FOSUN INTERNATIONAL LIMITED 
By 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.
This announcement is for information purpose only and does not constitute an invitation or solicitation of an offer to acquire, purchase or subscribe for securities or an invitation to enter into an agreement to do any such things, nor is it calculated to invite any offer to acquire, purchase or subscribe for any securities.
This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The securities referred to herein will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold within the United States or to, or for the benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act ("Regulation S")), except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the U.S. Securities Act. All public offering of securities to be made in the United States will be made by means of a prospectus. Such prospectus will contain detailed information about the company making the offer and its management and financial statements. No public offering of securities is to be made by the Issuer or the Company in the United States.
PROGRESS UPDATE ANNOUNCEMENT PROPOSED SPIN-OFF OF HAINAN MINING AND CONNECTED TRANSACTION
Reference is made to the announcement issued by the Company on 28 June 2011 in relation to the proposed spin-off of Hainan Mining.
The Board wishes to announce that Hainan Mining had pre-disclosed its listing prospectus (application version) and is currently under the stage of providing additional materials of its 2012 annual report to China Securities Regulatory Commission and waiting for attending preliminary assessment hearing.
In order to further avoid potential horizontal competition, reduce connected transaction between Hainan Mining and Haigang Group, and eliminate potential effect on Hainan Mining by the low grade ore owned by Haigang Group, Hainan Mining entered into a purchase agreement for low grade ore with Haigang Group on 25 July 2012, pursuant to which, Haigang Group will sell all low grade ore in stock to Hainan Mining with consideration of RMB856,968,340.54.
Haigang Group is a substantial shareholder of Hainan Mining, a subsidiary of the
Company, and is therefore a connected person of the Company as defined under Chapter
14A of the Listing Rules. The Transaction constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules. As one or more of the percentage ratios exceed 1% but less than 5%, the Transaction is only subject to the reporting and announcement requirements under Rules 14A.32 of the Listing Rules and is exempt from the independent shareholders' approval requirement.
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BACKGROUND
Reference is made to the announcement issued by the Company on 28 June 2011 in relation to the proposed spin-off of Hainan Mining (the "Previous Announcement"). Unless the context requires otherwise, terms defined in the Previous Announcement have the same meanings when used in this announcement.
The Board wishes to announce that Hainan Mining had pre-disclosed its listing prospectus
(application version) and is currently under the stage of providing additional materials of its
2012 annual report to China Securities Regulatory Commission and waiting for attending preliminary assessment hearing.
On 25 July 2012, Hainan Mining entered into a purchase agreement for low grade ore with Haigang Group (the "Purchase Agreement"), pursuant to which, Haigang Group will sell all low grade ore in stock (totally 8,483,449.69 tonnes) to Hainan Mining for the consideration of RMB856,968,340.54.
The principal terms of the Purchase Agreement are set out below:
Date: | 25 July 2012 |
Parties: | Haigang Group as vendor; and Hainan Mining as buyer. Haigang Group is a substantial shareholder of Hainan Mining, a subsidiary of the Company, and is therefore a connected person of the Company as defined under Chapter 14A of the Listing Rules. |
Low grade ore under transaction: | Hainan Mining to purchase low grade ore in stock (totally 8,483,449.69 tonnes) from Haigang Group (the "Low Grade Ore"). |
Consideration and payment terms: | the total consideration is RMB856,968,340.54, which is determined according to the evaluated amount, being RMB856,968,340.54, in the evaluation report issued by Beijing YaChao Appraisal Co., Ltd.. The Low Grade Ore of Haigang Group is recorded as off book asset with zero book value. the consideration will be fully settled by Hainan Mining with its own cash in the following manner: 1. 50% of the total consideration shall be paid within 10 days after the Purchase Agreement becoming effective; 2. 25% of the total consideration shall be paid within 10 days after the second anniversary of the Purchase Agreement becoming effective; and |
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3. the remaining consideration shall be paid within 10 days after the third anniversary of the Purchase Agreement becoming effective.
REASONS FOR AND BENEFIT OF ENTERING INTO THE PURCHASE AGREEMENTThe Purchase Agreement was made in order to further avoid potential horizontal competition, reduce connected transaction between Hainan Mining and Haigang Group, and eliminate potential effect on Hainan Mining by the low grade ore owned by Haigang Group. The terms of the Purchase Agreement were negotiated on an arm's length basis and were determined on normal commercial terms. The Directors, including the independent non- executive Directors, believe that the terms of the Purchase Agreement are fair, reasonable and in the best interests of the Company and the Shareholders as a whole.
GENERAL The CompanyThe principal activities of the Company are: (i) insurance; (ii) pharmaceuticals and healthcare; (iii) property; (iv) steel; (v) mining; (vi) retail, services, finance and other investments; and (vii) asset management.
Hainan MiningHainan Mining is a 60% owned subsidiary of the Company. It is principally engaged in mining and sale of iron ore.
Haigang GroupHaigang Group is principally engaged in businesses of investment management, hotel operation and real estate development etc..
LISTING RULES IMPLICATIONS
Haigang Group is a substantial shareholder of Hainan Mining, a subsidiary of the Company, and is therefore a connected person of the Company as defined under Chapter 14A of the Listing Rules. The Transaction constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules. As one or more of the percentage ratios exceed 1% but less than 5%, the Transaction is only subject to the reporting and announcement requirements under Rules 14A.32 of the Listing Rules and is exempt from the independent shareholders' approval requirement.
None of the Directors has a material interest in the transaction under the Purchase
Agreement.
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DEFINITIONSIn this announcement, the following expressions have the meanings set out below unless the context requires otherwise.
