Fosun : DISCLOSEABLE TRANSACTION - IN RELATION TO THE PROPOSED DISPOSAL OF 28.61% EQUITY INTEREST IN BHF KLEINWORT BENSON GROUP SA

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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.

DISCLOSEABLE TRANSACTION IN RELATION TO THE PROPOSED DISPOSAL OF 28.61% EQUITY INTEREST IN BHF KLEINWORT BENSON GROUP SA

References are made to (i) the announcements of the Company dated 23 March 2015 and 21 October 2015 respectively in relation to the proposed acquisition of equity interest in BHF KB (formerly known as RHJ International SA) by Billion Infinity and Fidelidade from Mr. Timothy

C. Collins and certain of his affiliates, and (ii) the Company's announcements dated 24 July 2015 and 20 December 2015 respectively in relation to the launch and withdrawal of the proposed takeover offer for the shares in BHF KB (collectively, the "Previous Announcements"). Unless otherwise defined herein, capitalized terms used herein shall have the same meanings as defined in the Previous Announcements.

On 19 January 2016, the Collins Transactions were completed. Accordingly, as of the date of this announcement, Billion Infinity and Fidelidade each holds 26,276,577 shares and 11,562,403 shares in BHF KB respectively (representing approximately 19.87% and 8.74% of the total issued share capital of BHF KB) and the Company therefore indirectly holds 37,838,980 shares in BHF KB (representing approximately 28.61% of the total issued share capital of BHF KB).

The Company contemplates to dispose of its entire holding of 37,838,980 shares in BHF KB through the acceptance of Oddo's Offer by Billion Infinity and Fidelidade, at the price of EUR5.75 per share of BHF KB, with a total sales price of EUR217,574,135.

LISTING RULES IMPLICATIONS

As one of the applicable percentage ratios (as defined under Rule 14.04(9) of the Listing Rules) in relation to the Proposed Disposal exceeds 5% and is less than 25%, the Proposed Disposal constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is subject to notification and announcement requirements under the Listing Rules.

The Proposed Disposal may or may not proceed or be completed. Shareholders of the Company and potential investors are advised to exercise caution when dealing in the securities of the Company.

INTRODUCTION

On 19 January 2016, the Collins Transactions were completed. Accordingly, as of the date of this announcement, Billion Infinity and Fidelidade each holds 26,276,577 shares and 11,562,403 shares in BHF KB respectively, representing approximately 19.87% and 8.74% of the total issued share capital of BHF KB. The Company therefore indirectly holds 37,838,980 shares in BHF KB, representing approximately 28.61% of the total issued share capital of BHF KB.

Further, as disclosed in the Previous Announcements, on 27 November 2015 (as corrected on 2 December 2015), Oddo announced a bid in cash over all shares of BHF KB not yet held or ultimately controlled by it, offering an acquisition price of EUR5.75 per share of BHF KB.

The Company contemplates to, through Fidelidade and Billion Infinity (the "Sellers", each being an indirect non wholly-owned subsidiary of the Company), accept Oddo's Offer, pursuant to which (i) Fidelidade will tender to Oddo all the 11,562,403 shares of BHF KB currently held by it, at a price of EUR5.75 per share for a total sales price of EUR66,483,817.25 and (ii) Billion Infinity will tender to Oddo all the 26,276,577 shares of BHF KB currently held by it, at a price of EUR5.75 per share for a total sales price of EUR151,090,317.75. The total consideration for the Proposed Disposal will be expected to be EUR217,574,135.

Billion Infinity and Fidelidade currently hold approximately 19.87% and 8.74% respectively, of the issued share capital of BHF KB. After the completion of the Proposed Disposal, the Company will no longer hold any share in BHF KB either directly or indirectly.

PROPOSED DISPOSAL UNDER ODDO'S OFFER

Parties:	Fidelidade and Billion Infinity, as the Sellers; Oddo et Cie, as the Buyer (being the offeror under the Oddo's Offer for all shares of BHF KB not yet held or ultimately controlled by it); To the best of the Directors' knowledge, information and belief, having made all reasonable enquiry, Oddo and its ultimate beneficial owners are third parties independent of the Company and connected persons of the Company, and are not themselves connected persons of the Company.
Subject Shares:	37,838,980 shares in BHF KB currently indirectly held by the Company through Fidelidade and Billion Infinity.
Acceptance Period and Announcement of the Results:	The acceptance period for Oddo's Offer will begin on 27 January 2016 and end at 16:00 on 10 February 2016. The results of Oddo's Offer, as well as the number of shares in BHF KB held by Oddo following Oddo's Offer will be announced within five business days from the end of the Acceptance Period and currently expected to be on 17 February 2016 in a distributed press release and published on the websites of www.de groofp eterc am.c om/bhfkb, www.oddo.fr and www.bhfkleinwortbenso n.com .
Consideration and Payment Terms:	Pursuant to the Oddo's Prospectus, the acquisition price of Oddo's Offer is EUR5.75 per share of BHF KB, amount of which is the same as the highest price paid by Oddo or person acting in concert with Oddo for a share of BHF KB in the 12-month period preceding the announcement of Oddo's Offer; accordingly the consideration of the sale of the Subject Shares would be EUR217,574,135 in total. According to Oddo's Prospectus, the Sales Price shall be paid to Fidelidade and Billion Infinity (as shareholders of BHF KB tendering their shares in BHF KB to Oddo), respectively, by Oddo without condition or restriction, by wire transfer to the bank account specified by them in the Acceptance Form within ten business days following announcement of the results of Oddo's Offer after the Acceptance Period, currently expected to be 2 March 2016.

Completion of the Proposed Disposal is subject to completion of Oddo's Offer and completion by the Company or its relevant affiliates of the required banking regulatory process for disposal of a qualifying holding in BHF KB in the relevant jurisdictions (where BHF KB or its subsidiaries conduct regulated activities, being the United Kingdom, Germany, Ireland, Jersey, Guernsey, Luxemburg, and Switzerland). Pursuant to Oddo's Prospectus, Oddo's Offer is unconditional. As of the date of this announcement, the Company or its relevant affiliates are in the process of completing the required banking regulatory process for disposing of a qualifying holding in BHF KB in each of the United Kingdom, Germany, Ireland, Jersey, Guernsey, Luxemburg and Switzerland.

REASONS FOR AND BENEFITS OF THE PROPOSED DISPOSAL

The Directors are of the view that the Oddo's Offer presents a good opportunity to realize gain in the investment in BHF KB by the Group. As a result of the Proposed Disposal, Fidelidade and Billion Infinity are expected to record a profit before tax of approximately EUR13 million and EUR35 million, respectively, based on the differences between the acquisition prices and the disposal prices (exclusive of transaction costs). Accordingly, on the consolidation basis, the Company's profit attributable to owners of the parent is expected to increase by approximately EUR29 million, exclusive of tax. The Group intends to use the proceeds from the Proposed Disposal by Billion Infinity for repayment of existing loan as well as for general corporate fund purposes, while Fidelidade intends to use the proceeds from the Proposed Disposal by Fidelidade for general corporate fund purposes.

The Directors are of the view that the Proposed Disposal is on normal commercial terms and is fair and reasonable and in the interest of the Company and its shareholders as a whole.

LISTING RULES IMPLICATIONS

As one of the applicable percentage ratios (as defined under Rule 14.04(9) of the Listing Rules) in relation to the Proposed Disposal exceeds 5% and is less than 25%, the Proposed Disposal constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules and is subject to notification and announcement requirements under the Listing Rules.

The Proposed Disposal may or may not proceed or be completed. Shareholders of the Company and potential investors are advised to exercise caution when dealing in the securities of the Company.