FOSUN INTERNATIONAL LIMITED Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss however arising from or in reliance upon the whole or any part of the contents of this circular.
31 December 2015
Page
- Definitions 1
- Letter from the Board 4
- Appendix I - Financial Information of the Group 13
- Appendix II - Financial Information of the PH Group 16
- Appendix III - Unaudited Pro Forma Financial Information of the Enlarged Group 441
- Appendix IV - Management Discussion and Analysis of the PH Group 453
- Appendix V - General Information 498
In this circular, the following expressions have the following meanings, unless the context requires otherwise:
"Acquisition" the acquisition of the Target Shares by the Company pursuant to the Share Purchase Agreement
"Announcement" the announcement dated 21 June 2015 issued by the Company in relation to the Acquisition
"associate(s)" has the meaning ascribed to it under the Listing Rules
"Board" the board of Directors
"Business Day" any day (other than a Saturday, Sunday, or public holiday) on which banks located in Israel, the PRC, or Hong Kong are generally open for business
"Closing" the consummation of the transactions contemplated by the Share Purchase Agreement
"Closing Date" a date that is 12 Business Days following satisfaction or waiver of the last condition to Closing, or a date that the Seller and the Purchaser mutually agree
"Company" or "Fosun" Fosun International Limited, a company incorporated under
the laws of Hong Kong and the Shares are listed and traded on the main board of the Hong Kong Stock Exchange
"Directors" the directors of the Company
"Encumbrance" any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim or restriction of any nature, subject to certain exceptions as a result of operation of applicable regulatory requirements and listing rules
"Enlarged Group" the Group as enlarged by the Acquisition
"EUR" the single, unified, lawful currency of those member states of the European Union participating in the Economic and Monetary Union
"Excellence" Excellence Investments Ltd., a subsidiary of Phoenix Holdings
"Fosun Holdings" Fosun Holdings Limited
"Fosun International Holdings" Fosun International Holdings Ltd.
"Fosun Pharma" Shanghai Fosun Pharmaceutical (Group) Co., Ltd.
"Group" the Company and its subsidiaries
"HKFRS" Hong Kong Financial Reporting Standards
"Hong Kong" the Hong Kong Special Administrative Region of the PRC "Hong Kong Stock Exchange" The Stock Exchange of Hong Kong Limited
"IFRS" International Financial Reporting Standards
"ISA" the Israeli Securities Authority
"Israel" State of Israel
"Israel Stock Exchange" or "TASE"
Tel Aviv Stock Exchange
"Latest Practicable Date" 24 December 2015, being the latest practicable date prior to
the printing of this circular for ascertaining certain information contained herein
"Listing Rules" the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange
"Main Business" the existing business as conducted by Phoenix Holdings and its subsidiaries, which includes (1) insurance business, (2) marketing and management of investments for third parties,
(3) mutual funds management, (4) underwriting and investment banking, (5) issue of structured products and financial products, (6) provision of stock exchange and trading services, (7) management of provident funds, (8) mortgage consulting services and sale of ancillary products,
(9) credit card receivables financing, check receivables financing, trade receivables financing, monitoring and reconciliation services for credit card payments and credit advancements, (10) assisted living business, and (11) exporting agricultural products
"Material Adverse Effect" any event, fact, circumstance, condition, change or effect
that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the operations, financial condition or results of operations of the PH Group taken as a whole, subject to certain exceptions
"Model Code" Model Code for Securities Transactions by Directors of Listed Issuers in Appendix 10 of the Listing Rules
"NIS" New Israeli Shekel, the lawful currency of Israel
"Phoenix Holdings" Phoenix Holdings Ltd., a company incorporated under the
laws of Israel
"PH Group" Phoenix Holdings and its subsidiaries
"PRC" the People's Republic of China
"Purchase Price" the price payable by the Purchaser for the Target Shares, which is at a maximum amount of NIS1,868,066,426 (approximately RMB3,024,212,737)
Fosun International Limited issued this content on 2015-12-31 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2015-12-31 01:53:24 UTC
Original Document: http://media.corporate-ir.net/media_files/IROL/19/194273/1_English_ver_PI_Circular_book.pdf
