Roc Oil : Fourth Supplementary Bidder's Statement

10 November 2014

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Dear Sir/Madam

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

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 fourth supplementary bidder's statement of Fosun, dated 1O November 2014 (Fourth Supplementary Bidder's Statement), which supplements Fosun's originai bidder's statement dated 11

September 2014 as supplemented by Fosun's first supplementary bidder's statement dated 19 September

2014, Fosun's second supplementary bidder's statement dated 20 October 2014 and Fosun's third supplementary bidder's statement dated 28 October 2014.

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

Yours faithfully

Shane Bilardi

Partner

Norton Rose Fulbright Australia

Enel.

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FOSUN Fourth Supplementary Bidder's Statement

1 lntroduction

1.1 Supplementary Bidder's Statement
This document is a supplementary bidder's statement given pursuant te Division 4 cf Part
6.5 cf the Corporations Acl 2001 (Cth) (Corporations Act) in compliance with the requirements cf section 643 cf the Corporations Aclby Transcendent Resources Limited (Fosun), a wholly-owned Subsidiary cf Fosun lnternational Limited, in relation te its off­ market takeover offerte acquire ali cf the ordinary shares in Roe Oil Company Limited ABN
32 075 965 856 (ROC).
Ilis the fourth supplementary bidder's statement (Fourth Supplementary Bidder's Statement) issued by Fosun lo the bidder's statement dated 11 September 2014 issued by Fosun (Originai Bidder's Statement). This Fourth Supplementary Bidder's Statement supplements and is lo be read together with the Originai Bidder's Statement as supplemented by the first supplementary bidder's statement dated 19 September 2014, the second supplementary bidder's statement dated 20 October 2014 and the third supplementary bidder's statement dated 28 October 2014. This document prevails in the event cf any inconsistency with the Originai Bidder's Statement.

1 .2 lmportant notices

A copy cf this Fourth Supplementary Bidder's Statement was lodged with the Australian Securities and lnvestments Commission (ASIC) on 1O November 2014. Neither ASlC nor its officers take any responsibility !or the contents o!this Fourth Supplementary Bidder's Statement.
1.3 Defined terms and interpretation
Unless the context otherwise requires, capitalised terms in this Fourth Supplementary Bidder's Statement have the same meaning given te them in section 13.1 cf the Originai Bidder's Statement. The rules cf interpretation set out in section 13.2 cf the Originai Bidder's Statement also apply lo this Fourth Supplementary Bidder's Statement, unless the context otherwise requires.

2 Fosun nominees to the ROC board

As set out in the third supplementary bidder's statement, Fosun nominated Mr. Bin ZHAO
te be appointed as a non-executive director cf ROC. The appointment took effect on 28
October 2014.
Fosun has now determined te nominate the following persons te be appointed as additional non-executive directors cf ROC, being:
(1) Dr. Yuanlin JIANG
Dr. Jiang is a managing director cf Fosun Energy Group cf Fosun group. He leads Fosun group's North American energy sector acquisition business and provides strategie advice te Fosun group's global cii and gas acquisition and management

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FOSUN

arm. Dr. Jiang is familiar with the petroleum industry in the U.S., Mexico, and
China.
Belare joining Fosun group, Dr. Jiang worked in a variety of roles in ORI lnternational. His last role was leading a large multi-discipline advisory team and guiding the development of the gian!Ku-Maloob-Zaap field in Mexico. Prior to that, Mr. Jiang worked far BP and served in senior technical roles in a number of offshore and unconventional assets.
Dr. Jiang holds a Ph.D. and a Masters in Petroleum Engineering, both from Stanford University. He also holds a bachelor degree in fluid mechanics from the University of Science and Technology of China. Dr. Jiang has been a member of the Society of Petroleum Engineers since 2002.
(2) Mr. Yao XU
Mr. Yao XU has been the Generai Manager of lnternational Legai Department of Fosun group since 2014. Mr. Xu joined Fosun group in 201O. Prior to this, Mr. Xu was an associate of a top tier US law firm. Mr. Xu is a senior legai expert specialising in international transactions, and is registered as a lawyer in the State of New York, U.S.
(3) Mr. Qunbin WANG
lnformation about Mr. Wang's qualifications and experience is seiaut in section 5.4 of the Originai Bidder's Statement.
Under clause 3.1 of the Bid lmplementation Agreement between Fosun and ROC dated 4
August 2014, ROC is required to use its best endeavours lo procure the resignation and appointment of ROC directors such that a majority of the ROC Board are directors nominated in writing by Fosun.
As set aut in section 7 of the Originai Bidder's Statement, Fosun will review the structure and membership of the ROC board again once the Offer closes and the outcome of the Offer has been finally determined.

3 Authorisation

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

4 Date

This Fourth Supplementary Bidder's Statement is dated 1O November 2014 which is the date ilwas lodged with ASlC.

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FOSUN

Signed for and on behalf of the director of Transcendent Resources Limited, Mr. Xuetang Qin, under power of attorney

Shane Bilardi
Transcendent Resources Limited

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