Roc Oil : Notice of Compulsory Acquisition

12 December 2014
Company Announcements Australian Securities Exchange Level 2
120 King Street
MELBOURNE VIC 3000
Dear Sir/Madam

Norton Rose Fulbright Australia

ABN 32 720 868 049

Level 15, RACV Tower

485 Bourke Street

MELBOURNE VIC 3000

AUSTRALIA

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Takeover bid by Transcendent Resources Limited for all of the ordinary shares in Roc Oil Company Limited - Compulsory acquisition following takeover bid

We act for a wholly owned subsidiary of Fosun International Limited, Transcendent Resources Limited (Fosun), in relation to its off-market takeover bid for all of the ordinary shares in Roc Oil Company Limited (ROC) (Offer).
On behalf of Fosun, and in accordance with section 661B(1)(d) of the Corporations Act 2001 (Cth), we enclose:
(1) Australian Securities and Investments Commission Form 6021 - Notice of compulsory acquisition following takeover bid; and
(2) covering letter to ROC shareholders,
relating to the compulsory acquisition of ROC shares in respect of which acceptances of Fosun's Offer have not been received, which Fosun has lodged with ASIC and will commence sending to each of the relevant ROC shareholders today.

If you have any queries regarding this matter, please contact me on the details provided in this letter. Yours faithfully
James Stewart
Partner
Norton Rose Fulbright Australia
Encl.

APAC-#24960041-v1

Norton Rose Fulbright Australia is a law firm as defined in the Legal Profession Acts of the Australian states and territory in which it practises.

Norton Rose Fulbright Australia, Norton Rose Fulbright LLP, Norton Rose Fulbright Canada LLP, Norton Rose Fulbright South Africa (incorporated as Deneys Reitz Inc) and Fulbright & Jaworski LLP, each of which is a separate legal entity, are members of Norton Rose Fulbright Verein, a Swiss Verein. Details of each entity, with certain regulatory information, are at nortonrosefulbright.com. Norton Rose Fulbright Verein helps coordinate the activities of the members but does not itself provide legal services to clients.

12Decembe2r 014
T 000001 000 ROCTKO

MR SAM SAMPLE FLAT 123

123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

DeaRr OCShareholder
Takeovebr idbyTranscendenRt esourcesLimitedfoar loltfheordinarysharesinRocOil
CompanyLimited-CompulsoryAcquisition
Asyouwibll eawareT, ranscendenRt esourcesLimited( Fosun)aw, hollyownedsubsidiaryof FosunInternationaLl imitedm, adeanoff-marketta keovebr idfoar tllheissuedsharesinRocOil CompanyLimited( ROC()Offer )T. heOffehr asnowclosed.
Fosu nowholdsarelevanitnteresitnmorethan90%otfhesharesinROCA. ccordingtoFosun's recordsid,t idnorteceiveanacceptancefromy oubeforethetimeocflosingoiftsOffear ndis
therefor entitledundesre ction661A(1o)tfheCorporationsAc2t 001 (Cth() compulsorilyacquireyousrharesinROCfotrheconsiderationofferedundetrheOfferb, eing$0.69 foer achROCshare.
CorporationsActt)o
The enclosednoticesetsouttheinformationrequiredby theCorporationsAcftotrhecompulsory acquisitiontoproceedS. imilanr oticesarebeings enttoaoll therremainingROCshareholdersthat didnoat ccepFt osun'sOffer.
Oncompletionotfhecompulsory acquisitionprocessy,ouwill begivenanoticewhichwiall dvise howyoumayclaimyoucronsiderati onS. ubjecttotheCorporations Actt,hisnoticew ibll esenitn
4to6weeksatth earliest.

Yoursincerely
MXr uetangQin
SoleDirectoorTf ranscendenRt esourcesLimited
Encl.

Samples/000001/000001

Australian Securities & Investments Commission

Form 6021

Corporations Act 2001

661B(1)(a)

Notice of compulsory acquisition following takeover bid

Notice To each holder of:

Description of class of securities to which the bid relates

Ordinary shares

('Bid Class Securities')

in

Name of target company or body Name ('the Company') Roc Oil Company Limited ACN/ARBN/ARSN

075 965 856

Tick applicable box(es) and each holder of securities that will or may be converted into, or confer rights to be issued, in the next 6 weeks, securities to which the bid related.

and each holder of non-transferable securities issued under an employee incentive scheme referred to in paragraph 2.

1. Under a takeover bid offers were made by

Name of bidder Transcendent Resources Limited

in respect of the acquisition of Bid Class Securities in the company. The offers

Tick one box closed

are scheduled to close

Date offers closed or are scheduled to close on

Date

1 4 / 1 1 / 1 4

[D D] [M M] [Y Y]

Tick applicable box(es).

(see subsection 661A(4) and (4A))

2. You are, as at the date of this notice, the holder of one or more of the following

securities in respect of which the takeover offer was made, but have not accepted the offer. (If you have accepted the offer but have received this notice you do not need to do anything in response to this notice- the bidder will acquire your securities under the offer.)

securities to which the bid related issued after the end of the offer period and before the date of this notice

Description of securities

securities that will or may be converted into, or confer rights to be issued, in the next 6 weeks, securities to which the bid related

securities issued under an employee incentive scheme to which restrictions on transfer apply under the company's constitution or the terms of issue, being

the following securities in the bid class in which the bidder has a relevant interest

Description of securities

3. The bidder gives you notice under subsection 661B(1) of the Corporations Act 2001 ('the Act') that the bidder has become entitled pursuant to subsection

Tick one box 661A(1)

661A(3)

of the Act to compulsorily acquire your securities and desires to acquire those securities.

ASIC Form 6021 21 June 2013 Page 1 of 2

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Samples/000001/000002/i

Continued… Notice

4.

Date of lodgement

Insert paragraph 4A only where alternative forms of consideration were offered under the bid.

4A.

Details of alternative terms

Set out the terms that will apply

Signature

ASIC Form 6021 21 June 2013 Page 2 of 2

APAC-#24960449-v1