Roc Oil : First Supplementary Bidder's Statement

19 September 2014

Company Announcements Australian Securities Exchange Level2

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Dear Sir/Madam

Takeover offer by Transcendent Resources Limited for Roe Oil Company Limited - First

Supplementary Bidder's Statement

We act fora wholly owned subsidiary of Fosun lnternational Limited, Transcendent Resources Limited (Fosun) in relation to its off-market takeover bid forali of the ordinary shares in Roe Oil Company Limited (ROC) (Offer).

On behalf of Fosun and in accordance with subsection 647(3)(b) of the Corporations Act 2001 (Cth), we enclose a copy of the first supplementary bidder's statement of Fosun, dated 19 September 2014 (First Supplementary Bidder's Statement), which supplements Fosun's originai bidder's statement dated 11

September 2014.

A copy of the First Supplementary Bidder's Statement has been lodged with the Australian Securities and lnvestments Commission and will be sent to ROC today.

Yours faithfully

James Stewart

Partner

Norton Rose Fulbright Australia

Enel.

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1 lntroduction

1.1 Supplementary Bidder's Statement
This document is a supplementary bidder's statement given pursuant to Division 4 of Part
6.5 of the Corporations Act 2001 (Cth) (Corporations Act) in compliance with the requirements of section 643 of the Corporations Act by Transcendent Resources Limited (Fosun), a wholly-owned Subsidiary of Fosun lnternational Limited, in relation to its off­ market takeover offerto acquire ali of the ordinary shares in Roe Oil Company Limited ABN
32 075 965 856 (ROC).
lt is the first supplementary bidder's statement (First Supplementary Bidder's
Statement) issued by Fosun to the bidder's statement dated 11 September 2014 issued by Fosun (Originai Bidder's Statement). This First Supplementary Bidder's Statement supplements and is to be read together with the Originai Bidder's Statement. This
document prevails in the event of any inconsistency with the Originai Bidder's Statement.

1 .2 lmportant notices

A copy of this First Supplementary Bidder 's Statement was lodged with the Australian Securities and lnvestments Commission (ASIC) on 19 September 2014. Neither ASIC nor its officers take any responsibility for the contents of this First Supplementary Bidder's Statement.
1.3 Defined terms and interpretation
Unless the context otherwise requires, capitalised terms in this First Supplementary Bidder's Statement have the same meaning given to them in section 13.1 of the Originai Bidder's Statement. The rules of interpretation set out in section 13.2 of the Originai Bidder's Statement also apply to this First Supplementary Bidder's Statement, unless the context otherwise requires.

2 lnstitutional Acceptance Facility

2.1 Establishment of IAF
Fosun has established an institutional acceptance facility (IAF) open to professional investors (as defined in section 9 of the Corporations Act) that hold or beneficially own at least 724,638 ROC Shares (at least A$500,000 worth of ROC shares based on the consideration payable under the Offer) (Eiigible lnstitutionallnvestors) in arder to facilitate receipt of acceptances of the Offer. lnvestors who are not Eligible lnstitutional lnvestors cannot participate in the IAF.
The IAF has been established to enable Eligible lnstitutional lnvestors to indicate their intentions to accept the Offer before the Offer is or becomes unconditional, as Fosun understands that some of these shareholders may be unwilling or unable to accept the Offer until the Offer becomes or is declared unconditional.

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The operator of the IAF is Computershare Clearing Pty Limited ACN 063 826 228 (IAF Operator).

2.2 Operation of the IAF

Eligible lnstitutional Shareholders may demonstrate their intention to accept the Offer by lodging with the IAF Operator a duly completed and executed Appointment of Facility Operator Form, and either:

(1) where the Eligible lnstitutional Shareholder is recorded as the holder of ROC Shares, lodging with the IAF Operator an executed Transfer and Acceptance Form (Acceptance Form); or

(2) where the Eligible lnstitutional Shareholder holds ROC Shares through a custodian as a beneficiai holder, directing their custodian to lodge with the IAF Operator an executed Custodian Direction Form (Custodian Direction),

to accept the Offer in respect of some or ali of their ROC Shares (provided the acceptance is for at least 724,638 ROC Shares). In this First Supplementary Bidder's Statement, Acceptance lnstructions refers to the Acceptance Form or Custodian Direction, as applicable.

By submitting the Acceptance lnstructions, an Eligible lnstitutional Shareholder appoints the IAF Operator to hold the Acceptance lnstructions as collection agent only and subject to a bare trust.

Pursuant to ASIC Class Order C013/520 and pursuant to the terms of appointment of the IAF Operator contained in the Acceptance lnstructions, Fosun will not acquire a Relevant lnterest in any ROC Shares through the receipt by the IAF Operator of an Acceptance lnstruction, because the IAF has been established on the basis that it fulfils the requirements of subsection 609(8A) as inserted by C013/520.

When the IAF Operator receives written confirmation from Fosun (Confirmation Notice)

stating that:

(1) the Offer is free from ali the Conditions (as set out in section 12.5 of the Originai

Bidder's Statement); or

(2) the Offer will be, or Fosun will declare the Offer, free from ali Conditions no later than the time that ali Acceptance lnstructions lodged with the IAF Operator are processed,

each Eligible lnstitutional Shareholder who has accepted the Offer by submitting an Acceptance lnstruction is deemed to have directed the IAF Operator to deliver and the IAF Operator must deliver:

(1) the Acceptance Forms to Computershare lnvestor Services Pty Ltd (Fosun's share registrar); or

(2) the Custodian Directions to the relevant custodian.

Fosun reserves the right to free the Offer from ali Conditions and deliver the Confirmation Notice to the IAF Operator at any time before the end of the Offer Period (subject to the Corporations Act, the Bid lmplementation Agreement, or in the case of the Condition set

out in section 12.5(3) of the Originai Bidder's Statement (Prescribed Occurrences), until the

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end of the third business day after the end of the Offer Period), irrespective of the number of acceptances held by Fosun or the number of Acceptance lnstructions held by the IAF Operator.
Eligible lnstitutional lnvestors may withdraw their Acceptance lnstructions at any time prior to the IAF Operator receiving the Confirmation Notice from Fosun. Until the IAF Operator receives the Confirmation Notice, Eligible lnstitutional Shareholders will retain ali rights in relation to their ROC Shares. Upon receipt of written notification from an Eligible
lnstitutional lnvestor, the IAF Operator must return the Acceptance lnstruction submitted by the Eligible lnstitutional lnvestor.
A copy of the Appointment of Facility Operator Form setting out the terms of appointment of the IAF Operator, together with the Acceptance lnstructions will be provided to each Eligible lnstitutional lnvestor by the IAF Operator. Eligible lnstitutional lnvestors who require further information may contact the IAF Operator by email to custodians@computershare.com.au, or phone on 1800 095 862 (callers within Australia) and +61 3 9415 5401(callers outside Australia).
2.3 Disclosure of acceptances through the IAF
Pursuant to ASlC class order C013/520, for every movement of at least 1% in the aggregate level of Fosun's voting power during the Offer Period, Fosun will announce to the ASX by 9.30am on the next trading day after the movement a notice setting out the aggregate number and percentage of ROC Shares:
(1) in which Fosun has a relevant interest; and
(2) which are the subject of Acceptance lnstructions, and a breakdown between the two categories (1) and (2).

3 Authorisation

This First Supplemental Bidder's Statement has been approved by a resolution passed by the Director of Fosun.

4 Date

This First Supplementary Bidder's Statement is dated 19 September 2014 which is the date it was lodged with ASIC.
Signed for and on behalf of the director of Transcendent Resources Limited, Mr Xuetang Qin, under power of attorney

James Stewart
Transcendent Resources Limited

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