that you have given to us and to which the Offer to Purchase has been delivered is not located in the United States;
(iii) you are or are acting for the account or benefit of a non-U.S. person;
(iv) neither you nor any beneficial owner of the Notes, nor any other person on whose behalf you are acting, either directly or indirectly, is located or resident in the United States;
(v) you are a person to whom it is lawful to send the Offer to Purchase or for the Issuers to make an offer to purchase the Notes for cash under applicable laws and regulations; and
(vi) you consent to delivery of the Offer to Purchase by electronic transmission.

The attached Offer to Purchase has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Issuers, the Company, the Dealer Managers, the Information and Tender Agent, the Trustees or any person who controls, or is a director, officer, employee, agent or affiliate of, any such person accepts any liability or responsibility whatsoever in respect of any difference between the Offer to Purchase distributed to you in electronic format and the hard copy version available to you on request from the Dealer Managers or the Information and Tender Agent.

You are also reminded that the Offer to Purchase has been sent to you on the basis that you are a person into whose possession the Offer to Purchase may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located or resident and you may not, nor are you authorized to, deliver the Offer to Purchase to any other person.
Any materials relating to the Offers do not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offers or solicitations are not permitted by law. If a jurisdiction requires that an Offer be made by a licensed broker or dealer and either of the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in that jurisdiction, such Offer shall be deemed to be made by such Dealer Manager or affiliate, as the case may be, on behalf of the Issuers, as applicable, in such jurisdiction.

The attached Offer to Purchase is not a prospectus for the purposes of the European Union’s Regulation (EU) 2017/1129.
The Offer to Purchase and any other documents or materials relating to the Offers may only be communicated to persons in the United Kingdom in circumstances where section 21(1) of the Financial Services and Markets Act 2000 (“FSMA”) does not apply. Accordingly, such documents or materials and the Offer to Purchase are not being distributed to, and must not be passed on to, persons in the United Kingdom save in circumstances where section 21(1) of the FSMA does not apply. The communication of documents or materials relating to the Offers and the Offer to Purchase is only being made to (1) those persons who are existing members or creditors of the Issuers or other persons within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, and (2) any other persons to whom these documents and/or materials may lawfully be communicated (such persons together being “Relevant Persons”). The Offer to Purchase is only available to Relevant Persons and the transactions contemplated herein will be available only to, or engaged in only with, Relevant Persons, and must not be relied or acted upon by persons other than Relevant Persons.

Restrictions: Nothing in this electronic transmission constitutes an offer to buy or the solicitation of an offer to sell securities in the United States or any other jurisdiction in which such offer or solicitation would be unlawful.

The distribution of the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession the Offer to Purchase comes are required by the Issuers, the Dealer Managers and the Information and Tender Agent to inform themselves about, and to observe, any such restrictions.

You are responsible for protecting against viruses and other destructive items. Your use of this electronic communication is at your own risk. It is your responsibility to take precautions to ensure that this electronic communication is free from viruses and other items of a destructive nature.