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 purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities nor is it calculated to invite any such offer or invitation. In particular, this announcement does not constitute and is not an offer to sell or an invitation or a solicitation of any offer to buy or subscribe for any securities in Hong Kong, the United States of America or elsewhere. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities described herein have not been and will not be registered under the U.S. Securities Act. There will be no public offering of securities in the United States of America or any jurisdiction other than Hong Kong.

Not for release, publication or distribution, in whole or in part, directly or indirectly, in, into or from the United States of America or any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.

POSSIBLE DISCLOSEABLE TRANSACTION

IN RELATION TO

THE PROPOSED SPIN-OFF AND SEPARATE LISTING OF

FOSUN TOURISM GROUP ON THE MAIN BOARD OF

THE HONG KONG STOCK EXCHANGE

BASIS OF THE ASSURED ENTITLEMENT OF QUALIFYING FOSUN INTERNATIONAL SHAREHOLDERS

TO FTG SHARES IN THE PREFERENTIAL OFFERING

PUBLICATION OF THE PROSPECTUS ISSUED BY

FOSUN TOURISM GROUP

AND

EXPECTED SIZE OF THE GLOBAL OFFERING AND

OFFER PRICE RANGE

Basis of the Assured Entitlement of Qualifying Fosun International Shareholders to FTG Shares in the Preferential Offering

The Board is pleased to announce that it has determined the basis of the Assured Entitlement of the Qualifying Fosun International Shareholders to the FTG Shares in the PreferentialOffering, if and when made. The basis of the Assured Entitlement is one (1) FTG Share for every 400 Shares held by Qualifying Fosun International Shareholders on Thursday, 22 November 2018, being the Record Date.

Publication of the Prospectus

In connection with the Proposed Spin-off and Listing, FTG published its Prospectus on 30 November 2018. The Prospectus is available for viewing and downloading from the websites of FTG atwww.fosunholiday.comand the Hong Kong Stock Exchange at www.hkexnews.hk from 30 November 2018. Printed copies of the Prospectus may be obtained, free of charge, at designated locations during normal business hours from 9:00 a.m. on Friday, 30 November 2018 until 12:00 noon on Thursday, 6 December 2018.

Expected Size of the Global Offering and Offer Price Range

As disclosed in the Prospectus, the total number of the FTG Shares to be offered under the Global Offering is expected to be 214,200,000 (assuming that the Over-allotment Option (as defined in the Prospectus) is not exercised), representing approximately 17.51% of the number of the FTG Shares in issue immediately following the completion of the Global Offering (assuming the minimum Offer Price (as defined in the Prospectus)), and 246,330,000 (assuming the Over-allotment Option is exercised in full), representing approximately 19.62% of the number of the FTG Shares in issue immediately following the completion of the Global Offering (assuming the minimum Offer Price). The Offer Price for the FTG Shares in the Global Offering is expected to be not less than HK$15.60 per FTG Share and not more than HK$20.00 per FTG Share (exclusive of brokerage, SFC (as defined in the Prospectus) transaction levy and Hong Kong Stock Exchange trading fee).

The implementation of the Proposed Spin-off and Listing is subject to, among other things, the approval of the Hong Kong Stock Exchange and the final decisions of the Board and of the board of directors of FTG as to whether to proceed with the Proposed Spin-off and Listing which are subject to market conditions and pricing. Shareholders and potential investors of the Company should exercise caution when dealing in or investing in the securities of the Company.

1.

Introduction

Reference is made to the Company's announcements dated 4 July 2018, 31 August 2018, 8 November 2018, 13 November 2018 and 28 November 2018 (the "Announcements")

relating to the Proposed Spin-off and Listing. Unless the context otherwise requires, termsdefined in the Announcements shall have the same meanings as those used in this announcement.

2. Basis of the Assured Entitlement of Qualifying Fosun International Shareholders to the FTG Shares in the Preferential Offering

The Board is pleased to announce that it has determined the basis of the Assured Entitlement of the Qualifying Fosun International Shareholders to the FTG Shares in the Preferential Offering, if and when made.

The basis of the Assured Entitlement is one (1) FTG Share for every 400 Shares held by Qualifying Fosun International Shareholders on Thursday, 22 November 2018, being the Record Date.

The Assured Entitlement of Qualifying Fosun International Shareholders to the FTG Shares is not transferable and there will be no trading in nil-paid entitlements on the Hong Kong Stock Exchange.

Qualifying Fosun International Shareholders who hold at least 400 Shares on the Record Date and therefore have an Assured Entitlement to the FTG Shares may apply for a number of FTG Shares which is greater than, less than or equal to their Assured Entitlement under the Preferential Offering. A valid application for a number of FTG Shares which is less than or equal to a Qualifying Fosun International Shareholder's Assured Entitlement under the Preferential Offering will be accepted in full, subject to the terms and conditions of the Preferential Offering.

Qualifying Fosun International Shareholders who hold less than 400 Shares on the Record Date and therefore will not have an Assured Entitlement to the FTG Shares will still be entitled to participate in the Preferential Offering by applying for excess FTG Shares only.

Applications for excess FTG Shares will only be satisfied to the extent that FTG Shares made available to and not taken up by Qualifying Fosun International Shareholders as their Assured Entitlement under the Preferential Offering are sufficient to satisfy such excess applications.

Qualifying Fosun International Shareholders should note that their Assured Entitlement to the FTG Shares may not represent a full board lot of FTG Shares. No odd lot matching services will be provided and dealings in odd lots of 200 FTG Shares may be at a price below the prevailing market price for full board lots. If the Preferential Offering proceeds,details of the Preferential Offering, including the terms and conditions for applications (including excess applications) for FTG Shares under the Preferential Offering, are set out in the Prospectus and the accompanying blue application form.

As at the date of this announcement, the Company and FTG have been advised by their PRC legal advisors that pursuant to Article 23 of the Implementing Rules for Registration, Depository and Clearing Services under Mainland-Hong Kong Stock Connect (《內地與 香港股票市場交易互聯互通機制登記、存管、結算業務實施細則》) of China Securities Depository and Clearing Corporation Limited ("ChinaClear", 中國證券登記 結算有限責任公司), ChinaClear does not provide services relating to the subscription of newly issued shares. Accordingly, the beneficial holders of Shares who hold Shares through Shanghai-Hong Kong Stock Connect or Shenzhen-Hong Kong Stock Connect cannot participate in the Preferential Offering and will not be able to take up their respective Assured Entitlement to the FTG Shares under the Preferential Offering through the trading mechanism of Shanghai-Hong Kong Stock Connect or Shenzhen-Hong Kong Stock Connect.

  • 3. Publication of the Prospectus

    In connection with the Proposed Spin-off and Listing, FTG published the Prospectus on 30 November 2018. The Prospectus contains, among other things, (a) details of the number of FTG Shares to be offered in the Global Offering, the Offer Price range and other details of the Global Offering and (b) certain business and financial information in relation to FTG and its subsidiaries. The Prospectus is available for viewing and downloading from the websites of FTG atwww.fosunholiday.comand the Hong Kong Stock Exchange atwww.hkexnews.hkfrom 30 November 2018. Printed copies of the Prospectus may be obtained, free of charge, at designated locations specified in (a) the formal notice issued by FTG on 30 November 2018 and (b) the Prospectus, during normal business hours from

  • 9:00 a.m. on Friday, 30 November 2018 until 12:00 noon on Thursday, 6 December 2018.

  • 4. Preferential Offering

    In connection with the Preferential Offering, a blue application form has been despatched on 30 November 2018 to each Qualifying Fosun International Shareholder. In addition, Qualifying Fosun International Shareholders will receive a copy of the Prospectus in the manner in which they have elected, or are deemed to have elected, to receive corporate communications under the corporate communications policy of the Company. The procedures for applying for FTG Shares pursuant to the Preferential Offering are set out in the Prospectus.

5. Expected Size of the Global Offering and Offer Price Range

As disclosed in the Prospectus, the total number of the FTG Shares to be offered pursuant to the Global Offering will be 214,200,000 (assuming the Over-allotment Option is not exercised), representing approximately 17.51% of the number of the FTG Shares in issue immediately following the completion of the Global Offering (assuming the minimum Offer Price), and 246,330,000 (assuming the Over-allotment Option is exercised in full), representing approximately 19.62% of the number of the FTG Shares in issue immediately following the completion of the Global Offering (assuming the minimum Offer Price).

The Offer Price for the FTG Shares in the Global Offering is expected to be not less than HK$15.60 per FTG Share and not more than HK$20.00 per FTG Share (exclusive of brokerage, SFC transaction levy and Hong Kong Stock Exchange trading fee).

On the basis of the number of the FTG Shares to be offered pursuant to the Global Offering and the expected Offer Price range as stated above, if the Global Offering proceeds:

  • (a) the market capitalization of FTG will be between approximately HK$19,081 million and approximately HK$24,462 million (assuming the Over-allotment Option is not exercised) and between approximately HK$19,582 million and approximately HK$25,105 million (assuming the Over-allotment Option is exercised in full);

  • (b) the size of the Global Offering will be between approximately HK$3,341.5 million and approximately HK$4,284.0 million (assuming the Over-allotment Option is not exercised) and between approximately HK$3,842.7 million and approximately HK$4,926.6 million (assuming the Over-allotment Option is exercised in full); and

  • (c) the Company will hold approximately 81.76% of the FTG Shares (assuming before any exercise of the Over-allotment Option) and approximately 79.67% of the FTG Shares (assuming the full exercise of the Over-allotment Option)

    immediately following the completion of the Global Offering.

Attachments

Disclaimer

Fosun International Limited published this content on 30 November 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 30 November 2018 08:56:09 UTC