FOSUN INTERNATIONAL LIMITED A copy of each of the Prospectus Documents, together with the written consent of Ernst & Young, have been registered with the Registrar of Companies in Hong Kong as required by Section 38D of the Companies (Winding Up and Miscellaneous Provisions) Ordinance. The Registrar of Companies in Hong Kong, the Stock Exchange and the SFC take no responsibility for the contents of any of these documents. You should read the whole of the Prospectus Documents including the discussions of certain risks and other factors as set out in the paragraphs headed 'Warning of the risks of dealing in Shares and nil-paid Rights Shares' in the 'Letter from the Board' in this Prospectus.
Shareholders with registered addresses in any of the Specified Territories and Shareholders and Beneficial Owners who are resident in any of the Specified Territories (other than the PRC Southbound Trading Investors) should refer to the important information set out in 'Letter from the Board - Rights Issue - Non-Qualifying Shareholders'. For the entitlement of the PRC Southbound Trading Investors in participation of the Rights Issue, please refer to the section headed 'Letter from the Board - Rights Issue - PRC Southbound Trading Investors' in this Prospectus.
Subject to the granting of the listing of, and permission to deal in, the Rights Shares on the Stock Exchange as well as compliance with the stock admission requirements of HKSCC, the Rights Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Rights Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.
Hong Kong Exchanges and Clearing Limited, the Stock Exchange, HKSCC, The Registrar of Companies in Hong Kong and the SFC take no responsibility for the contents of the Prospectus Documents, make no representation as to their 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 these documents. The securities described in the Prospectus Documents have not been and will not be registered under the U.S. Securities Act (as defined below) or the laws of any state in the United States, and may not be offered or sold within the United States, absent registration or an exemption from the registration requirements of the U.S. Securities Act and applicable state laws. There is no intention to register any portion of the Rights Issue or any securities described herein in the United States or to conduct a public offering of securities in the United States. Neither the Prospectus Documents nor any copy thereof may be released into or distributed directly or indirectly in the United States.
The Rights Shares in both nil-paid and fully-paid forms are being offered outside the United States in reliance on Regulation S (as defined below). Each purchaser or subscriber of the nil-paid Rights Shares and/or fully-paid Rights Shares being offered and sold outside the United States will be deemed to have represented and agreed, among other things, that the purchaser or subscriber is acquiring the nil-paid Rights Shares and/or fully-paid Rights Shares in an offshore transaction meeting the requirements of Regulation S.
Terms used in this cover shall have the same meanings as defined in this Prospectus.
The latest time for acceptance of and payment for the Rights Shares is 4:00 p.m. on 19 October 2015. The procedures for acceptance and payment or transfer of the Rights Shares are set out on pages 23 to 30 of this Prospectus.
The Underwriting Agreement in respect of the Rights Issue contains provisions entitling the Underwriters by notice in writing to the Company to terminate the obligations of the Underwriters thereunder on the occurrence of certain events including force majeure. These events are set out in the section headed 'Termination of the Underwriting Agreement' on pages 38 to 40 of this Prospectus. Shareholders should note that the existing Shares have been dealt in on ex-rights basis from 16 September 2015. The Rights Shares in their nil-paid form will be dealt in from 7 October 2015 to 14 October 2015 (both days inclusive). If prior to the Latest Time for Termination, the Underwriters terminate the Underwriting Agreement or if any of the other conditions of the Rights Issue as set out in the paragraphs headed 'Conditions of the Rights Issue and Underwriting Agreement' contained in this Prospectus is not fulfilled, the Rights Issue will not proceed. If the Underwriters terminate or rescind the Underwriting Agreement, the Rights Issue will not proceed. Any dealings in the Shares or Rights Shares in their nil-paid form up to the date on which all the conditions of the Rights Issue are fulfilled (which is expected to be at 4:00 p.m., 22 October 2015), will accordingly bear the risk that the Rights Issue may not become unconditional and may not proceed. Any Shareholder or other person contemplating selling or purchasing Shares who is in any doubt about his/her/its position is recommended to consult his/her/its own professional adviser.5 October 2015
Shareholders with registered addresses in any of the Specified Territories and Beneficial Owners who are resident in any of the Specified Territories (other than the PRC Southbound Trading Investors) are referred to the paragraphs of this Prospectus headed 'Non-Qualifying Shareholders' and 'Limited categories of persons in the Specified Territories who may be able to take up their nil-paid Rights Shares and subscribe for the Rights Shares under the Rights Issue' under the section headed 'Letter from the Board'.
For the avoidance of doubt, the PRC Southbound Trading Investors can participate in the Rights Issue through ChinaClear. ChinaClear will provide nominee services for the PRC Southbound Trading Investors to (i) sell (in full or in part) their nil-paid Rights Shares on the Stock Exchange; and/or (ii) subscribe (in full or in part) for their pro-rata entitlement in respect of Shares held on the Record Date at the Subscription Price under the Rights Issue in accordance with the relevant laws and regulations.
However, ChinaClear will not support applications by such PRC Southbound Trading Investors for excess Rights Shares under the Rights Issue through Southbound Trading Link. The PRC Southbound Trading Investors (or the relevant ChinaClear participants as the case may be) whose stock accounts in the ChinaClear are credited with nil-paid Rights Shares can only sell those nil-paid Rights Shares on the Stock Exchange via ChinaClear under Southbound Trading Link and can neither purchase any nil-paid Rights Shares nor transfer such nil-paid Rights Shares to other PRC Southbound Trading Investors. For the purpose of this Prospectus, PRC Southbound Trading Investors are not the Shareholders or the Beneficial Owners in the Specified Territories.
If a Shareholder resident in the PRC and/or any other PRC resident (including both individuals and companies) wishes to invest in nil-paid Rights Shares or fully-paid Rights Shares, it shall be responsible for complying with relevant laws of the PRC. The Company will not be responsible for verifying the PRC legal qualification of such Shareholder and/or resident and thus, should the Company suffer any losses and damages due to non-compliance with the relevant laws of the PRC by any such Shareholder and/or resident, the Shareholder and/or other resident shall be responsible to compensate the Company for the same. The Company shall not be obliged to issue the nil-paid Rights Shares or fully-paid Rights Shares to any such Shareholder and/or other resident, if in the Company's absolute discretion issuing the nil-paid Rights Shares or fully-paid Rights Shares to them does not comply with the relevant laws of the PRC.
This Prospectus is not, and under no circumstances is it to be construed as, an advertisement or a public offering in Canada of the nil-paid Rights Shares or the fully-paid Rights Shares. The nil-paid Rights Shares or the fully-paid Rights Shares have not been and will not be qualified under a prospectus filed with any securities commission or similar regulatory authority in any province or territory of Canada. No securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon this Prospectus or the merits of the nil-paid Rights Shares or the fully-paid Rights Shares and any representation to the contrary is an offence.
This Prospectus is not, and under no circumstances is it to be construed as, an offer to sell or a solicitation of an offer to buy the nil-paid Rights Shares or the fully-paid Rights Shares in any jurisdiction of Canada wherein the offer or sale of the nil-paid Rights Shares or the fully-paid Rights Shares is prohibited. Any offer, sale or distribution of the nil-paid Rights Shares or the fully-paid Rights Shares in Canada is required to be made in reliance on and in compliance with exemptions from the requirements to file a prospectus under the securities laws, regulations, instruments and rules (the 'Securities Laws') of each province and territory of Canada wherein the nil-paid Rights Shares or the fully-paid Rights Shares are offered, sold and distributed. Moreover, any offer, sale and distribution of the nil-paid Rights Shares or the fully-paid Rights Shares in Canada is required to be made pursuant to the registration requirements under the Securities Laws of each province and territory of Canada wherein the nil-paid Rights Shares or the fully-paid Rights Shares are offered, sold and distributed and may only be offered, sold and distributed in Canada through a dealer that is properly registered under the Securities Laws of the applicable province and territory or, alternatively, by a dealer that qualifies under and is relying upon a statutory exemption from the dealer registration requirements, or,
alternatively, that is qualified under and relying upon a discretionary exemption from the dealer registration requirements granted by the securities commission or similar regulatory authority in each applicable province and territory of Canada wherein the nil-paid Rights Shares or the fully-paid Rights Shares are offered, sold and distributed by such dealer.
The nil-paid Rights Shares or the fully-paid Rights Shares will not be distributed in Canada. Shareholders and Beneficial Owners resident in Canada are advised that this Prospectus is being delivered for informational purposes only and is not an offer to sell or a solicitation of an offer to buy any nil-paid Rights Shares or the fully-paid Rights Shares. To the extent that any Shareholder or Beneficial Owner resident in Canada acquires nil-paid Rights Shares or the fully-paid Rights Shares, each such Shareholder or Beneficial Owner is advised that resales of the Rights Shares must be made in accordance with applicable Securities Laws, which may vary depending on the relevant jurisdiction, and which may require resales to be made in accordance with prospectus and registration requirements, statutory exemptions from the prospectus and registration requirements or under a discretionary exemption from the prospectus and registration requirements granted by the applicable Canadian securities regulatory authority. These resale restrictions may under certain circumstances apply to resales of the nil-paid Rights Shares or the fully-paid Rights Shares outside of Canada. Canadian investors are advised to seek legal advice prior to any resale of the nil-paid Rights Shares or the fully-paid Rights Shares, both within and outside of Canada.
The Company has decided that this Prospectus will not be registered with the Securities Commission of Malaysia ('SC') under the Capital Market and Services Act 2007 ('CMSA') and will not be deposited as an information memorandum with the SC. Accordingly, this Prospectus and any other document or material in connection with the making available, issue or offer for subscription or sale, or invitation to subscribe for or purchase the nil-paid Rights Shares or the fully-paid Rights Shares shall not be circulated nor distributed in any manner, nor may the nil-paid Rights Shares or the fully-paid Rights Shares be made available, issued, offered for subscription or sale, or be made the subject of an invitation to subscribe for or purchase, whether directly or indirectly, to any person in Malaysia.
The offer of nil-paid Rights Shares and the fully-paid Rights Shares by the Company is made only to and directed at, and the nil-paid Rights Shares and fully-paid Rights Shares are only available to, persons in Singapore who are existing members of the Company.
This Prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the Prospectus Documents and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the nil-paid Rights Shares and fully-paid Rights Shares may not be circulated or distributed, nor may the nil-paid Rights Shares and fully-paid Rights Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) existing members of
the Company under Section 273(1)(cd)(i) of the Securities and Futures Act, Chapter 289 of Singapore, or (ii) pursuant to, and in accordance with, the conditions of an exemption under Section 274 or Section 275, or where applicable, Section 276, of the Securities and Futures Act, Chapter 289 of Singapore.
The issue of Rights Shares as described in the Prospectus has not been and will not be registered with the Financial Supervisory Commission of Taiwan pursuant to relevant securities laws and regulations and the Rights Shares may not be offered or sold in Taiwan through a public offering or in circumstances which constitute an offer within the meaning under the Securities and Exchange Act of Taiwan that requires a registration or approval of the Financial Supervisory Commission of Taiwan. No person or entity in Taiwan has been authorized to offer or sell the Rights Shares in Taiwan.
The Prospectus Documents may not be circulated, distributed, forwarded, delivered or redistributed, electronically or otherwise, to persons within the United States, and may not be relied upon as a basis for any investment decision or for any other purpose by any person within the United States. The Prospectus Documents do not constitute or form a part of any offer or invitation or solicitation to purchase or subscribe for securities in the United States. The Rights Shares in both nil-paid and fully-paid forms have not been and will not be registered under the U.S. Securities Act or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with applicable laws.
The Rights Shares in both nil-paid and fully-paid forms and the Prospectus Documents have not been approved or disapproved by the U.S. Securities and Exchange Commission, any securities commission of any state in the United States or any U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Rights Shares in either nil-paid or fully-paid forms, the Prospectus Documents or the accuracy or adequacy of this Prospectus or any of the other Prospectus Documents. Any representation to the contrary is a criminal offence in the United States. There will be no public offer of these Rights Shares in either nil-paid or fully-paid forms in the United States.
The Rights Shares are being offered in reliance on Regulation S under the U.S. Securities Act. Each purchaser or subscriber of the Rights Shares being offered and sold outside the U.S. will be deemed to have represented and agreed, among other things, that the purchaser or subscriber is acquiring the Rights Shares in an offshore transaction meeting the requirements of Regulation S under the U.S. Securities Act.
All statements in this Prospectus other than statements of historical fact are forward-looking statements. In some cases, forward-looking statements may be identified by the use of words such as 'might', 'may', 'could', 'would', 'will', 'expect', 'intend', 'estimate', 'anticipate', 'believe', 'plan', 'seek', 'continue', 'illustration', 'projection' or similar expressions and the negative thereof. Forward-looking statements in this Prospectus include, without limitation, statements in respect of the Group's business strategies, product offerings, market position, competition, financial prospects, performance, liquidity and capital resources, as well as statements regarding trends in the relevant industries and markets in which the Group operates, technological advances, financial and economic developments, legal and regulatory changes and their interpretation and enforcement.
The forward-looking statements in this Prospectus are based on management's present expectations about future events. Management's present expectations reflect numerous assumptions regarding the Group's strategy, operations, industry, developments in the credit and other financial markets and trading environment. By their nature, they are subject to known and unknown risks and uncertainties, which could cause actual results and future events to differ materially from those implied or expressed by forward-looking statements. Should one or more of these risks or uncertainties materialise, or should any assumptions underlying forward-looking statements prove to be incorrect, the Group's actual results could differ materially from those expressed or implied by forward-looking statements. Additional risks not known to the Group or that the Group does not currently consider material could also cause the events and trends discussed in this Prospectus not to occur, and the estimates, illustrations and projections of financial performance not to be realised.
Prospective investors are cautioned that forward-looking statements speak only as at the date of publication of this Prospectus. Except as required by applicable law, the Group does not undertake, and expressly disclaims, any duty to revise any forward-looking statement in this Prospectus, be it as a result of new information, future events or otherwise.
Pages
Definitions 1 Expected Timetable of the Rights Issue 8 Summary of the Rights Issue 10 Termination of the Underwriting Agreement 11 Letter from the Board 14 Appendices Appendix I - Financial Information of the Group 46 Appendix II - Unaudited Pro Forma Information of the Group 50 Appendix III - General Information 55In this Prospectus, the following expressions have the meanings set out below unless the context otherwise requires.
'2014 General Mandate' the mandate granted to the Directors by the Shareholders at
the annual general meeting of the Company held on 28 May 2014
'2015 General Mandate' the mandate granted to the Directors by the Shareholders at
the annual general meeting of the Company held on 28 May 2015
'Acceptance Date' 19 October 2015, or such other date as the Underwriters may agree in writing with the Company as the last date for acceptance of, and payment for, the Rights Shares
'Announcement' the announcement of the Company dated 10 September 2015 in relation to the Rights Issue
'Beneficial Owner' any beneficial owner of Shares whose Shares are registered in
the name of a Registered Owner
'Board' the board of Directors
'Business Day' any day (other than a Saturday and public holiday or a day on which a tropical cyclone warning signal no. 8 or above or a 'black' rainstorm warning signal is issued in Hong Kong at any time between 9:00 a.m. and 4:00 p.m.) on which banks are generally open for normal business in Hong Kong
'CCASS' the Central Clearing and Settlement System established and operated by HKSCC
'CCASS Clearing Participant' means a person admitted by HKSCC to participate in CCASS
as a direct clearing participant or general clearing participant
'CCASS Custodian Participant' means a person admitted by HKSCC to participate in CCASS
as a custodian participant
'CCASS Investor Participant' a person admitted to participate in CCASS as an investor
participant who may be an individual or joint individuals or a corporation
'CCASS Participant' a CCASS Clearing Participant or a CCASS Custodian
Participant or a CCASS Investor Participant
'ChinaClear' China Securities Depository and Clearing Corporation Limited
'close associate(s)' has the meaning ascribed thereto under the Listing Rules
'CMBI' CMB International Capital Limited
'Companies Ordinance' the Companies Ordinance (Chapter 622 of the laws of Hong
Kong), as amended from time to time
'Companies (Winding Up and Miscellaneous Provisions) Ordinance'
the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the laws of Hong Kong) and as amended from time to time
'Company', 'Fosun', 'we'/'us' Fosun International Limited, a company incorporated in Hong
Kong, the ordinary shares of which are listed on the Stock Exchange (Stock Code: 00656)
'connected person' has the meaning ascribed thereto under the Listing Rules
'Conversion' the conversion rights attaching to the Convertible Bonds
'Convertible Bonds' the 1.50% guaranteed convertible bonds due 2018 in the
aggregate principal amount of HK$3,875,000,000 issued by Logo Star Limited and guaranteed by the Company, convertible into Shares at the initial conversion price of HK$10.00 per Share (subject to adjustment) at any time after the 41st day after 22 November 2013 up to the close of business on the 7th day prior to 22 November 2018 or if such Convertible Bond(s) shall have been called for redemption by Logo Star Limited before 22 November 2018, then up to the close of business on a date not later than seven business days prior to the date fixed for redemption thereof or if notice requiring redemption has been given by the holder of such Convertible Bond(s), then up to the close of business on the day prior to the giving of such notice
'CSRC' the China Securities Regulatory Commission
'CSRC Notice' the Provisions on the Recordation of the Placement of Shares to Existing Domestic Shareholders by Hong Kong-Listed Companies under the Southbound Trading Link (Announcement 2014 No. 48) issued by the CSRC
'Director(s)' the director(s) of the Company
'EAF(s)' or 'Excess Application Form(s)'
the excess application form(s) to be issued to Qualifying Shareholders (other than the PRC Southbound Trading Investors) in respect of applications for excess Rights Shares in connection with the Rights Issue
'EU' or 'European Union' the European Union
'Joint Global Coordinators, Joint Bookrunners and
Financial Advisers to the Company'
CMBI and Hani Securities
'FHL' Fosun Holdings Limited
'Forte' Shanghai Forte Land Co., Ltd.
'Fosun High Tech' Shanghai Fosun High Technology (Group) Co., Ltd.
'Fosun Insurance Portugal' Fidelidade-Companhia de Seguros, S.A., Multicare-Seguros
de Saúde, S.A. and Fidelidade Assisteˆ ncia-Companhia de Seguros, S.A.
'Fosun International Holdings' Fosun International Holdings Ltd.
'Fosun Pharma' Shanghai Fosun Pharmaceutical (Group) Co., Ltd.
'Group' the Company and its subsidiaries
'Hani Securities' Hani Securities (H.K.) Limited
'HK$' Hong Kong dollar, the lawful currency of Hong Kong
'HKSCC' Hong Kong Securities Clearing Company Limited
'Hong Kong' the Hong Kong Special Administrative Region of the PRC
'Intermediary' in relation to a Beneficial Owner whose Shares are deposited in CCASS and registered in the name of HKSCC Nominees Limited, means the Beneficial Owner's broker, custodian, nominee or other relevant person who is a CCASS Participant or who has deposited the Beneficial Owner's Shares with a CCASS Participant
'Last Day for Transfer' 17 September 2015, being the last date for lodging transfer of
Shares prior to the closure of the Register of Members
'Last Trading Day' 10 September 2015, being the last full trading day for the
Shares before the release of the Announcement
'Latest Practicable Date' 29 September 2015, being the latest practicable date prior to
the printing of this Prospectus for the purpose of ascertaining certain information in this Prospectus
'Latest Time for Termination' means 4:00 p.m. on the third Business Day after the latest
time for acceptance, being the latest time by which the Underwriters may terminate the Underwriting Agreement
'Laws' any national, central, federal, provincial, state, regional, municipal, local or foreign laws, statues, ordinances, legal codes, regulations or rules, including without limitation, common law or case law and any rules, regulations, guidelines, circulars (in each case, to the extent mandatory or, if not complied with, the basis for legal, administrative or regulatory consequences), judgments or rulings
'Listing Committee' the listing sub-committee of the board of directors of the
Stock Exchange
'Listing Rules' the Rules Governing the Listing of Securities on the Stock Exchange
'Logo Star Limited' a company incorporated under the laws of the British Virgin
Islands with limited liability and which is an indirect wholly owned subsidiary of the Company
'Macau' the Macau Special Administrative Region of the PRC
'Nanjing Nangang' Nanjing Nangang Iron & Steel United Co., Ltd.
'Non-Qualifying Shareholder(s)' Overseas Shareholder(s) in respect of whom the Directors,
after making relevant enquiries, consider it necessary or expedient to exclude from the Rights Issue on account either of the legal restrictions under the Laws of the relevant place or the requirements of any relevant regulatory body or stock exchange in that place
'Overseas Shareholder(s)' Shareholder(s) whose name(s) appeared on the Register of
Members on the Record Date and whose address(es) as shown on such register is/are in a place outside Hong Kong or beneficial owners who are otherwise known by the Company to be residents of any jurisdiction(s) outside of Hong Kong
'PAL(s)' or 'Provisional Allotment Letter(s)'
the provisional allotment letter(s) to be issued to the Qualifying Shareholders in respect of their assured entitlements in connection with the Rights Issue
'Peak Reinsurance' Peak Reinsurance Company Limited
'Placing' the placing of 465,000,000 existing Shares held by FHL pursuant to the placing and subscription agreement dated 12 May 2015 entered into between FHL (as vendor), the Company and Morgan Stanley & Co. International plc, UBS AG, Hong Kong Branch, Goldman Sachs (Asia) L.L.C., Citigroup Global Markets Limited, CMBI, Hani Securities and CLSA Limited (as placing agents) in relation to the placing and top-up subscription
'PRC' The People's Republic of China, which for the purpose of this Prospectus, excludes Hong Kong, Macau and Taiwan
'PRC Southbound Trading Investors'
the PRC investors who hold the shares of Hong Kong listed companies through ChinaClear as nominee under the Southbound Trading Link. For the purpose of this Prospectus, PRC Southbound Trading Investors are not Shareholders or Beneficial Owners in the Specified Territories
'Prospectus' this prospectus
'Prospectus Documents' the Prospectus, the PAL(s), the EAF(s) and any other
documents issued by or with the authority of the Company in connection with the Rights Issue
'Prospectus Posting Date' 5 October 2015, or such other date as the Underwriters may
agree in writing with the Company as the date of despatch of the Prospectus Documents
'Qualifying Shareholders' Shareholders, other than the Non-Qualifying Shareholder(s),
whose name(s) appeared on the Register of Members on the Record Date
'Receiving Bank' Wing Lung Bank, Limited
'Record Date' 18 September 2015, or such other date as the Underwriters may agree in writing with the Company as the date by reference to which entitlements under the Rights Issue will be determined
'Register of Members' the register of members of the Company
'Registered Owner' in respect of a Beneficial Owner, means a nominee, trustee,
depositary or any other authorised custodian or third party which is the registered holder in the Register of Members of the Shares in which the Beneficial Owner is beneficially interested
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