Roc Oil : Fosun Confirms Closure of Offer

Roc Oil Company Limited (ROC)

14 November 2014

ASX RELEASE

FOSUN CONFIRMS CLOSURE OF OFFER

Roc Oil Company Limited (ROC) advises that it has been informed by Transcendent Resources Limited, a wholly owned subsidiary of Fosun International Limited (together Fosun), that it has now closed its off-market takeover bid for ROC.

The Offer Period ended at 7:00pm on 14 November 2014 (Sydney time) and, as at the end of the Offer Period, Fosun has received acceptances of 636,698,799 ROC Shares, representing 92.595% of all ROC Shares on issue.

As Fosun has acquired at least 90% of all ROC Shares on issue, it is entitled to compulsorily acquire all of the ROC Shares on issue in accordance with the Corporations Act. Fosun has advised that it intends to proceed with compulsory acquisition in accordance with the Corporations Act. Fosun has further advised that it intends to procure that ROC be removed from the official list of ASX.

Fosun's announcement to the Hong Kong Stock Exchange is attached.

Alan Linn

Executive Director

& Chief Executive Officer

For further information please contact:

Renee Jacob

Group Manager

Investor Relations & Corporate Affairs

Tel: [phone]

Email: [e-mail]

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.

PROGRESS UPDATE ANNOUNCEMENT ON DISCLOSEABLE TRANSACTION IN RELATION TO ENTRY INTO BID IMPLEMENTATION AGREEMENT AND UNCONDITIONAL TAKEOVER BID FOR ALL THE ISSUED SHARES OF ROC OIL COMPANY LIMITED AND CLOSURE OF OFFER

Reference is made to the announcements of Fosun International Limited (the "Company") dated 4 August 2014 and 20 October 2014, respectively (the "Announcements"). Capitalized terms used in this announcement have the same meanings as defined in the Announcements, unless the context requires otherwise.
The Offer Period ended at 7:00 pm on 14 November 2014 (Sydney time) and, as at the end of the Offer Period, as far as Transcendent Resources is aware Transcendent Resources has received acceptances of 636,698,799 ROC Shares, representing 92.595% of all ROC Shares on issue.
At the Offer Price of AUD0.69 per ROC Share, as far as Transcendent Resources is aware the total amount of consideration payable by Transcendent Resources in respect of ROC Shares which have been accepted into the Offer as at 7:00 pm on 14 November 2014 (Sydney time) (that is, 92.595% of all ROC Shares on issue) is approximately AUD439,322,171.31.
On 28 October 2014, one nominee from Transcendent Resources was appointed as non-
executive director of ROC. On 10 November 2014, three additional nominees from

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Transcendent Resources were appointed as non-executive directors of ROC. One of Transcendent Resources' nominee directors has also been appointed as the chairman of ROC.
As Transcendent Resources has acquired at least 90% of all ROC Shares on issue, it is entitled to compulsorily acquire all of the ROC Shares on issue in accordance with the Corporations Act. Transcendent Resources intends to proceed with compulsory acquisition in accordance with the Corporations Act. Transcendent Resources further intends to procure that ROC be removed from the official list of ASX.
As one of the applicable percentage ratios (as defined under Rule 14.04(9) of the Listing Rules) in relation to the Proposed Transaction exceeds 5% and is less than 25%, the Proposed Transaction constitutes a discloseable transaction of the Company under Chapter
14 of the Listing Rules and is subject to notification and announcement requirements under the Listing Rules.

By Order of the Board Fosun International Limited Guo Guangchang

Chairman

Shanghai, the PRC, 14 November 2014

As at the date of this announcement, the executive directors of the Company are Mr. Guo Guangchang, Mr. Liang Xinjun, Mr. Wang Qunbin, Mr. Ding Guoqi, Mr. Qin Xuetang and Mr. Wu Ping; the non -executive director is Mr. Fan Wei; and the independent non-executive directors are Mr. Zhang Shengman, Mr. Zhang Huaqiao and Mr. David T. Zhang.

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