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.
SUPPLEMENTAL AGREEMENT
FOR THE
DISCLOSEABLE TRANSACTIONS
IN RELATION TO
THE DISPOSAL OF THE TARGET COMPANIES
AND
THE ISSUANCE OF CONSIDERATION SHARES
Reference is made to the announcements of the Company dated 20 November 2017 and 27
December 2017 in relation to, among other matters, the entering into of the Formal Sale and Purchase Agreement. Unless otherwise defined in this announcement, capitalised terms used herein shall have the same meanings as those defined in the Announcements.
SUPPLEMENTAL AGREEMENT
As of the date of this announcement, there is material uncertainty as to whether Yuyuan is able to obtain approvals from the competent departments of the National Development and Reform Commission of the PRC and the Ministry of Commerce of the PRC in respect of its proposed acquisition of Globeview and Winner Gold, being two of the Target Companies incorporated in Hong Kong. As such, on 12 January 2018, the Vendors and the Purchaser have entered into the Supplemental Agreement to amend certain terms of the Formal Sale and Purchase Agreement as follows:
(a) the Purchaser will no longer acquire the entire equity interest held by China Alliance in Globeview and Winner Gold from China Alliance and will only acquire the entire equity interest held by the 16 Vendors in the 24 Target Companies prior to the Closing from the 16
Vendors;
(b) in accordance to the Valuation of 24 Target Companies, the value of the assets owned by the 24 Target Companies as at 30 June 2017 amounts to approximately RMB23.56 billion, and
based on such valuation and after certain negotiations between the Parties, the Revised Consideration amounts to approximately RMB23.56 billion (subject to certain adjustments (if any)); and
(c) based on the Revised Consideration of approximately RMB23.56 billion, the number of
Revised Consideration Shares to be issued by the Purchaser to the 16 Vendors amounts to 2,360,635,456 Revised Consideration Shares.
The Directors consider that the terms of the Supplemental Agreement are fair and reasonable and the entering into of the Supplemental Agreement is in the interests of the Company and its Shareholders as a whole. Save as disclosed above, all material terms and conditions of the Formal Sale and Purchase Agreement remain unchanged.
As the Transactions are subject to, among other things, approval from certain PRC authorities, the Transactions may or may not materialize. Shareholders and potential investors should exercise caution when dealing in the securities of the Company.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following terms have the meanings as set out below:
"Announcements" | the announcement of the Company dated 20 November 2017 and 27 |
December 2017 in relation to, among other matters, the entering into | |
of the Formal Sale and Purchase Agreement | |
"Closing" | the completion of the Transactions |
"Revised | the consideration of the Revised Sale Shares determined based on |
Consideration" | the Valuation of 24 Target Companies |
"Revised | the A Share(s) to be issued to the 16 Vendors by the Purchaser at the |
Consideration | Issue Price |
Share(s)" | |
"Revised Sale Shares" | the entire equity interest held by the 16 Vendors in the 24 Target |
Companies prior to the Closing | |
"Supplemental | the supplemental agreement dated 12 January 2018 entered into by |
Agreement" | the Vendors and the Purchaser to amend certain terms of the Formal |
Sale and Purchase Agreement | |
"Transactions" | the transactions contemplated under the Formal Sale and Purchase |
Agreement and the Supplemental Agreement | |
2 |
"Valuation of 24 | the valuation of the assets owned by the 24 Target Companies as at |
Target Companies" | 30 June 2017 as assessed by an independent valuer appointed by the |
Parties subject to certain adjustments (if any) | |
"16 Vendors" | the Vendors excluding China Alliance |
"24 Target | the Target Companies excluding Globeview and Winner Gold |
Companies" | |
Chairman | |
12 January 2018 |
By Order of the Board
Fosun International Limited
Guo Guangchang
As at the date of this announcement, the executive directors of the Company are Mr. Guo Guangchang, Mr. Wang Qunbin, Mr. Chen Qiyu, Mr. Xu Xiaoliang, Mr. Qin Xuetang, Mr. Wang Can, Ms. Kang Lan and Mr. Gong Ping; and the independent non-executive directors are Mr. Zhang Shengman, Mr. Zhang Huaqiao, Mr. David T. Zhang, Mr. Yang Chao and Dr. Lee Kai-Fu.
Fosun International Limited published this content on 12 January 2018 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 12 January 2018 11:59:10 UTC.
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