Fosun International : DISCLOSEABLE TRANSACTIONS IN RELATION TO THE DISPOSAL OF THE TARGET COMPANIES AND THE ISSUANCE OF CONSIDERATION SHARES AND TERMINATION OF MAJOR TRANSACTIONS IN RELATION TO THE INITIAL SALE AND PURCHASE AGREEMENT

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.

Reference is made to the announcement of the Company dated 25 May 2017 in respect of the entering into the Initial Sale and Purchase Agreement.

As at the date of this announcement, since the construction had fallen behind schedule, the subsequent development of each of the Nanling and Nanyue projects is subject to considerable uncertainties and thus their operating performance is difficult to be guaranteed. Therefore, on 20 November 2017, the Parties have agreed to terminate the Initial Sale and Purchase Agreement, to be replaced by the Formal Sale and Purchase Agreement. Pursuant to the Formal Sale and Purchase Agreement, the Vendors have conditionally agreed to sell and the Purchaser has conditionally agreed to purchase the Sale Shares at the Consideration, which shall be settled by the Purchaser by way of issue of the Consideration Shares to the Vendors at the Issue Price of RMB9.98 per Consideration Share with a total Consideration of approximately RMB24.23 billion (subject to adjustments (if any)). The Sale Shares represent entire equity interests held by the Vendors in the Target Companies prior to the Reorganization.

Pursuant to the Formal Sale and Purchase Agreement, the obtaining of the approval in respect of the Shanghai Xinyuan Acquisition and the relevant agreement of Shanghai Xinyuan Acquisition being effective are conditions precedent to the Completion.

As one or more of the applicable percentage ratios for the Disposal is more than 5% and each of them is less than 25%, the Disposal constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules. As one or more of the applicable percentage ratios for the Issuance and the Shanghai Xinyuan Acquisition is more than 5% and each of them is less than 25%, the Issuance and the Shanghai Xinyuan Acquisition constitute a discloseable transaction for the Company under Chapter 14 of the Listing Rules. The Reorganization is therefore subject to notification and announcement requirements under Chapter 14 of the Listing Rules. In addition, the Reorganization constitutes a spin-off of the Target Companies pursuant to Practice Note 15 of the Listing Rules.

In addition, as the major transaction contemplated under the Initial Sale and Purchase Agreement has been terminated, no circular will be issued by the Company in relation to the Initial Sale and Purchase Agreement and the major transaction.

Reference is made to the announcement of the Company dated 25 May 2017 in respect of the entering into the Initial Sale and Purchase Agreement.

As at the date of this announcement, since the construction had fallen behind schedule, the subsequent development of each of the Nanling and Nanyue projects is subject to considerable uncertainties and thus their operating performance is difficult to be guaranteed. Therefore, on 20 November 2017, the Parties have agreed to terminate the Initial Sale and Purchase Agreement, to be replaced by the Formal Sale and Purchase Agreement. Pursuant to the Formal Sale and Purchase Agreement, the Vendors have conditionally agreed to sell and the Purchaser has conditionally agreed to purchase the Sale Shares at the Consideration, which shall be settled by the Purchaser by way of issue of the Consideration Shares to the Vendors at the Issue Price of RMB9.98 per Consideration Share with a total Consideration of approximately RMB24.23 billion (subject to adjustments (if any)). The Sale Shares represent entire equity interests held by the Vendors in the Target Companies prior to the Reorganization.

In addition, as set out in the paragraph headed "Formal Sale and Purchase Agreement - Conditions Precedent" in this announcement, the obtaining of the approval in respect of the

Shanghai Xinyuan Acquisition and the relevant agreement of Shanghai Xinyuan Acquisition being effective are conditions precedent to the Completion.

Upon the Completion, the Company will hold approximately 69.73% of equity interest in the Purchaser, and Yuyuan will own the Sale Shares and the entire issued share capital of Shanghai Xinyuan. The Purchaser and Shanghai Xinyuan will become subsidiaries of the Company and the assets, liabilities and results of the Purchaser and Shanghai Xinyuan will be consolidated into the consolidated financial statements of the Company. The Target Companies which are the subsidiaries of the Company prior to the Reorganization will remain as subsidiaries of the Company and their assets, liabilities and results will still be consolidated into the consolidated financial statements of the Company. The Target Companies which are the joint ventures of the Company prior to the Reorganization will still be the joint ventures accounted in equity method in the financial statements of the Company.

As at the date of this announcement, the Group holds 26.45% of equity interest in Yuyuan. Save for the above, to the best of the Directors' knowledge, information and belief, after having made all reasonable enquiries, the Purchaser and the ultimate beneficial owners of the Purchaser are third parties independent of the Company and connected persons of the Company.

The Consideration for the Sale Shares shall be determined based on the valuation of the assets owned by the Target Companies as at 30 June 2017, as assessed by an independent valuer appointed by the Parties (the "Valuation"). If any of the Target Companies increases or reduces its share capital or distributes dividends during the period between 30 June 2017 and the date of the completion of the AIC Registration, the Parties shall adjust the Consideration accordingly. The estimated consideration for the Sale Shares is approximately RMB24.23 billion (subject to adjustments (if any)).

The determination of the Consideration for the Sale Shares was arrived at arm's length negotiations between the Parties to the Formal Sale and Purchase Agreement with reference to the Valuation. As such, the Directors (including the independent non-executive Directors), consider that the Consideration and the terms of the Formal Sale and Purchase Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

The Consideration shall be settled by the Purchaser by way of issue of the Consideration Shares to the Vendors. The Issue Price shall be RMB9.98 per Consideration Share (subject to adjustments (if any)), which is equivalent to 90% of the average trading price of the A Shares of the Purchaser for the consecutive 20 trading days prior to the Price Determination Date, which has been adjusted by the amount of cash dividend as approved in the 2016 annual general meeting of the Purchaser.

In the event that during the period between the Price Determination Date and the Issuance Date the Purchaser distributes dividends, issues bonus shares, increases share capital, issues new shares or allot shares (the "Events"), the Issue Price shall be further adjusted in accordance with the terms of the Formal Sale and Purchase Agreement.

The Issue Price was arrived at arm's length negotiations between the Purchaser and the Vendors with reference to the current market price and the current market conditions. The Directors