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.

MAJOR TRANSACTION SUBSCRIPTION ORDER IN RELATION TO THE INVESTMENT IN BANCO COMERCIAL PORTUGUÊS, S.A.

Reference is made to the announcements of the Company dated 31 July 2016 and 20 November 2016, in relation to, among other things, the delivery of the Letter, the entry into of the MOU and the Subscription Agreement.

The Board is pleased to announce that on 9 January 2017 (Portugal time), Chiado has issued a Subscription Order, pursuant to which, if satisfied in full, Chiado will increase its holding in BCP's share capital up to a maximum of 30% upon completion of the Rights Issue, to be achieved through the exercise of (i) the subscription rights under the Rights Issue corresponding to the number of BCP Shares presently held by it; (ii) the oversubscription rights attached to the BCP Shares presently held by it; and (iii) any other subscription rights that may be acquired by Chiado.

LISTING RULES IMPLICATIONS

As the Subscription Order, the Letter, the MOU and the Subscription Agreement were entered into within a 12 month period and were all entered into with BCP, pursuant to Rule

14.22 of the Listing Rules, the Transactions are aggregated for the purpose of determining relevant percentage ratios under Rule 14.07 of the Listing Rules. As one or more of the applicable percentage ratios (as defined under Rule 14.04(9) of the Listing Rules) in relation to the Transactions exceeds 25% and is less than 100%, the Transactions constitute a major transaction of the Company and are subject to notification, announcement and shareholders' approval requirements under the Listing Rules.

To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, no Shareholders or any of their respective associates have any material interest in the Subscription Order and the Rights Issue Subscription, thus no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Subscription Order and the Rights Issue Subscription. The Company has obtained a written shareholder's approval from Fosun Holdings Limited, the controlling Shareholder holding approximately 71.55% of the total issued shares of the Company as at the date of this announcement, in lieu of holding a general meeting to approve the Subscription Order and the Rights Issue Subscription, in accordance with Rule

14.44 of the Listing Rules.

A circular containing, among other things, further information relating to the Transactions will be despatched to the Shareholders. As the Company will require additional time to prepare, among other things, the financial information of the Group for inclusion in the circular, the Company will apply to the Hong Kong Stock Exchange for a waiver from strict compliance with Rule 14.41(a) of the Listing Rules and for an extension of the deadline for the despatch of the circular of the Company to a date that is after 15 business days from the date of this announcement.

Reference is made to the announcements of the Company dated 31 July 2016 and 20 November 2016, in relation to, among other things, the delivery of the Letter, the entry into of the MOU and the Subscription Agreement.

SUBSCRIPTION ORDER

The Board is pleased to announce that on 9 January 2017 (Portugal time), Chiado has issued a Subscription Order, pursuant to which, if satisfied in full, Chiado will increase its holding in BCP's share capital up to a maximum of 30% upon completion of the Rights Issue, to be achieved through the exercise of (i) the subscription rights under the Rights Issue corresponding to the number of BCP Shares presently held by it; (ii) the oversubscription rights attached to the BCP Shares presently held by it; and (iii) any other subscription rights that may be acquired by Chiado.

The subscription price per share of BCP is EUR0.094, which represents a discount of approximately 38.6% to the theoretical ex-rights price based on the closing price of BCP Shares on Euronext Lisbon on 9 January 2017. Accordingly, the maximum consideration for the Rights Issue Subscription is expected to be approximately EUR531 million, including the cost of any other subscription rights that may be acquired by Chiado, which shall be satisfied by the Group's funds and payable according to the timetable of the Rights Issue to be

announced by BCP. Each holder of BCP Shares will receive one subscription right for each ordinary share it owns.

The audited net profits (both before and after taxation) of BCP for the two fiscal years immediately preceding the Transactions are as follows:

For the year ended 31 December

2015

(audited)

approximately EUR million

2014

(audited)

approximately EUR million

Net profit/(loss) before tax

403

(173)

Net profit/(loss) after tax*

235

(227)

* Note: attributable to the shareholders of BCP

The unaudited total assets and net assets of BCP were approximately EUR73,068 million and EUR5,014 million, respectively, as at 30 June 2016.

Pursuant to the Subscription Order, Chiado has agreed to (1) a lock-up period of 3 years from 18 November 2016 of the shares obtained by Chiado in the Rights Issue through the exercise of the subscription rights attached to those shares obtained under the Subscription Agreement (i.e. excluding those BCP Shares which has been obtained by Chiado by exercising the oversubscription rights); and (2) a lock-up period of 30 days following closing of the Rights Issue of all of the BCP Shares obtained by Chiado in the Rights Issue.

Chiado has the right to revoke the Subscription Order upon the occurrence of any Material Adverse Change.

To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, BCP and the ultimate beneficial owners of BCP are third parties independent of the Company and connected persons of the Company.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS

After the completion of the Transactions, BCP is expected to become an important investment of the Group and become the comprehensive financial service platform to help the Group extend its business in Europe and Africa. The Group believes that the international

comprehensive financial service business of BCP will further create synergies with the Group's capacity to combine China's growth momentum with global resources.

In particular, the Company believes the following benefits can be achieved:

  1. the audited total assets of BCP as of 31 December 2015 amounted to approximately EUR74.9 billion and the bank has built up sound business presence in Europe and Africa. The Group plans to apply its investment capabilities and other resources to help the bank further enhance the comprehensive financial business related to the Greater China region and also improve the profitability of the bank;

  2. the Transactions are expected to strengthen the international comprehensive financial service capability of the Group, including the international commercial banking, investment banking and private banking service capability;

  3. the Transactions are expected to further strengthen the Group's financial market presence in the Portugal market; and

  4. the Transactions are expected to extend the Group's international network and help the Group enter the Poland, Mozambique, Angola and Switzerland financial markets rapidly.

The Directors (including the independent non-executive Directors) are of the view that the terms of the Transactions are on normal commercial terms, fair and reasonable and in the interest of the Company and Shareholders as a whole.

LISTING RULES IMPLICATIONS

As the Subscription Order, the Letter, the MOU and the Subscription Agreement were entered into within a 12 month period and were all entered into with BCP, pursuant to Rule 14.22 of the Listing Rules, the Transactions are aggregated for the purpose of determining relevant percentage ratios under Rule 14.07 of the Listing Rules. As one or more of the applicable percentage ratios (as defined under Rule 14.04(9) of the Listing Rules) in relation to the Transactions exceeds 25% and is less than 100%, the Transactions constitute a major transaction of the Company and are subject to notification, announcement and shareholders' approval requirements under the Listing Rules.

To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, no Shareholders or any of their respective associates have any material

Fosun International Limited published this content on 10 January 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 09 January 2017 22:58:08 UTC.

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