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.
MAJOR TRANSACTION INVESTMENT IN BANCO COMERCIAL PORTUGUÊS, S.A.22 June 2017
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1. | Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
2. | Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 5 |
3. | Appendix I - Financial Information of the Group . . . . . . . . . . . . . . . . . . . . . . . | I-1 |
4. | Appendix II - Financial Information of BCP Group . . . . . . . . . . . . . . . . . . . . . . | II-1 |
5. | Appendix III - Unaudited Pro Forma Financial Information of the Enlarged Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | III-1 |
6. | Appendix IV - Management Discussion and Analysis of BCP Group . . . . . . . . . . . | IV-1 |
7. | Appendix V - General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | V-1 |
In this circular, the following expressions have the following meanings, unless the context requires otherwise:
"Announcements" the announcements dated 31 July 2016, 20 November 2016, 10
January 2017, 25 January 2017 and 7 February 2017 issued by the Company in relation to the Transactions
"associate(s)" has the meaning ascribed to it under the Listing Rules
"BCP" or "Bank" Banco Comercial Português, S.A., a company whose shares are listed on the Euronext Lisbon with stock code: BCP
"BCP Board" The board of directors of BCP
"BCP Group" BCP and its subsidiaries
"BCP Shares" the shares of BCP
"Board" the board of Directors
"Business Day" any day (other than a Saturday, Sunday, or public holiday) on which banks located in Portugal, the PRC, or Hong Kong are generally open for business
"Capital Increase" capital increase reserved solely to Fosun Industrial (or its affiliates), has been resolved by BCP Board pursuant to the approval granted by BCP's shareholders in the general assembly held on 21 April 2016, including for the maximum amount of shares at the minimum price authorized
"Chiado" Chiado (Luxembourg) S.à r.l., a company incorporated under the laws of The Grand Duchy of Luxembourg and an indirect wholly- owned subsidiary of the Company
"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
"CMVM" Comissão do Mercado de Valores Mobiliários (Portuguese Securities Market Commission)
"Deloitte Portugal" Deloitte & Associados, SROC S.A.
"Directors" the directors of the Company
"Enlarged Group" the Group as enlarged by the Further Acquisitions
"EUR" or "euros" or "Euro" the single, unified, lawful currency of those member states of the
European Union participating in the Economic and Monetary Union
"Euronext Lisbon" Stock Exchange in Lisbon, Portugal. It is a part of Euronext pan-
European exchange
"Fosun Holdings" Fosun Holdings Limited
"Fosun Industrial" Fosun Industrial Holdings Limited, a wholly-owned subsidiary of the Company
"Fosun International Holdings" Fosun International Holdings Ltd.
"Fosun Pharma" Shanghai Fosun Pharmaceutical (Group) Co., Ltd., a company whose A shares are listed on the Shanghai Stock Exchange with stock code 600196, and whose H shares are listed on the Hong Kong Stock Exchange with stock code 02196
"Further Acquisitions" the increase of the Group's shareholding in the BCP's share capital
up to a maximum of 30% from 16.67% through the Rights Issue Subscription, secondary market acquisitions of and further capital increases in BCP Shares after 31 December 2016
"GBP" Pound Sterling, the official currency of the United Kingdom
"Group" the Company and its subsidiaries (when appears in Appendix II to this circular, "the Group" refers to BCP Group)
"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
"IAS" International Accounting Standards
"IFRS" International Financial Reporting Standards
"KPMG Portugal" KPMG & Associados - Sociedade de Revisores Oficiais de Contas, S.A.
"Latest Practicable Date" 15 June 2017, being the latest practicable date prior to the printing
of this circular for ascertaining certain information contained herein
Fosun International Limited published this content on 22 June 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 22 June 2017 09:54:06 UTC.
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