FIDELIDADE – COMPANHIA DE SEGUROS, S.A.
Registered office: Largo do Calhariz, 30, 1249-001 Lisbon
Registered at the Commercial Registry of Lisbon under the
sole registration and taxpayer number: 500 918 880
Registered capital: € 381,150,000.00
(Offeror)
PROSPECTUS FOR
GENERAL AND VOLUNTARY COMPETING PUBLIC
TAKEOVER OFFER FOR THE ACQUISITION OF SHARES
REPRESENTATIVE OF THE REGISTERED CAPITAL OF
ESPÍRITO SANTO SAÚDE, S.G.P.S., S.A.
Public company
Registered office: Rua Carlos Alberto da Mota Pinto, 17, 9th,
Edificio Amoreiras Square, 1070-313 Lisbon
Registered at the Commercial Registry Office of Lisbon
under registration and tax payer number 504 885 367
Share capital: € 95,542,254.00
(Target Company)
The following is an unofficial and non-binding English translation of the Portuguese prospectus that was registered with the
Portuguese Securities Market Commission (Comissão do Mercado de Valores Mobiliários) on 26 September 2014 (the
“Portuguese Prospectus”). The original Portuguese Prospectus, written in Portuguese, is the exclusive legally binding version
and FIDELIDADE – COMPANHIA DE SEGUROS, S.A. assume no liability for any of the statements or representations made in the
English translation. In cases of inconsistencies between the Portuguese Prospectus and the English text of the translation, the
Portuguese text shall prevail.
Financial Intermediary
Banco Finantia, S.A.
26 of September 2014
TRANSLATION FOR INFORMATION PURPOSES
ÍNDEX
DEFINITIONS......................................................................................................................................................................... 2
CHAPTER 0 ............................................................................................................................................................................ 5
NOTICE/INTRODUCTION ................................................................................................................................................. 5
0.1. Summary of the Competing Offer ..................................................................................................................................5
0.2. Registration Effects ............................................................................................................................................................. 16
CHAPTER 1 ......................................................................................................................................................................... 18
PERSONS RESPONSIBLE FOR THE INFORMATION ............................................................................................... 18
CHAPTER 2 ......................................................................................................................................................................... 20
DESCRIPTION OF THE OFFER ...................................................................................................................................... 20
2.1. Amount and nature of the transaction .................................................................................................................... 20
2.2. Amount, nature and class of securities that are subject of the Competing Offer ........................... 20
2.3. Consideration offered and its justification ........................................................................................................... 21
2.4. Method of payment of the consideration ............................................................................................................... 28
2.5. Security or guarantee for consideration ................................................................................................................ 29
2.6. Terms of the Competing Offer ...................................................................................................................................... 29
2.7. Assistance ................................................................................................................................................................................. 40
2.8. Purposes of the acquisition ............................................................................................................................................ 40
2.9. Acceptance Declarations ................................................................................................................................................. 50
2.10. Competing Offer’s Results ............................................................................................................................................ 51
CHAPTER 3 ......................................................................................................................................................................... 52
INFORMATION REGARDING THE OFFEROR, HOLDINGS AND SHAREHOLDERS AGREEMENTS ........... 52
3.1. Identification of the Offeror ........................................................................................................................................... 52
3.2. Attribution / Aggregation of voting rights ............................................................................................................ 52
3.3. Offeror’s shareholding in the capital of the Target Company ................................................................... 56
3.4. Target Company’s voting rights and shareholdings in the Offeror ........................................................ 57
3.5. Shareholders agreements ............................................................................................................................................... 57
3.6. Agreements with members of the corporate bodies of the Target Company ................................. 57
3.7. Representative for market relations ........................................................................................................................ 57
CHAPTER 4 ......................................................................................................................................................................... 58
OTHER INFORMATION ................................................................................................................................................... 58
Page 1 of 60
TRANSLATION FOR INFORMATION PURPOSES
DEFINITIONS
Unless the context otherwise requires, the terms used in this Prospectus will have the following
meanings:
“CMVM”
The Portuguese Securities and Exchange Commission (“Comissão
do Mercado de Valores Mobiliários”);
“Competing Offer”
The general and voluntary public takeover competing offer for
the acquisition of all Shares, excluding those that are directly
held by the Offeror and by any entities which, being with it in
any of the situations set forth in Article 20(1) of the Portuguese
Securities Code, block their Shares during the Competing Offer
Period;
“Competing Offer Period”
The Competing Offer will start from 8.30 a.m. on 29 of
September of 2014 up to 3.30 p.m. on 10 of October of 2014,
unless extended under the applicable laws;
“Date of the Preliminary
Announcement”
“DTT”
23 September 2014 (date of publication);
“EBIT”
Earnings before interest and taxes;
“EBITDA”
Earnings before interest, taxes, depreciation and amortization;
“Enterprise Value” or “EV”
The enterprise value is calculated through the sum of (i) equity
(the value of 100% of the Shares) (ii) minority interests and (iii)
net financial debt, less investments in affiliated companies;
“ESFG”
Espírito Santo Financial Group, S.A., a Luxembourg company,
with registered offices at 22/24 boulevard Royal, L-2449
Luxembourg, registered at the Companies Registry of
Luxembourg under number 22232, with the registered capital of
€ 207,075,338.00;
“ESS” or “Target Company”
Espírito Santo Saúde, S.G.P.S., S.A., a public company with
registered offices at Rua Carlos Alberto da Mota Pinto, Edifício
Amoreiras Square, 17, 9th floor, Lisbon, registered at the
Commercial Registry of Lisbon under the sole registration and
taxpayer number 504 885 367 and with the registered capital
fully paid up of € 95,542,254.00;
“EUR”, “Euro” or “€”
The official currency of the European Union’s (EU) Member
States that adopted the single currency set out in the Treaty on
the Functioning of the European Union;
Double Tax Treaty;
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TRANSLATION FOR INFORMATION PURPOSES
“Euronext Lisbon by Euronext
Lisbon”
The regulated marked of securities managed by Euronext
Lisbon;
“Euronext Lisbon”
Euronext Lisbon - Sociedade Gestora de Mercados
Regulamentados, S.A., with registered offices at Avenida da
Liberdade, 196, 1250-147 Lisbon, registered at the Commercial
Registry of Lisbon under the sole registration and taxpayer
number 504 825 330, with the registered capital of €
8,500,000.00;
“Fidelidade Subsidiaries”
The companies that are controlled by Fidelidade, as set forth in
Article 21 of the Portuguese Securities Code;
“Fidelidade” or “Offeror”
Fidelidade – Companhia de Seguros, S.A., with registered offices
at Largo do Calhariz, 30, 1249-001 Lisbon, registered at the
Commercial Registry of Lisbon under the sole registration and
taxpayer number 500 918 880 and with the registered capital
fully paid up of € 381,150,000.00;
“Banco Finantia” or “Financial
Intermediary”
Banco Finantia, S.A., with registered offices at Rua General
Firmino Miguel, nr. 5 – 1st floor, 1600-100 Lisbon, with the
registered capital fully paid up of € 150,000,000.00, registered at
the Commercial Registry of Lisbon under the sole registration
and taxpayer number 501 897 020;
“Fosun”
Fosun International Limited, a listed company at the Hong Kong
Stock Exchange, incorporated in Hong Kong, with registered
offices at Room 808, ICBC Tower, 3 Garden Road, Central, Hong
Kong, registered with the Companies Registry of Hong Kong
under number 942079 and with an issued share capital of HK$
17,687,332,114.00;
“GASS”
Grupo Ángeles Servicios de Salud, S.A. de CV, a company
incorporated and existing under the laws of the United Mexican
States, with registered offices at Camino a Santa Teresa 1055,
Torre de Especialidades Quirúrgicas, piso 14, Col. Héroes de
Padierna, C.P. 10700, Ciudad de México, Distrito Federal, United
Mexican States;
“Initial Offer”
The public general and voluntary takeover offer for the
acquisition of shares in ESS by GASS, launched and registered on
19 September 2014, as better described in the launching
announcement and prospectus disclosed on the same date and
published at CMVM website;
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TRANSLATION FOR INFORMATION PURPOSES
“Interbolsa”
Interbolsa - Sociedade Gestora de Sistemas de Liquidação e de
Sistemas Centralizados de Valores Mobiliários, S.A., with
registered offices at Avenida da Boavista, 3433, 4100-138 Porto,
registered at the Commercial Registry of Porto under the sole
registration and taxpayer number 502 962 275, with the
registered capital of € 5,500,000.00;
“ISIN”
The international securities identification number;
“JMS”
José de Mello Saúde, S.A., with registered offices at Avenida do
Forte no. 3, Edifício Suécia III, 2nd floor, Oeiras, registered at the
Commercial Registry of Cascais under the sole registration and
taxpayer number 502 884 665, with the registered capital of €
53,000,000.00;
“Launching Announcement”
The Competing Offer’s launching announcement as provided in
Article 183-A of the Portuguese Securities Code;
“P/E” or “Price to Earnings”
The price of shares divided by the net result per share;
“Portuguese Securities Code”
or “Cód.VM”
The Portuguese Securities Code approved by Decree-Law no.
486/99, of 13 November, as amended;
“Preliminary Announcement”
The preliminary announcement published by Fidelidade on 23
September 2014 at CMVM’s website;
“Prior Competing Offer”
The public offer preliminarily announced by JMS on 11
September 2014 should it be timely registered with the CMVM;
“Prospectus”
This prospectus for the Competing Offer;
“Regulation 3/2004 of
Interbolsa”
Interbolsa Regulation no. 3/2004, as amended, on settlement
systems operational rules;
“Regulation 3/2006 of CMVM”
CMVM’s Regulation no. 3/2006, as amended, on offers and
issuers;
“Shares”
The 95,542,254 ordinary nominative shares in book entry form
representing 100% of ESS’ share capital, with the nominal value
of € 1 (one Euro) each;
“Special Regulated Market
Session”
The special stock exchange session to be carried out by Euronext
Lisbon, that will take place on the 1st working day in Portugal
after the end of the Competing Offer Period, expected to take
place on 13 of October of 2014, at the time to be indicated in the
notice to be published by Euronext Lisbon, for the purposes of
assessment of the Competing Offer’s results.
Page 4 of 60
TRANSLATION FOR INFORMATION PURPOSES
CHAPTER 0
NOTICE/INTRODUCTION
0.1.
Summary of the Competing Offer
The Offeror
The Offeror is Fidelidade – Companhia de Seguros, S.A., with registered offices at Largo do Calhariz,
30, 1249-001 Lisbon, registered at the Commercial Registry of Lisbon under the sole registration and
taxpayer number 500 918 880 and with the registered capital fully paid up of € 381,150,000.00.
Fidelidade is ultimately controlled by Fosun International Limited, a listed company at Hong Kong
Stock Exchange, incorporated in Hong Kong, with registered offices at Room 808, ICBC Tower, 3
Garden Road, Central, Hong Kong, registered with the Companies Registry of Hong Kong under
number 942079 and with an issued share capital of HK$ 17,687,332,114.00, which owns 80% of
Fidelidade’s share capital and voting rights. Fosun is, in turn, controlled by Mr. Guo Guangchang.
For additional information on the Offeror, please see Chapter 3 of this Prospectus.
The Target Company
The Target Company is Espírito Santo Saúde, S.G.P.S., S.A., a public company with registered offices at
Rua Carlos Alberto da Mota Pinto, Edifício Amoreiras Square, 17, 9th floor, Lisbon, registered at the
Commercial Registry of Lisbon under the sole registration and taxpayer number 504 885 367.
ESS’ fully paid up share capital is € 95,542,254.00 divided into 95,542,254 nominative ordinary book
entry Shares, with a nominal value of € 1 (one Euro) each. According to the public information
available, ESS holds, as at 30 July 2014, 54,385 own Shares, corresponding to 0.057% of its share
capital.
The Target Company is currently controlled by the company Espírito Santo Healthcare Investments,
S.A., a Luxembourg company, which owns 51% of the Target Company’s share capital and voting
rights, being the remaining 49% dispersed on the regulated market.
On the other hand, Espírito Santo Healthcare Investments, S.A.’s shareholders are, amongst others (i)
Rio Forte Investments, S.A., a Luxembourg company, which owns 55% of the share capital; and (ii)
ESFG, which owns 17.74% of the share capital.
Rio Forte Investments S.A. is fully owned by Espírito Santo International, S.A., a Luxembourg
company.
Both Rio Forte Investments S.A. and ESFG applied for the controlled management proceeding
(Gestion Contrôlée) before the Luxembourg Court, which applications were accepted by the Court on
29 July 2014, as per the information made available on the same day on the website
http://www.justice.public.lu/. The Court has designated a delegated judge to make a report to the
Court in respect of the financial situation of said companies.
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On 29 July 2014, ESFG informed the market, through a communication published on CMVM’s website
(www.cmvm.pt) that ESFG has been admitted to controlled management (“Gestion Contrôlée”) stating
that “the decision follows a Court hearing held on 28 July 2014. The Court’s decision includes the
appointment of a Judge to deal with the process”; and that “The decision follows the Company’s request
to the Luxembourg Courts on 24 July 2014. The Company’s move to seek Gestion Contrôlée followed its
conclusion that it was unable to meet its obligations under its commercial paper programme and
obligations associated with the Company’s standalone debt obligations” and that “The Judge is expected
to make her report on ESFG’s case on 6 October 2014.”.
The information contained in this Prospectus regarding ESS comes from and is based on public
information, which has not been independently appraised by the Offeror or the Financial
Intermediary. The Offeror and the Financial Intermediary are not aware of any events or
circumstances indicating that any statement contained herein, with reference to ESS, is not true
or is materially misleading. However, the Offeror and the Financial Intermediary do not make
any representation concerning the accuracy and completeness of the information contained
herein concerning the ESS. In addition the Offeror and the Financial Intermediary do not assume
any responsibility for the non-compliance by ESS of its obligation to disclose any events that may
have occurred by virtue of which the information contained herein and the information on
which the Offeror and the Financial Intermediary have considered, is inaccurate or misleading.
Terms of the Competing Offer
The Competing Offer is launched in accordance with Articles 185 to 185-B of the Portuguese
Securities Code and constitutes a competing offer in relation to the Initial Offer and, if applicable, to
the Prior Competing Offer.
The Competing Offer is general and voluntary offer for the acquisition of all Shares of the Target
Company, excluding those that are directly held by the Offeror and by any entities which, being with
it in any of the situations set forth in Article 20(1) of the Portuguese Securities Code, block their
Shares during the Competing Offer Period.
The Offeror herein undertakes, in accordance with this Prospectus and other documents in
connection to the Competing Offer, to acquire all the Shares of the Target Company, save those
excluded as referred above, which are object of a valid acceptance.
Considering the Shares attributed, directly and under the terms of Article 20(1) of the Portuguese
Securities Code, to the Offeror and that are blocked during the Competing Offer Period, the securities
covered by the Competing Offer are 95,540,750 Shares. At the date hereof, the Offeror holds, directly
and under the terms of Article 20(1) of the Portuguese Securities Code, voting rights corresponding
to 1,504 (one thousand and five hundred and four) Shares representing 0.0016% (zero point zero
zero sixteen per cent) of the registered capital of the Target Company.
The consideration offered for each Share is € 4.82 (four euros and eighty two cents) per Share,
deducted of any amount (illiquid) that may be granted to each Share, such as dividends, advance
profits of the financial year, or distribution of reserves, such deduction to be made as from the
moment on which the right to the concerned amount has been detached from the Shares and if such
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occurs prior to the financial settlement of the Competing Offer. The consideration will be paid in cash
and will be available on the 2nd business day after the Special Stock Exchange Session (single session
for the purposes of the offers in competition).
The Competing Offer Period will start from 8.30 a.m. on 29 of September of 2014 up to 3.30 p.m. on
10 of October of 20141, unless extended under the applicable laws. The selling orders may be
received by the financial intermediaries until the term of this Competing Offer Period.
In accordance with Article 183(2) of the Portuguese Securities Code, the Competing Offer Period may
be extended by CMVM, either at the Offeror’s request or on its own initiative, in case of revision,
launching of a competing offer, or should such extension be required to protect the interests of the
addressees.
The holders of Shares, who wish to accept the Competing Offer, must transmit the selling orders
directly to the financial intermediaries members of the regulated market Euronext Lisbon by
Euronext Lisbon with which their securities accounts are opened.
The financial intermediaries must provide Banco Finantia (responsible for the assistance to this
Competing Offer) with daily information regarding the acceptance and revocation orders received,
including the respective amounts, to the email address [email protected].
Pursuant to Articles 126, 185-A(6) and 133(3) of the Portuguese Securities Code, shareholders
accepting the Competing Offer are entitled to revoke their acceptance statements through a written
notification addressed to the financial intermediary that has received such declaration until the last
day of the competing offers period.
Financial intermediaries must report daily to Euronext Lisbon the orders of their clients through
Central System of Public Offer Services, via Serviço de Centralização, between 8.00 am and 7.00 pm,
except as regards the last day of the Competing Offer Period where the period for order transmission
through the Public Offer Services will be between 8.00 am and 4.30 pm.
The Competing Offer’s result will be determined in the Special Regulated Market Session (single
session for the purposes of offers in competition), which is expected to take place on 13 October
2014.
If the Competing Offer is successful, the Competing Offer’s physical and financial settlement will
occur on the 2nd business day after the Special Regulated Market Session (single session for the
purposes of offers in competition), pursuant to Regulation 3/2004 of Interbolsa and according to
what will be established in the notice by the Euronext Lisbon, such settlement being expected that to
take place on 15 of October of 2014.
In accordance with the provisions of Article 189(1)(a) of the Portuguese Securities Code, the Offeror
shall benefit from the derogation of the obligation to launch a subsequent mandatory public offer as a
result of the acquisition of the Shares within the scope of the Competing Offer, since the Competing
Offer is a general offer and meets, at this date, the legal requirements set forth in Article 188 of the
Competing offers should run simultaneously and be completed on the same date under the terms of Article 185 – A (3) of the
Portuguese Securities Code.
1
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Portuguese Securities Code, regarding the minimum consideration. Once proven these requirements,
and provided that, until the term of the Competing Offer Period, the Offeror and/or the entities that
are with the Offeror in any of the situations described in Article 20(1) of the Portuguese Securities
Code, do not acquire Shares at a price exceeding the consideration price, CMVM shall issue, upon the
Offeror’s request following the Competing Offer, a statement pursuant to Article 189(2) of the
Portuguese Companies Code, in accordance with Article 16 of the Regulation 3/2006 of CMVM.
Market on which the Shares are admitted to trading
The Shares are admitted to trading on the regulated marked of Euronext Lisbon by Euronext Lisbon
under the "ESS" symbol and the ISIN PTEPT0AM0005.
Consideration
The consideration offered, to be paid in cash, is of € 4.82 (four euros and eighty two cents) per Share,
deducted of any amount (illiquid) that may be granted to each Share, such as dividends, advance
profits of the financial year, or distribution of reserves, such deduction to be made as from the
moment on which the right to the concerned amount has been detached from the Shares and if such
occurs prior to the financial settlement of the Competing Offer.
The following chart presents the premiums offered on the consideration of the Competing Offer in
relation to the price per Share of the Target Company (i) in the date of the initial public offering of
Shares of the Target Company, (ii) in the date of the preliminary announcement of the Initial Offer, at
the price of the Initial Offer, (iii) in the Date of the Preliminary Announcement, and (iv) at the volume
weighted average price of the Shares of the Target Company in the regulated market of Euronext
Lisbon in different periods prior to the date of the preliminary announcement of Initial Offer and to
the Date of the Preliminary Announcement2:
Source: Euronext Lisbon
2
The reference date of 22 September 2014 was considered to this effect.
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The Competing Offer represents:
(i)
a premium of 50.63% in relation to the price of the initial public offering of Shares of the
Target Company, the results assessment of which took place on 7 February 2014, which was
of € 3.20 (three euros and twenty cents) per Share;
(ii)
a premium of 29.63% and 34.20% in relation to the weighted average price of the Shares of
the Target Company on the three and six months prior, respectively, to the date of the
preliminary announcement of the Initial Offer (based on the regulated market of Euronext
Lisbon);
(iii)
a premium of 16.08% and 20.97% in relation to the weighted average price of the Shares of
the Target Company on the three and six months prior, respectively, to the Date of the
Preliminary Announcement (based on the regulated market of Euronext Lisbon)3;
(iv)
a premium of 22.24% in relation to the close price on the date of the preliminary
announcement of the Initial Offer; and
(v)
a premium of 7.11% in relation to the price of the Initial Offer,
which represents, in the opinion of the Offeror, an attractive premium to reach a high level of
acceptance to the Competing Offer.
The Competing Offer, furthermore, represents a consideration superior in 7.11% to the consideration
of € 4.50 (four euros and fifty cents) proposed in the Initial Offer, thus complying with the provisions
of article 185(5) of the Code.
On the other hand and although this Competing Offer not being a mandatory public offer, the
Competing Offer fulfils requirements set forth in Article 188(1) of the Portuguese Securities Code,
being the consideration offered higher: (i) than the highest price paid, directly or indirectly, by the
Offeror or by any entity or person who is in any of the situations described in Article 20(1) of the
Portuguese Securities Code, during the six months preceding Date of the Preliminary Announcement,
which was € 3.857 per Share4; and (ii) the weighted average price of Shares on the regulated market
of Euronext Lisbon by Euronext Lisbon during the six months preceding the Date of the Preliminary
Announcement which was € 3.984 per Share5. Chapter 3 of this Prospectus contains a detailed
description of the transactions made on the Shares by the Offeror or by any entity or person who is in
any of the situations described in Article 20(1) of the Portuguese Securities Code.
Conditions to the launching of the Competing Offer
The preliminary announcement of the Competing Offer, established the following conditions
precedent to the launching of the Competing Offer, which have already been satisfied:
The reference date of 22 September 2014 was considered to this effect.
The reference date of 22 September 2014 was considered to this effect.
5 The reference date of 22 September 2014 was considered to this effect.
3
4
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(a)
The Competing Offer was registered with the CMVM under the terms of article 114(2) of the
Portuguese Securities Code.
(b)
On 26 September 2014, the consent for the change of the indirect ownership of the
participations that the Target Company owns in SGHL - Sociedade Gestora do Hospital de
Loures, S.A. and HL - Sociedade Gestora do Edifício, S.A., was given, as per the joint Order of the
State Secretary for Finance and the State Secretary for Health.
Conditions of effectiveness of the Competing Offer
The effectiveness of the Competing Offer is subject to, until the date and as a result of the physical
and financial settlement of the Competing Offer, the Offeror becoming the holder of (or are
attributable to the same under the terms of Article 20(1) of the Portuguese Securities Code) at least,
50.01% (fifty point zero one per cent) of Shares representing the registered capital and voting rights
of the Target Company.
Non-opposition of the Competition Authority
The Offeror has filed on 23 of September of 2014, the application for the non-opposition to the
concentration transaction in line with the possible purchase by the Offeror of ESS Shares,
representing more than 50% of the share capital and voting rights, within this Competing Offer, by
the Portuguese Competition Authority.
In light of the data available on ESS, such concentration transaction is subject to notification to the
Portuguese Competition Authority due to the condition established in Article 27(1)(c) of Law
19/2014 of 8 May (Competition Legal Regime) being fulfilled regarding the business volumes in
Portugal of the Offeror and ESS in the year of 2013.
The Portuguese Competition Authority has not yet issued such non-opposition statement; however,
the Offeror considers that the issuance of said statement does not impede the launching and
completion of the Competing Offer. In fact, the Offeror exercises the right foreseen in Article 40(2) of
Law nr. 19/2012, of 8 May (Competition Legal Regime) that allows for the execution of a public offer
of acquisition or of exchange before the Competition Authority has taken a position, provided that
the purchaser does not exercise the voting rights inherent to the shares in question, or only exercises
such rights in view of protecting the full value of its investments based on the derogation granted
under the terms of the referred Article 40 (3).
Following the above mentioned notification, the Portuguese Competition Authority may decide in
one of the following four ways: (i) declare itself incompetent; (ii) decide in favour of non-opposition
to the concentration transaction with no conditions; (iii) decide in favour of non-opposition to the
concentration transaction with conditions; (iv) forbid the transaction.
Given the competition situation emerging from the transaction, and in particular from the fact that
there is no overlap between the activities of the Offeror on one hand, of the Target Company on the
other, it is the Offeror’s opinion that it is likely that the assessment of the Portuguese Competition
Authority will result in the decision described in (ii) above.
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Assumptions of the decision to launch the Competing Offer
For the purposes of, namely, the provisions of Article 128 of the Portuguese Securities Code, the
Preliminary Announcement and the Launching Announcement provide that the Offeror’s decision to
launch the Competing Offer was based, on the assumption that, between the Date of the Preliminary
Announcement and the term of the Competing Offer Period, none of the following circumstances with
a significant impact on the assets, economic and financial position of the Target Company (on
consolidated terms) has occurred:
a)
The adoption, without the prior agreement of the Offeror, of resolutions by the competent
corporate bodies of the Target Company or of companies in a control or group relationship
with the Target Company (under Article 21 of the Portuguese Securities Code) that approve:
(i)
issuance of shares or other securities, that grant the right to subscribe or acquire shares
representative of the registered capital of the Target Company by the latter or by
companies in a control or group relationship with the Target Company (under Article 21
of the Portuguese Securities Code);
(ii)
issuance of debt securities by the Target Company or by companies in a control or group
relationship with the Target Company (under Article 21 of the Portuguese Securities
Code), of a value higher than € 12,500,000.00 (twelve million and five hundred
thousand euros);
(iii)
issuance of any other type of securities by companies in a control or group relationship
with the Target Company (under Article 21 of the Portuguese Securities Code) of a value
higher than € 12,500,000.00 (twelve million and five hundred thousand euros);
(iv)
the dissolution, transformation, merger or demerger or any other amendments to the
by-laws of the Target Company or of companies in a control or group relationship with
the Target Company (under Article 21 of the Portuguese Securities Code);
(v)
any distribution of assets to shareholders by the Target Company;
(vi)
the redemption or cancellation, by any other form, of shares of the Target Company;
(vii) the acquisition, transfer or encumbrance, as well as the promise to acquire, transfer or
encumber shares of the Target Company or of companies in a control or group
relationship with the Target Company (under Article 21 of the Portuguese Securities
Code);
(viii) the acquisition, transfer or encumbrance, as well as the promise to acquire, transfer or
encumber other shareholding of the Target Company or of companies in a control or
group relationship with the Target Company (under article 21 of the Portuguese
Securities Code);
(ix)
the acquisition, transfer or encumbrance of, as well as the promise to acquire, transfer
or encumber, assets with a value exceeding € 1,250,000.00 (one million and two
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hundred thousand euros) by, or on behalf of, the Target Company, or by, or on behalf of,
the companies in a control or group relationship with the Target Company (under
Article 21 of the Portuguese Securities Code), including the transfer of business or the
assignment, or promise to transfer business or assignment of ownership, or the
assumption of undertakings to transfer or assign such assets, save if for the purposes of
complying with obligations undertaken until this date and that are of public knowledge;
b)
The filling of vacancies in the corporate bodies of the Target Company, without ensuring that
the dismissal without just cause of the appointed members may occur through the payment of
an compensation, the amount of which does not exceed the respective annual remuneration;
c)
The dismissal of other members of the corporate bodies of the Target Company or of
companies in a control or group relationship with the Target Company (under Article 21 of the
Portuguese Securities Code), having as consequence the payment of compensations exceeding
the respective annual remunerations outstanding until the end of their respective terms of
office;
d)
Increase of the global remunerations of each of the corporate bodies of the Target Company or
of companies in a control or group relationship with the Target Company (under Article 21 of
the Portuguese Securities Code) for 2014 and subsequent years, for a value exceeding the
global remuneration of the members of the same corporate bodies in the financial year of 2013,
save for an annual increase not higher than 5% (five per cent);
e)
The performance of any acts by the Target Company or by companies in a control or group
relationship with the Target Company (under Article 21 of the Portuguese Securities Code)
that do not correspond to its ordinary management or that correspond to a breach of the
neutrality duty of the management body set out in Article 182 of the Portuguese Securities
Code, namely the adoption of defensive measures in respect to the Competing Offer and the
transfer of own Shares, either within the Competing Offer, either to third parties, without the
consent of the Offeror;
f)
The performance or refraining from performing, by the Target Company or by companies in a
control or group relationship with the Target Company (under Article 21 of the Portuguese
Securities Code) or by any other entity, of any decision or action or the occurrence of any event
or circumstance that may result in a relevant adverse financial change of the situation of the
Target Company or of the companies in a control or group relationship with the Target
Company (under Article 21 of the Portuguese Securities Code), in respect to the situation
evidenced in the consolidated financial statements concerning 31 December 2013, 31 March
2014 and 30 June 2014 or, if existing, in respect to the last half-year or quarterly balance sheet
published subsequently to said dates; or
g)
The disclosure of facts deemed capable of influencing in a significant manner the evaluation of
the Shares, but which were not disclosed until this date.
Furthermore, for the purposes of Article 128 of the Portuguese Securities Code, the Preliminary
Announcement and the Launching Announcement provide that the Offeror’s decision to launch the
Competing Offer was based on the assumption that, with the exception of the information contained
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in the financial statements or other documents disclosed by the Target Company, prior to the Date of
the Preliminary Announcement, there are no and there will not exist any provision (with a material
impact on the assets, economic and financial position of the Target Company, on consolidated terms)
of any agreement, contract or other instrument to which the Target Company or the companies in a
control or group relationship with the Target Company (under Article 21 of the Portuguese Securities
Code) are a party to, according to which, as a consequence of the launch of the Competing Offer or of
the acquisition or proposal to acquire by the Offeror of all or part of the Shares, results that:
a)
Any loan or liability of the Target Company or of the companies in a control or group
relationship with the Target Company (under Article 21 of the Portuguese Securities Code),
which, not being immediately due and payable, becomes or may be declared immediately due
and payable, or the capacity of any such companies to contract debts or liabilities is diminished
or impaired;
b)
The creation (or the production of effects) of any rights or encumbrances to the benefit of third
parties over all or part of the business or assets of the Target Company or of the companies in a
control or group relationship with the Target Company (under Article 21 of the Portuguese
Securities Code) is allowed;
c)
Any agreement, right or obligation of the Target Company or of the companies in a control or
group relationship with the Target Company (under Article 21 of the Portuguese Securities
Code) is terminated or is negatively modified or affected;
d)
The interest or business of the Offeror, of companies in a control or group relationship with
the Offeror (under Article 21 of the Portuguese Securities Code), or of the Target Company or
of the companies in a control or group relationship with the Target Company (under Article 21
of the Portuguese Securities Code), in or with, respectively, any person, entity, company or
body, is terminated or substantially and negatively modified or affected; or
e)
The Target Company or the companies in a control or group relationship with the Target
Company (under Article 21 of the Portuguese Securities Code) cease to be able to carry on
their business using their current trade name.
It is also an assumption of this Competing Offer, the non-occurrence of any substantial change in the
national or international financial markets and in the respective financial institutions, that is not
assumed in the official projections disclosed by the competent authorities of the Euro Zone and that
have a substantial negative impact on the Competing Offer, exceeding the risks inherent thereto.
By launching the Competing Offer, the Offeror does not waive to any rights, in particular the right to
request to CMVM the amendment or revocation of the Competing Offer regarding events or acts not
consistent with the assumptions provided in the Preliminary Announcement and Launching
Announcement, namely those acts or events, which effects or consequences are not yet completely
verified or known by the Offeror at the date of publication of the Preliminary Announcement.
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Competing Offer Period
The Competing Offer Period will start from 8.30 a.m. on 29 of September of 2014 up to 3.30 p.m. on
10 of October of 20146, unless extended under the applicable laws. The selling orders may be
received by the financial intermediaries until the term of the Competing Offer Period.
In accordance with Article 183(2) of the Portuguese Securities Code, the Competing Offer Period may
be extended by CMVM, either at the Offeror’s request or on its own initiative, in case of revision,
launching of a competing offer, or should such extension be required to protect the interests of the
addressees.
The holders of Shares, who wish to accept the Competing Offer, must transmit the selling orders
directly to the financial intermediaries members of the regulated market Euronext Lisbon by
Euronext Lisbon with which their securities accounts are opened.
The financial intermediaries must provide Banco Finantia (responsible for the assistance to this
Competing Offer) with daily information regarding the acceptance and revocation orders received,
including the respective amounts, to the email address [email protected].
Pursuant to Articles 126, 185-A(6) and 133(3) of the Portuguese Securities Code, shareholders
accepting the Competing Offer are entitled to revoke their acceptance statements through a written
notification addressed to the financial intermediary that has received such declaration until the last
day of the competing offers period.
Financial intermediaries must report daily to Euronext Lisbon the orders of their clients through
Central System of Public Offer Services, via Serviço de Centralização, between 8.00 am and 7.00 pm,
except as regards the last day of the Competing Offer Period where the period for order transmission
through the Public Offer Services will be between 8.00 am and 4.30 pm.
All costs related to sale of the Shares within the Competing Offer, including brokerage fees,
commissions related to regulated market transaction, as well as taxes that fall within the taxable
status of the vendor, will be borne by the Competing Offer’s addressees.
The above mentioned costs shall be indicated by the relevant financial intermediaries at the moment
of the selling orders delivery.
Financial intermediation commissions are disclosed in the CMVM’s website (www.cmvm.pt).
The Competing Offer’s result will be determined in the Special Regulated Market Session (single
session for the purposes of offers in competition), which is expected to take place on 13 October
2014.
Competing offers should run simultaneously and be completed on the same date under the terms of Article 185 – A (3) of the
Portuguese Securities Code.
6
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The Competing Offer’s results shall be disclosed by Euronext Lisbon in its Official Bulletin and shall
be available in CMVM’s website (www.cmvm.pt). In addition, Fosun may disclose a public
announcement in this respect in the Hong-Kong Stock Exchange’s website (www.hkexnews.hk).
If the Competing Offer is successful, the Competing Offer’s physical and financial settlement will
occur on the 2nd business day after the Special Regulated Market Session (single session for the
purposes of offers in competition), such settlement being expected to take place on 15 of October of
2014.
The Offeror intends to acquire within the Competing Offer, the Shares (that on the date of the
Competing Offer term are fully paid-up, with all inherent rights and free of any encumbrances,
charges or liabilities, as well as any limitations or duties, notably regarding the respective economic
and/or corporate rights and its transferability) representing 100% of the Target Company’s
registered capital and voting rights, excluding those that are directly held by the Offeror and by any
entities which, being with it in any of the situations set forth in Article 20(1) of the Portuguese
Securities Code, block their Shares during the Competing Offer Period.
However, the effectiveness of the Competing Offer is subject to, until the date and as a result of the
physical and financial settlement of the Competing Offer, the Offeror becomes the holder of (or are
attributable to the same under the terms of Article 20(1) of the Portuguese Securities Code) at least,
50.01% (fifty point zero one per cent) of Shares representing the registered capital and voting rights
of the Target Company.
Upon the assessment of the Competing Offer’s results, and in accordance with the market conditions,
namely at the level of the Target Company and of the liquidity of the Shares after the Competing Offer
Period, in case the Offeror reaches or exceeds, directly or under the terms of Article 20(1) of the
Portuguese Securities Code, (i) 90% (ninety per cent) of the voting rights corresponding to the
registered capital of the Target Company, and (ii) 90% (ninety per cent) of the voting rights
encompassed by the Competing Offer as a consequence of the Competing Offer or of any other
transactions legally allowed and relevant for the calculation of said percentage, the Offeror reserves
the right, within the three months subsequent to the end of the Competing Offer Period, to resort to
the squeeze-out mechanism set forth in Article 194 of the Portuguese Securities Code, which will
imply the immediate exclusion from trading in a regulated market, the respecting re-admission being
impaired for a period of 1 year.
The Offeror, in case it does not exercise the rights referred to in the preceding paragraph, will not
request, following the Competing Offer, the loss of listed company status of the Target Company
under the terms of Article 27(1)(a) of the Portuguese Securities Code, in which case the Shares shall
continue to be traded in the regulated market of Euronext Lisbon.
The Offeror is in conditions to exercise the mentioned rights if, at date of the physical and financial
settlement of the Competing Offer, the Offeror, or the entities that, are with the Offeror in one of the
situations set forth in Article 20(1) of the Portuguese Securities Code, is the owner of 85,988,029
Shares (i.e. 90% of the voting rights corresponding to the share capital of the Target Company) of
which 85,986,675 Shares (i.e. 90% of the voting rights covered by the Competing Offer) must be
acquired within the scope of the Competing Offer, since the Offeror is attributed, directly and under
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the terms of Article 20(1) of the Portuguese Securities Code, voting rights corresponding to 1,504
Shares.
Rights of prior offerors
Under the terms of Article 185-B of the Portuguese Securities Code, the launch of this Competing
Offer entitle any prior offeror to review the terms of its offer, irrespective of having already done so
or not under Article 184 of the Portuguese Securities Code.
If any offeror intends to exercise such right, it shall notify its decision to CMVM and publish an
announcement within four business days as of the launch of this Competing Offer. Failing such
publication, the terms of the offer are deemed to have been maintained.
Any review of offers shall have to comply with the provisions of Article 185(5) of the Portuguese
Securities Code, i.e., the consideration offered shall be, at least, 2% above of the consideration
offered in the preceding offer and cannot contain conditions that make them become less favourable.
The launching of a competing offer may constitute grounds for a revocation of any prior offer,
provided that such revocation decision is immediately published under the terms of article 185-B(5)
of the Portuguese Securities Code.
The Offeror, directly or through its financial advisers or agents that may be used for this
purpose, may acquire Shares out of the scope of the Competing Offer. These acquisitions may
occur at any time, at the prices in force at that time, provided that the price is not higher than
the Competing Offer’s price. The acquisitions of Shares made by the Offeror after the Date of the
Preliminary Announcement, shall be taken into account for the purposes of the assessment of
the fulfilment of the effectiveness condition of the Competing Offer, i.e., that as a result of the
physical and financial settlement of the Competing Offer, the Offeror becomes the holder of (or
are attributable to the same under the terms of Article 20(1) of the Portuguese Securities Code)
at least, 50.01% (fifty point zero one per cent) of Shares representing the registered capital and
voting rights of the Target Company. The acquisitions of Shares and the disclosure duties with
reference to the same, shall be made in accordance with the provisions of Article 180 of the
Portuguese Securities Code, in particular (i) such acquisitions shall take place in the regulated
market of Euronext Lisbon by Euronext Lisbon, unless otherwise dully authorized by CMVM with
the Target Company’s prior opinion and (ii) the Offeror and the persons that are with the
Offeror in any of the situations described in Article 20(1) inform CMVM, on a daily basis, of the
transactions of Shares, made by any of them.
0.2.
Registration Effects
The Competing Offer has been registered with the CMVM under the number 9204.
Pursuant to Article 118(6) and (7) of the Portuguese Securities Code, “the registration of the public
takeover offer requires the approval of the prospectus and is based on legal criteria” and “The
prospectus’ approval and the registration do not involve any warranty concerning to the contents of the
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information, the economic or financial condition of the offeror, the issuer or the guarantor, to the offer’s
viability or to quality of the securities”.
The financial intermediary responsible for providing assistance to the Competing Offer under the
terms and for the purposes set forth in Article 113(1)(b) and Article 337(2) of the Portuguese
Securities Code, namely for the services of preparation, launching and execution of the Competing
Offer, is Banco Finantia.
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CHAPTER 1
PERSONS RESPONSIBLE FOR THE INFORMATION
Identification of the persons responsible
The form and the contents of this Prospectus comply with the Portuguese Securities Code, the
Regulation 3/2006 of CMVM, and all other applicable laws and regulations. In accordance with
Articles 149 and 150 of the Portuguese Securities Code, the persons listed below are responsible for
any damages caused by the non-compliance of this Prospectus’ contents (as of its publication date)
with the provisions of Article 135 of the Portuguese Securities Code, except if they prove to have
acted without fault.

The Offeror: Fidelidade

Fidelidade’s Board of Directors:
Chairman:
Vice-Chairman:
Vice-Chairman:
Members:

GUO Guangchang
João Nuno de Oliveira Jorge Palma
Jorge Manuel Baptista Magalhães Correia
WANG Qunbin
Nuno Maria Pinto de Magalhães Fernandes Thomaz
Jorge Telmo Maria Freire Cardoso
DING Guoqi
LEE Michael
FU Jian
XU Yao
José Manuel Alvarez Quintero
António Manuel Marques de Sousa Noronha
Rogério Miguel Antunes Campos Henriques
William Mak
Financial intermediary assisting the Competing Offer: Banco Finantia
Pursuant to Article 149(2) of the Portuguese Securities Code, the fault will be assessed under high
standards of professional diligence. Under Article 149(3) of the Portuguese Securities Code, the
liability of the persons mentioned above is excluded if it is proven that the addressees knew or
should have known of this Prospectus’ inaccuracy at the date of issuance of their statement of
acceptance or until the moment where the revocation of the acceptance was still permitted.
Under Article 150(a) of the Portuguese Securities Code, the Offeror will be liable, regardless of fault,
in case of responsibility of its Board of Directors or of Banco Finantia, the latter as financial
intermediary responsible for assisting the Competing Offer.
The information contained in this Prospectus regarding ESS comes from and is based on public
information, which has not been independently appraised by the Offeror or the Financial
Intermediary. The Offeror, the Financial Intermediary and the members of the Board of
Directors of the Offeror are not aware of any events or circumstances indicating that any
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statement contained herein, with reference to ESS, is not true or is materially misleading.
However, the Offeror, the Financial Intermediary and the members of the Board of Directors of
the Offeror do not make any representation concerning the accuracy and completeness of the
information contained herein concerning ESS. In addition the Offeror, the Financial
Intermediary and the members of the Board of Directors of the Offeror do not assume any
responsibility for the non-compliance by ESS of its obligation to disclose any events that may
have occurred by virtue of which the information contained herein and the information on
which the Offeror, the Financial Intermediary and the members of the Board of Directors of the
Offeror have considered, is inaccurate or misleading.
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CHAPTER 2
DESCRIPTION OF THE OFFER
2.1.
Amount and nature of the transaction
The Competing Offer is a general and voluntary Offer and encompasses all Shares issued and
outstanding that represent the registered capital of the Target Company, excluding those that are
directly held by the Offeror and by any entities which, being with it in any of the situations set forth
in Article 20(1) of the Portuguese Securities Code, block their Shares during the Competing Offer
Period.
The Offeror undertakes to acquire, pursuant to the terms and conditions laid down in the present
Prospectus, all Shares of the Target Company that are the object of a valid acceptance within the
scope of the Competing Offer.
Only the Shares which, at the date of closing of the Competing Offer, are fully paid-up, with all
inherent rights and free of any encumbrances, charges or liabilities, as well as any limitations or
duties, notably regarding the respective economic and/or corporate rights and its transferability, can
be the object of acceptance.
The acceptance of the Competing Offer by its addressees is subject to the performance of the
respective legal and regulatory requirements, including foreign law requirements, whenever the
addressees of the Competing Offer are subject to such foreign law.
The Offeror, at the date hereof, holds 1,504 (one thousand and five hundred and four) Shares
representing 0.0016% (zero point zero zero sixteen per cent) of the registered capital and voting
rights of the Target Company. Under the terms of Article 20(1) of the Portuguese Securities Code and
to the best of the Offeror’s knowledge, at the date hereof, no other voting rights corresponding to
Shares are attributable to the Offeror.
Considering the Target Company’s shares attributable to the Offeror, the securities covered by the
Offer are 95,540,750 Shares, corresponding to approximately 99.99% of the registered share capital
and voting rights of the Target Company.
2.2.
Amount, nature and class of securities that are subject of the Competing Offer
The Target Company’s share capital is represented by 95,542,254 ordinary shares, nominative and in
book entry form, with the nominal value of € 1.00 each, which are admitted to trading in the
regulated market of Euronext Lisbon by Euronext Lisbon and with the ISIN code PTEPT0AM0005.
According to a notification dated 30 July 2014 and disclosed in CMVM’s website (www.cmvm.pt), the
Target Company owned, at such date, 54,385 own Shares.
Taking into account the Shares currently attributable to the Offeror under Article 20(1) of the
Portuguese Securities Code, only 95,540,750 Shares can be object of acceptance under the Competing
Offer.
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The acceptance of the Competing Offer is limited to the Shares that, at the date of closing of the
Competing Offer, are fully paid-up, with all inherent rights and free of any encumbrances, charges or
liabilities, as well as any limitations or duties, notably regarding the respective economic and/or
corporate rights and its transferability, including when such restriction to the transferability results
from the order of blockage of Shares in the respective securities account given by the respective
holder, pursuant to Article 72(2)(a) of the Portuguese Securities Code.
The Offeror undertakes to purchase all the Shares that are the object of valid acceptance of the
Competing Offer and that comply with the terms and conditions established in the present
Prospectus, notably if the addressees of the Competing Offer accept to sell an amount of Shares that
enables that, as a result of the physical and financial settlement of the Competing Offer, the Offeror
becomes the holder of (or are attributable to the same under the terms of Article 20(1) of the
Portuguese Securities Code) at least, 50.01% (fifty point zero one per cent) of Shares representing
the registered capital and voting rights of the Target Company.
Under the terms of Article 189(1)(a) and 189(2) of the Portuguese Securities Code, the Offeror shall
benefit of the derogation of the obligation to launch a subsequent mandatory public offer as a result
of the acquisition in case of success of the Competing Offer, since this is general and complies, on this
date, with the requirements relative to the minimum compensation provided in Article 188 of the
Portuguese Securities Code for the mandatory offers. Upon evidence of these assumptions, and
provided that the Offeror and/or the persons that are with the latter in one of the situations provided
in Article 20(1) of the Portuguese Securities Code do not acquire Shares for a price superior to the
compensation under the Competing Offer until the term of this latter, CMVM shall issue the
declaration provided in Article 189(2) of the Portuguese Securities Code through application of the
Offeror following the Competing Offer, under the terms of provisions of Article 16 of Regulation
3/2006 of CMVM.
The availability of the Competing Offer and its acceptance by entities or persons that are not
residents in Portugal may be affected by the laws of the relevant jurisdiction. Any non-resident
person in Portugal shall inform itself concerning the applicable legal requirements and comply
with the latter.
2.3.
Consideration offered and its justification
Amount of the consideration
The consideration offered, to be paid in cash, is of € 4.82 (four euros and eighty two cents) per Share,
deducted of any amount (illiquid) that may be granted to each Share, such as dividends, advance
profits of the financial year, or distribution of reserves, such deduction to be made as from the
moment on which the right to the concerned amount has been detached from the Shares and if such
occurs prior to the financial settlement of the Competing Offer.
Considering that the Competing Offer is general and voluntary, the consideration must not comply
with the minimum consideration requirements set forth in Article 188(1) of the Portuguese
Securities Code. This provision sets forth that the consideration offered in mandatory takeover offers
cannot be less than the highest of the following amounts:
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(i)
the highest price paid by the Offeror, or by persons who are with it in any of the situations set
forth in Article 20(1) of the Portuguese Securities Code, for the acquisition of securities of the
same category as the Shares, within the six months immediately prior to the Date of the
Preliminary Announcement; and
(ii)
the weighted average price of the securities of the same category as the Shares, traded in
Euronext Lisbon by Euronext Lisbon, within the six months immediately prior to the Date of
the Preliminary Announcement.
The Competing Offer, furthermore, represents a consideration superior in 7.11% to the consideration
of € 4.50 proposed in the Initial Offer, thus complying with the provisions of Article 185(5) of the
Portuguese Securities Code.
Even though the Competing Offer is not a mandatory takeover offer, the consideration of the
Competing Offer complies with the requirements laid down in Article 188 of the Portuguese
Securities Code, given that it exceeds: (i) the highest price paid, directly or indirectly, by the Offeror
or by any person/entity who is with it in the situations set forth in Article 20(1) of the Portuguese
Securities Code during the six months preceding the date of the Preliminary Announcement, which
was of € 3.857 per Share 7; and (ii) the weighted average price of securities of the same category as
the Shares, traded in Euronext Lisbon by Euronext Lisbon, during the six months preceding the Date
of the Preliminary Announcement, which was of € was € 3.984 per Share 8.
Justification of the consideration
The Competing Offer represents:
(i)
a premium of 50.63% in relation to the price of the initial public offering of Shares of the
Target Company, the results assessment of which took place concluded on 07 February 2014,
which was of € 3.20 (three euros and twenty cents) per Share;
(ii)
a premium of 29.63% and 34.20% in relation to the weighted average price of the Shares of
the Target Company on the three and six months prior, respectively, to the date of the
preliminary announcement of the Initial Offer (based on the regulated market of Euronext
Lisbon);
(iii)
a premium of 16.08% and 20.97% in relation to the weighted average price of the Shares of
the Target Company on the three and six months prior, respectively, to the Date of the
Preliminary Announcement (based on the regulated market of Euronext Lisbon) 9;
(iv)
a premium of 22.24% in relation to the close price on the date of the preliminary
announcement of the Initial Offer; and
(v)
a premium of 7.11% in relation to the price of the Initial Offer,
The reference date of 22 September 2014 was considered to this effect.
The reference date of 22 September 2014 was considered to this effect.
9 The reference date of 22 September 2014 was considered to this effect.
7
8
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which represents, in the opinion of the Offeror, an attractive premium to reach a high level of
acceptance to the Competing Offer.
During the six months immediately preceding the Date of the Preliminary Announcement, no
transactions of Shares for a price higher than the value of the proposed consideration have taken
place, neither by the Offeror nor, to the best of its knowledge by any of the persons or entities that
are with the Offeror in any of the situations foreseen in Article 20(1) of the Portuguese Securities
Code.
In addition, between the Date of the Preliminary Announcement and the date of the registration of
the Competing Offer, no acquisition of Shares by the Offeror or by any persons in any of the situations
described in Article 20(1) of the Portuguese Securities Code has taken place.
Between the date of the initial public offering of Shares of the Target Company, which admission to
trading occurred in 12 February 2014, and the Date of the Preliminary Announcement10, the price
per Share of the Target Company increased 46.88%, while the Portuguese equity market took the
opposite direction. During the referred period, PSI-20 index fell 15.99%.
Below is presented a chart illustrating the evolution of the daily volume weighted average price of
the Shares and the daily trading volume between the date of the initial public offering of Shares of the
Target Company and the Date of the Preliminary Announcement (between 12 February 2014 and 22
September 2014). The chart also includes, for comparison purposes, the evolution of the PSI-20
Index and the consideration offered in the Competing Offer, as well as the volume weighted average
price in the six months prior to the date of the preliminary announcement of the Initial Offer.
Source: Euronext Lisbon
Note: The calculation of the volume weighed average price per share (VWAP) was determined based on the price per each transaction occurred on the regulated
market sessions of Euronext Lisbon during the respective period.
10
The reference date of 22 September 2014 was considered to this effect.
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Below is presented an illustrative table with the premiums offered on the consideration of the
Competing Offer in relation to the price per Share of the Target Company (i) in the date of the initial
public offering of Shares of the Target Company, (ii) in the date of the preliminary announcement of
the Initial Offer, at the price of the Initial Offer, (iii) in the Date of the Preliminary Announcement11,
and (iv) at the volume weighted average price of the Shares of the Target Company in the regulated
market of Euronext Lisbon in different periods prior to the date of the preliminary announcement of
Initial Offer and to the Date of the Preliminary Announcement12:
Source: Euronext Lisbon
The volume weighted average price of the Shares of the Target Company in the regulated market of
Euronext Lisbon during the six months prior to the date of the preliminary announcement of the
Initial Offer was €3.592. During this period it were traded 24,049,703 Shares, an amount equivalent
to 25% of all Shares of the Target Company, and 51% of all Shares not held by Espírito Santo
Healthcare Investments, S.A., the majority shareholder.
Therefore, the consideration offered in the Competing Offer represents a premium of 34.20% in
relation to the volume weighted average price of the Shares of the Target Company during the six
months prior to the date of the preliminary announcement of the Initial Offer.
The volume weighted average price of the Shares of the Target Company in the regulated market of
Euronext Lisbon during the six months prior to the Date of the Preliminary Announcement was €
3.98413. During this period, the Initial Offer made by GASS was already known by the market, and
were traded 34,647,412 Shares, an amount equivalent to 36% of all Shares of the Target Company,
and 74% of all Shares not held by Espírito Santo Healthcare Investments, S.A., the majority
shareholder.
Therefore, the consideration offered in the Competing Offer represents a premium of 20.97% in
relation to the volume weighted average price of the Shares of the Target Company during the six
months prior to the Date of the Preliminary Announcement14.
The reference date of 22 September 2014 was considered to this effect.
The reference date of 22 September 2014 was considered to this effect.
13 The reference date of 22 September 2014 was considered to this effect.
14 The reference date of 22 September 2014 was considered to this effect.
11
12
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The consideration offered in the Competing Offer represents a premium of 50.63% in relation to the
price per Share on the initial public offering of Shares of the Target Company.
As a result of the analysis made above, the Offeror considers that the consideration offered in the
Competing Offer fulfils, although not necessary, to the requirements of the Article 188(1) of the
Portuguese Securities Code for mandatory public takeover offers, therefore exceeding the amount
that results from the application of such legal requirements as described above.
The Consideration offered in the context of price targets of the Target Company published by
analysts
The table below illustrates the price targets of the Target Company made by equity analysts (as per
publication in Bloomberg) in a moment prior to the date of the preliminary announcement of the
Initial Offer:
Analysts
BBVA
BPI
Caixa BI
Credit Suisse
Kepler Cheuvreux
Millennium
Santander
Average
Median
Target Price per Share
(€)
4.200
4.600
4.150
4.550
3.950
4.450
3.900
4.257
4.200
Date
28-05-2014
07-08-2014
18-08-2014
02-06-2014
16-06-2014
19-06-2014
18-08-2014
Recomendation
Hold
Buy
Hold
Buy
Hold
Buy
Hold
Source: Bloomberg in 19 of August 2014
According to Bloomberg, the average of the price targets made by analysts with respect to the Target
Company in 19 August 2014 was €4.257, and the median was €4.200.
The consideration offered in the Competing Offer of €4.82 in cash is 13.2% and 14.8% higher than
the average and the median, respectively, of the price target recommendations made by analysts with
respect to the Target Company.
Premium in relation to the trading multiples of comparable companies
In Portugal there are no comparable public listed companies, given that the main comparable
companies operating in the health services industry (i.e. José de Mello Saúde and HPP – currently
with the brand Lusíadas Saúde) are both corporations that its shares are not traded in the regulated
market.
Nevertheless, illustratively some companies operating in the same industry as the Target Company in
Europe and in North America were selected. The comparability level is limited considering that
European and North American companies operate in different regulatory and fiscal regimes, and in
some cases in markets with substantially different growth profiles.
The table below presents the trading multiples of European and North American companies
operating in the health services sector as of 22 September 2014:
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Companies
Country
Generale De Sant
Korian-Medica
Orpea
Fresenius Medica
Mediclin Ag
Rhoen-Klinikum
Clinica Baviera
Brookdale Sr
Community Health
Hca Holdings Inc
Lifepoint Hospit
Select Medical
Tenet Healthcare
Universal Hlth-B
Median
France
France
France
Germany
Germany
Germany
Spain
United States
United States
United States
United States
United States
United States
United States
Market Cap.
(€mn)
911
2,371
2,783
16,820
171
3,277
142
4,661
5,047
24,473
2,575
1,290
4,765
8,750
Offer Price ESS (€4.72)
Implicit Price per Share based on comparable
multiples
Implicit Price in the Offer
EV / SALES
EV / EBITDA
EV / EBIT
P/E
P / BV
2014E
0.9x
1.3x
2.3x
2.0x
0.4x
0.9x
1.8x
2.2x
1.3x
1.7x
1.2x
1.1x
1.1x
1.8x
1.3x
2015E
0.9x
1.2x
2.1x
1.9x
0.4x
1.1x
1.7x
1.7x
1.2x
1.6x
1.1x
1.1x
1.0x
1.7x
1.2x
2016E
n.a.
1.1x
1.9x
1.8x
0.4x
1.0x
1.6x
1.6x
1.1x
1.5x
1.1x
1.0x
1.0x
1.6x
1.1x
2014E
7.5x
9.4x
12.7x
10.6x
10.0x
9.7x
11.6x
13.7x
8.4x
8.6x
8.6x
9.0x
9.2x
9.9x
9.6x
2015E
7.3x
8.1x
11.3x
9.7x
8.2x
7.8x
9.7x
9.0x
7.5x
8.1x
7.8x
8.5x
8.1x
9.2x
8.2x
2016E
n.a.
7.5x
10.6x
9.0x
6.7x
7.3x
8.4x
8.3x
7.2x
7.6x
7.4x
8.0x
7.6x
8.6x
7.6x
2014E
16.1x
13.8x
16.5x
13.8x
44.8x
14.2x
18.2x
40.8x
14.8x
11.5x
14.7x
11.2x
16.4x
12.9x
14.8x
2015E
15.9x
11.3x
14.6x
12.6x
23.6x
12.3x
13.8x
17.7x
12.8x
10.8x
13.4x
10.7x
13.5x
11.9x
13.1x
2016E
n.a.
10.3x
13.3x
11.6x
15.2x
11.4x
11.3x
14.7x
12.1x
10.0x
12.3x
9.7x
12.4x
10.9x
11.6x
2014E
25.2x
25.4x
21.1x
19.6x
n.a.
45.0x
25.6x
n.a.
18.4x
17.3x
23.7x
13.5x
44.8x
19.6x
22.4x
2015E
23.8x
19.1x
18.4x
17.5x
36.1x
26.9x
18.9x
137.6x
14.1x
15.3x
20.5x
12.1x
21.9x
17.9x
19.0x
2016E
n.a.
16.8x
16.3x
15.8x
18.0x
22.6x
15.1x
48.5x
12.0x
13.4x
18.0x
10.9x
16.8x
16.0x
16.3x
1.7x
1.6x
1.6x
10.6x
10.1x
9.5x
19.5x
17.7x
16.2x
26.3x
22.0x
19.2x
3.327
2.983
2.968
4.159
3.537
3.446
3.195
3.055
2.923
4.106
4.168
4.086
44.9%
61.6%
62.4%
15.9%
36.3%
39.9%
50.9%
57.8%
64.9%
17.4%
15.6%
18.0%
Source: Bloomberg in 22-09-2014
Notes: Price per share of the Target Company implicit in the comparable multiple (median) was calculated:

For the multiples P/E (Price to Earnings): each multiple was applied to the respective estimated net income for the Target Company and divided directly by the number of
shares of the Target Company.

For EV multiples (Enterprise Value): each multiples was applied to the respective operating financial indicator Target Company less the net financial debt, less minorities and
plus investments in associates. This result was divided by the number of shares of the Target Company.

EV, EBITDA, EBIT, P/E are defined in the section definitions.
The table above shows the trading multiples of a selected set of companies operating in the health
sector in Europe and North America.
The trading multiples consist in ratios commonly used as a valuation methodology. These ratios,
obtained through the quotient between the market (Market Capitalization or Enterprise Value) and
several financial indicators (e.g. Sales, EBITDA, EBIT and Net Income), permit to assess companies by
the application of multiples obtained by the financial results of the company being evaluated. In this
case, it was applied the median of this set of companies to the financial indicator of ESS in order to
obtain the implicit value. Therefore, is possible to compare the value of the consideration offered in
the Competing Offer with the obtained implicit value.
As a result of the above analysis, the consideration offered presents different levels of premiums in
relation to the price per Share implicit of ESS in different comparable trading multiples.
Consequently, the implicit premium considering the EV/Sales 2014E is 44.9%; considering
EV/EBITDA 2014E is 15.9%; considering EV/EBIT 2014E is 50.9%; and considering P/E 2014E is
17.4%.
Details on the calculation of the trading multiples
For the calculation of the trading multiples in the consideration offered in the Competing Offer and
for the comparable companies, it was used the following formulas:

EV (Enterprise Value) = Equity + Net Financial Debt + Minorities – Investments in Associates;

Equity (Market Capitalization) = number of shares * price per share as of 22 September 2014
(with the exception of ESS, on which was used the price of the consideration of the
Competing Offer);
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
P/E (Price to Earnings) = Price of the share divided by the net income per share according to
the latest available information.
Enterprise Value of ESS
The Enterprise Value used to compute the implicit multiples for the consideration offered to the
Shares of ESS was € 644.3 million, calculated as follows:
(+) Equity of ESS: € 460.3 million (€ 4.82 per Share * 95,487,869 Shares (excluding own shares
held by ESS))
(+) Net Financial Debt: € 184.1 million (Interim report and accounts of the 1st half of 2014 of ESS)
(+) Minority Interests: € 1.5 million (Interim report and accounts of the 1st half of 2014 of ESS)
(-) Investments in Associates: € 1.6 million (Interim report and accounts of the 1st half of 2014 of
ESS)
ESS Figures
The consolidated financial figures of ESS used in the calculation of the multiples correspond to the
market analysts’ estimations available on Bloomberg consensus as of 22 September 2014, as
indicated in the table below:
ESS
Sales
Euro Millions
2014E
2015E
388.9
400.7
2016E
413.7
EBITDA
60.8
64.0
67.5
EBIT
33.1
36.4
39.8
Net Income
17.5
20.9
23.9
Source: Bloomberg (Consensus as of 22 September 2014)
According to the respective annual reports and accounts of ESS, the book value per Share in 31
December 2012, 31 December 2013 and 30 June 2014 was, respectively, of €1.44, €1.60 and €1.80.
The consideration of the Competing Offer represents a premium of 234.7%, 201.0% and 168.2%
relative to the book value per share in 31 December 2012, 31 December 2013 and 30 June 2014,
respectively.
Multiples of comparable companies
The multiples of the comparable companies are calculated based on the following assumptions, using
figures from Bloomberg in 22 of September of 2014:
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
Enterprise Values based (i) market price per share of comparable companies in the closing of the
market in 22 September 2014; (ii) on the last available figures of Net Financial Debt in 22 of
September of 2014; (iii) on the last available figures of minority interests in 22 of September of
2014; (iv) on the last available figures of own shares in 22 of September of 2014; and (v) last
available figures of investments in associates in 22 of September of 2014.

Financial figures of 2014E, 2015E and 2016 according to the analysts’ estimations available on
Bloomberg consensus as of 22 of September of 2014.
Exemption from the mandatory obligation to launch a takeover
As demonstrated in the previous section “Justification of the consideration”, and even though the
Competing Offer is not a mandatory takeover offer, the consideration offered under the Competing
Offer complies with the requirements laid down in Article 188 of the Portuguese Securities Code,
given that it exceeds: (i) the highest price paid, directly or indirectly, by the Offeror or by any
person/entity who is with it in the situations set forth in Article 20(1) of the Portuguese Securities
Code during the six months preceding the date of the Preliminary Announcement, which was of €
3.857 per Share15; and (ii) the weighted average price of the securities of the same category as the
Shares, traded in Euronext Lisbon by Euronext Lisbon, within the six months immediately prior to
the Date of the Preliminary Announcement, which was of was € 3.984 per Share16. Chapter 3 contains
a detailed description of the transactions over Shares carried out by the Offeror and by any
person/entity who is with it in any of the situations set forth in Article 20(1) of the Portuguese
Securities Code.
Under the terms of Article 189(1)(a) and 189(2) of the Portuguese Securities Code, the Offeror shall
benefit of the derogation of the obligation to launch a subsequent mandatory public offer as a result
of the acquisition in case of success of the Competing Offer, since this is general and complies, on this
date, with the requirements relative to the minimum compensation set forth in Article 188 of the
Portuguese Securities Code for the mandatory offers. Upon evidence of these assumptions, and
provided that the Offeror and/or the persons that are with the latter in one of the situations set forth
in Article 20(1) of the Portuguese Securities Code do not acquire Shares for a price superior to the
compensation under the Competing Offer until the term of this latter, CMVM shall issue the
declaration set forth in Article 189(2) of the Portuguese Securities Code through application of the
Offeror following the Competing Offer, under the terms of provisions of Article 16 of Regulation
3/2006 of CMVM.
2.4.
Method of payment of the consideration
The result of the Competing Offer will be determined in the Special Regulated Market Session (single
session for the purposes of offers in competition), expected to take place on 13 of October of 2014,
the first business day after the term of the Competing Offer Period, in a time to be established in the
respective notice of the Special Regulated Market Session to be published by Euronext Lisbon.
The consideration will be paid in cash and will be available on the second working day after the
Special Regulated Market Session.
15
16
The reference date of 22 September 2014 was considered to this effect.
The reference date of 22 September 2014 was considered to this effect.
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If the Competing Offer is successful, the physical and financial settlement of the Competing Offer will
occur on the second working day of the Special Regulated Market Session pursuant to Regulation
3/2004 of Interbolsa and in the terms set forth in the notice of Regulated Market Special Session
relating to the Competing Offer, and such settlement is expected to take place on 15 of October of
2014.
2.5.
Security or guarantee for consideration
The total amount of the consideration offered under the terms of this Competing Offer –
corresponding to a maximum of €460,506,415.00 - is ensured in accordance with 177(2) of the
Portuguese Securities Code.
For such purpose the Offeror has deposited with the Bank Caixa Geral de Depósitos, S.A. and with
Banco Finantia, S.A. the necessary funds for payment of the full amount of consideration offered in
the present Competing Offer and evidence thereof has been submitted to the CMVM. Therefore, the
necessary funds for the payment of the total amount of the consideration offered under this
Competing Offer are duly ensured, and blocked for the purposes of the settlement of the Competing
Offer.
2.6.
Terms of the Competing Offer
The Competing Offer is general and voluntary and the Offeror undertakes to acquire all Shares that
are the object of a valid acceptance, excluding those that are directly held by the Offeror and by any
entities which, being with it in any of the situations set forth in Article 20(1) of the Portuguese
Securities Code, block their Shares during the Competing Offer Period.
Conditions for the launching of the Competing Offer
The preliminary announcement of the Competing Offer, established the following conditions
precedent to the launching of the Competing Offer, which have already been satisfied:
(a)
The Competing Offer was registered with the CMVM under the terms of article 114(2) of the
Portuguese Securities Code.
(b)
On 26 September 2014, the consent for the change of the indirect ownership of
participations that the Target Company owns in SGHL - Sociedade Gestora do Hospital de
Loures, S.A. and HL - Sociedade Gestora do Edifício, S.A., was given, as per the joint Order of
the State Secretary for Finance and the State Secretary for Health.
Non-opposition of the Competition Authority
The Offeror has filed on 23 of September of 2014, the application for the non-opposition to the
concentration transaction in line with the possible purchase by the Offeror of ESS Shares,
representing more than 50% of the share capital and voting rights, within this Competing Offer, by
the Portuguese Competition Authority.
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In light of the data available on ESS, such concentration transaction is subject to notification to the
Portuguese Competition Authority due to the condition established in Article 27(1)(c) of Law
19/2014 of 8 May (Competition Legal Regime) being fulfilled regarding the business volumes in
Portugal of the Offeror and ESS in the year of 2013.
The Portuguese Competition Authority has not yet issued such non-opposition statement; however,
the Offeror considers that the issuance of said statement does not impede the launching and
completion of the Competing Offer. In fact, the Offeror exercises the right foreseen in Article 40(2) of
Law nr. 19/2012, of 8 May (Competition Legal Regime) that allows for the execution of a public offer
of acquisition or of exchange before the Competition Authority has taken a position, provided that
the purchaser does not exercise the voting rights inherent to the shares in question, or only exercises
such rights in view of protecting the full value of its investments based on the derogation granted
under the terms of the referred Article 40 (3).
Following the above mentioned notification, the Portuguese Competition Authority may decide in
one of the following four ways: (i) declare itself incompetent; (ii) decide in favour of non-opposition
to the concentration transaction with no conditions; (iii) decide in favour of non-opposition to the
concentration transaction with conditions; (iv) forbid the transaction.
Given the competition situation emerging from the transaction, and in particular from the fact that
there is no overlap between the activities of the Offeror on one hand, of the Target Company on the
other, it is the Offeror’s opinion that it is likely that the assessment of the Portuguese Competition
Authority will result in the decision described in (ii) above.
Conditions to the effectiveness of the Competing Offer
The effectiveness of the Competing Offer is subject to, until the date and as a result of the physical
and financial settlement of the Competing Offer, the Offeror becoming the holder of (or are
attributable to the same under the terms of Article 20(1) of the Portuguese Securities Code) at least,
50.01% (fifty point zero one per cent) of Shares representing the registered capital and voting rights
of the Target Company.
Assumptions of the decision to launch the Competing Offer
For the purposes of, namely, the provisions of Article 128 of the Portuguese Securities Code, the
Preliminary Announcement and the Launching Announcement provide that the Offeror’s decision to
launch the Competing Offer was based, on the assumption that, between the Date of the Preliminary
Announcement and the term of the Competing Offer Period, none of the following circumstances with
a significant impact on the assets, economic and financial position of the Target Company (on
consolidated terms) has occurred:
a) The adoption, without the prior agreement of the Offeror, of resolutions by the competent
corporate bodies of the Target Company or of companies in a control or group relationship with
the Target Company (under Article 21 of the Portuguese Securities Code) that approve:
(i)
issuance of shares or other securities, that grant the right to subscribe or acquire shares
representative of the registered capital of the Target Company by the latter or by
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companies in a control or group relationship with the Target Company (under Article 21
of the Portuguese Securities Code);
(ii)
issuance of debt securities by the Target Company or by companies in a control or group
relationship with the Target Company (under Article 21 of the Portuguese Securities
Code), of a value higher than € 12,500,000.00 (twelve million and five hundred thousand
euros);
(iii)
issuance of any other type of securities by companies in a control or group relationship
with the Target Company (under Article 21 of the Portuguese Securities Code) of a value
higher than € 12,500,000.00 (twelve million and five hundred thousand euros);
(iv)
the dissolution, transformation, merger or demerger or any other amendments to the bylaws of the Target Company or of companies in a control or group relationship with the
Target Company (under Article 21 of the Portuguese Securities Code);
(v)
any distribution of assets to shareholders by the Target Company;
(vi)
the redemption or cancellation, by any other form, of shares of the Target Company;
(vii)
the acquisition, transfer or encumbrance, as well as the promise to acquire, transfer or
encumber shares of the Target Company or of companies in a control or group
relationship with the Target Company (under Article 21 of the Portuguese Securities
Code);
(viii)
the acquisition, transfer or encumbrance, as well as the promise to acquire, transfer or
encumber other shareholding of the Target Company or of companies in a control or
group relationship with the Target Company (under article 21 of the Portuguese
Securities Code);
(ix)
the acquisition, transfer or encumbrance of, as well as the promise to acquire, transfer or
encumber, assets with a value exceeding € 1,250,000.00 (one million and two hundred
thousand euros) by, or on behalf of, the Target Company, or by, or on behalf of, the
companies in a control or group relationship with the Target Company (under Article 21
of the Portuguese Securities Code), including the transfer of business or the assignment,
or promise to transfer business or assignment of ownership, or the assumption of
undertakings to transfer or assign such assets, save if for the purposes of complying with
obligations undertaken until this date and that are of public knowledge;
b) The filling of vacancies in the corporate bodies of the Target Company, without ensuring that the
dismissal without just cause of the appointed members may occur through the payment of an
compensation, the amount of which does not exceed the respective annual remuneration;
c) The dismissal of other members of the corporate bodies of the Target Company or of companies
in a control or group relationship with the Target Company (under Article 21 of the Portuguese
Securities Code), having as consequence the payment of compensations exceeding the respective
annual remunerations outstanding until the end of their respective terms of office;
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d) Increase of the global remunerations of each of the corporate bodies of the Target Company or of
companies in a control or group relationship with the Target Company (under Article 21 of the
Portuguese Securities Code) for 2014 and subsequent years, for a value exceeding the global
remuneration of the members of the same corporate bodies in the financial year of 2013, save for
an annual increase not higher than 5% (five per cent);
e) The performance of any acts by the Target Company or by companies in a control or group
relationship with the Target Company (under Article 21 of the Portuguese Securities Code) that
do not correspond to its ordinary management or that correspond to a breach of the neutrality
duty of the management body set out in Article 182 of the Portuguese Securities Code, namely
the adoption of defensive measures in respect to the Competing Offer and the transfer of own
Shares, either within the Competing Offer, either to third parties, without the consent of the
Offeror;
f)
The performance or refraining from performing, by the Target Company or by companies in a
control or group relationship with the Target Company (under Article 21 of the Portuguese
Securities Code) or by any other entity, of any decision or action or the occurrence of any event
or circumstance that may result in a relevant adverse financial change of the situation of the
Target Company or of the companies in a control or group relationship with the Target Company
(under Article 21 of the Portuguese Securities Code), in respect to the situation evidenced in the
consolidated financial statements concerning 31 December 2013, 31 March 2014 and 30 June
2014 or, if existing, in respect to the last half-year or quarterly balance sheet published
subsequently to said dates; or
g) The disclosure of facts deemed capable of influencing in a significant manner the evaluation of
the Shares, but which were not disclosed until this date.
Furthermore, for the purposes of Article 128 of the Portuguese Securities Code, the Preliminary
Announcement and the Launching Announcement provide that the Offeror’s decision to launch the
Competing Offer was based on the assumption that, with the exception of the information contained
in the financial statements or other documents disclosed by the Target Company, prior to the Date of
the Preliminary Announcement, there are no and there will not exist any provision (with a material
impact on the assets, economic and financial position of the Target Company, on consolidated terms)
of any agreement, contract or other instrument to which the Target Company or the companies in a
control or group relationship with the Target Company (under Article 21 of the Portuguese Securities
Code) are a party to, according to which, as a consequence of the launch of the Competing Offer or of
the acquisition or proposal to acquire by the Offeror of all or part of the Shares, results that:
a) Any loan or liability of the Target Company or of the companies in a control or group relationship
with the Target Company (under Article 21 of the Portuguese Securities Code), which, not being
immediately due and payable, becomes or may be declared immediately due and payable, or the
capacity of any such companies to contract debts or liabilities is diminished or impaired;
b) The creation (or the production of effects) of any rights or encumbrances to the benefit of third
parties over all or part of the business or assets of the Target Company or of the companies in a
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control or group relationship with the Target Company (under Article 21 of the Portuguese
Securities Code) is allowed;
c) Any agreement, right or obligation of the Target Company or of the companies in a control or
group relationship with the Target Company (under Article 21 of the Portuguese Securities Code)
is terminated or is negatively modified or affected;
d) The interest or business of the Offeror, of companies in a control or group relationship with the
Offeror (under Article 21 of the Portuguese Securities Code), or of the Target Company or of the
companies in a control or group relationship with the Target Company (under Article 21 of the
Portuguese Securities Code), in or with, respectively, any person, entity, company or body, is
terminated or substantially and negatively modified or affected; or
e) The Target Company or the companies in a control or group relationship with the Target
Company (under Article 21 of the Portuguese Securities Code) cease to be able to carry on their
business using their current trade name.
It is also an assumption of this Competing Offer, the non-occurrence of any substantial change in the
national or international financial markets and in the respective financial institutions, that is not
assumed in the official projections disclosed by the competent authorities of the Euro Zone and that
have a substantial negative impact on the Competing Offer, exceeding the risks inherent thereto.
By launching the Competing Offer, the Offeror does not waive to any rights, in particular the right to
request to CMVM the amendment or revocation of the Competing Offer regarding events or acts not
consistent with the assumptions provided in the Preliminary Announcement and Launching
Announcement, namely those acts or events, which effects or consequences are not yet completely
verified or known by the Offeror at the date of publication of the Preliminary Announcement.
In accordance with Article 128 of the of the Portuguese Securities Code, upon approval by CMVM,
which shall be requested with a reasonable period of time, the Competing Offer may be amended
or revoked, in case of unforeseen and material change in the circumstances on the which the
Offeror based its decision to launch the Competing Offer in terms known to its addressees.
Rights of prior offerors
Under the terms of Article 185-B of the Portuguese Securities Code, the launch of this Competing
Offer entitle any prior offeror to review the terms of its offer, irrespective of having already done so
or not under Article 184 of the Portuguese Securities Code.
If any offeror intends to exercise such right, it shall notify its decision to CMVM and publish an
announcement within four business days as of the launch of this Competing Offer. Failing such
publication, the terms of the offer are deemed to have been maintained.
Any review of offers shall have to comply with the provisions of Article 185(5) of the Portuguese
Securities Code, i.e., the consideration offered shall be, at least, 2% above of the consideration
offered in the preceding offer and cannot contain conditions that make them become less
favourable..
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The launching of a competing offer may constitute grounds for a revocation of any prior offer,
provided that such revocation is immediately published in accordance article 185-B(5) of the
Portuguese Securities Code.
Expenses and costs to be borne by the Competing Offer addressees
All costs related to sale of the Shares within the Competing Offer, including brokerage fees,
commissions related to regulated market transaction, as well as taxes that fall within the taxable
status of the vendor, will be borne by the Competing Offer’s addressees.
The above mentioned costs shall be indicated by the relevant financial intermediaries at the moment
of the selling orders delivery.
Financial intermediation commissions are disclosed in the CMVM’s website (www.cmvm.pt).
Tax Regime
This Section is a summary, for general information purposes, of the Portuguese personal income tax
and corporate income tax regime applicable on the date hereof to the proceeds of shares (“acções”)
issued by a corporation (“sociedade anónima”) resident in Portugal, including but not limited to,
taxation of the capital gains obtained from their sale.
The description provided hereto is a general overview of the main tax implications and may be
subject of amendments, possibly with retroactive effect. This description does not exempt the
Competing Offer’s addressees from obtaining advice and consulting the relevant laws and
regulations in this respect.
No potentially applicable transitional regimes were taken into consideration, namely those
applicable to certain type of investors. Tax consequences may vary according to DTT provisions or to
particularities of investors.
Resident individuals in Portugal
Capital gains and losses in a sale of Shares
The annual positive balance between capital gains and capital losses obtained from the sale of Shares
(and other securities and financial assets) is subject to a special rate of 28%, without prejudice of the
respective beneficiary opting for its aggregation in which case the gain will be subject to progressive
rates up to 48%, increased by a solidarity rate of 2.5% and 5%, over the income tax base that
exceeds € 80,000.00 and € 250,000.00, respectively. In the case of the option for aggregation regime
(“englobamento”), on the part of the income tax (“IRS”) base that exceeds, per taxpayer, the annual
value of the minimum wage, an additional 3.5% rate will be applicable.
In assessing the relevant positive or negative balance, losses resulting from sales where the
counterparty is subject to a more favourable tax regime in the respective country, territory or place
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of residence, as listed in the Order no. 150/2004 of February 13 (as amended), will not be
considered.
Dividends obtained from owned Shares
Dividends paid to an individual resident in Portugal are taxable. When they become collectable, a
definitive withholding tax, currently at a rate of 28% is applicable. The beneficiary of the dividends
may opt for the aggregation of the income together with the remaining taxable income obtained in
that same tax year, in which case only 50% of the dividends will be considered for tax purposes, and
taxed at a progressive rate up to 48% (increased by a solidarity rate of 2.5% and 5%, over the
income tax base that exceeds € 80,000.00 and € 250,000.00, respectively). In the case of the option
for aggregation regime (“englobamento”), on the part of the income tax (“IRS”) base that exceeds, per
taxpayer, the annual value of the minimum wage, an additional 3.5%. rate will be applicable.
In case of the aggregation regime (“englobamento”), the withheld tax is considered as a payment on
account of the final tax due.
When dividends are paid or made available to accounts opened for one or more beneficiaries on
behalf of unidentified third parties the withholding rate is of 35% and has a definitive nature, unless
the beneficial owner of the dividends is identified, in which case the general rules described above
will apply.
Free transfer of shares
Free transfers (“inter vivos” and “mortis causa”) of shares are subject to Stamp tax at a 10% rate.
However, free transfers in benefit of the holder’s spouse or unmarried partner (“união de facto”),
parents and children are exempt.
Non-resident individuals in Portugal
Capital gains and losses in a sale of shares
Capital gains obtained from the sale of shares held by non-residents in Portugal are subject to IRS.
The annual positive balance between capital gains and capital losses obtained from the sale of shares
(and other securities and financial assets) is subject to a special rate of 28%. Nevertheless, an
exemption is applicable to non-residents on such capital gains, except if one of the following
situations occurs: (i) the counterparty is subject to a more favourable tax regime in the respective
country, territory or place of residence as listed in the Order no. 150/2004, of February 13 (as
amended); or (ii) capital gains arising from the sale of shares of companies which assets are
composed, directly or indirectly, in more than 50% of real estate or rights in rem over real estate, in
both cases located in the Portuguese territory.
Generally, under the terms of the DTT to which Portugal is a signatory, Portugal is usually limited in
its possibility to tax the above described capital gains. However DTT rules must be confirmed on a
case by case basis.
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Dividends obtained from owned shares
Dividends are subject to IRS by means of a definitive withholding tax, currently at a rate of 28% at
the time they become collectable. The above rate may be reduced under the terms of a DTT executed
between Portugal and the country of residence of the taxpayer, as long as the formalities
contemplated under Article 18 of Decree-Law no. 42/91, of January 22, are met. A definitive
withholding tax will apply at a rate of 35% if the dividends are paid or made available:
(i)
in bank accounts opened for one or more holders on behalf of non-identified third parties,
unless the beneficial owner of the dividends is identified, in which case the general rules
apply; and
(ii)
to taxpayers resident in countries included in the list of tax havens approved by Order no.
150/2004, of February 13 (as amended).
Free transfer of shares
Free transfers (“inter vivos” and “mortis causa”) of shares in the benefit of individuals non-resident in
Portuguese territory are not subject to Stamp tax.
Resident Companies in Portugal or Non-resident entities with permanent establishment in
Portugal to which capital gains resulting from the sale of shares are attributable
Capital gains and losses in a sale of shares
Capital gains or losses obtained on the sale of shares are subject to the progressive corporate tax
(“IRC”) of 23% or of 17% for a taxable income up to € 15,000.00 in the case of small and mediumsized companies, to which a municipal surcharge (“Derrama Municipal”) up to 1.5% may accrue. A
national surcharge (“Derrama Estatual”) shall also accrue to these corporate taxes, at a rate of:
(i)
3% for taxable profits exceeding € 1.5 million and up to € 7.5 million;
(ii)
5% for taxable profits exceeding € 7.5 million and up to € 35 million; and
(iii)
7% for taxable profits exceeding € 35 million.
The applicable rate is of 21.5% in the case of entities that benefit of exemption from tax under the
provisions of Articles 9 and 10 of the Code of Corporate Tax (“Código do IRC”), which is not
applicable to investment income and in the case of entities which do not develop commercial,
industrial or agricultural activities.
In the capital gains and losses calculation for IRC purposes, the cost of acquisition of shares which
were held by period of at least two years before the date of the sale is adjusted according to a
currency devaluation coefficient for the year of acquisition, as annually approved by law.
In light of regime for the elimination of double taxation, if a company: (i) is not subject to the tax
transparency regime; (ii) directly (or direct and indirectly) holds at least 5% of the share capital or
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voting rights of a company; and (iii) has been the holder of such shares during a period of 24 months
prior to the date of the shares sale, the capital gains and losses resulting from the sale of these shares
will not be taken into consideration for the determination of the taxable income.
Capital losses on the sale of shares in favour of companies with residence in a territory, country or
region subject to a more favourable tax regime included in the list approved by Order no. 150/2004,
of February 13, as amended, are not deductible for tax purposes. The amount of dividends
distributed under the regime for the elimination of double taxation, applicable to shares in the four
years prior to the date of sale is not deductible for the purposes of calculating capital losses in such
sale.
Dividends obtained from owned shares
Dividends paid to companies resident in Portugal for tax purposes and to non-residents with a
permanent establishment in Portugal to which an income is attributable, are included in the taxable
income and subject to the progressive IRC of 23% or of 17% for a taxable income up to € 15,000.00
in the case of small and medium-sized enterprises. These dividends may also be subject to a
municipal surcharge (“Derrama Municipal”) up to 1.5%, as well as to a national surcharge (“Derrama
Estadual”) in the following terms:
(i)
3% for taxable profits exceeding € 1.5 million and up to € 7.5 million;
(ii)
5% for taxable profits exceeding € 7.5 million and up to € 35 million; and
(iii)
7% for taxable profits exceeding € 35 million.
A withholding tax of 25% is applicable, considered to be a payment on account of the total tax due.
A definitive withholding tax is applicable at a rate of 21.5% in the case of entities that benefit of
exemption from tax under the provisions of Articles 9 and 10 of the Code of Corporate Tax, which is
not applicable to investment income and in the case of entities which do not develop commercial,
industrial or agricultural activities.
In accordance with the regime for the elimination of double taxation, if a company: (i) is not subject
to the tax transparency regime; (ii) directly (or direct and indirectly) holds at least 5% of the share
capital or voting rights of a company; and (iii) has been, uninterruptedly, the holder of shares over
the 24 months prior to the date where the dividends have been made available for collection, or if
the company remains the holder of such shares until the end of mentioned minimum period of
ownership, the dividends will not be taken into consideration for the determination of the taxable
income. A minimum period of one year of ownership before distribution is required for the
exemption from the withholding tax to be applicable. Financial institutions, pension funds, savings
plans for retirement or education plans, shares savings plans, venture capital funds and certain taxexempt entities, among other entities, are not subject to this withholding tax.
An autonomous rate of 23% is applicable to dividends distributed to entities which benefit from
total or partial exemption from IRC (including, in the latter case, investment income) if the shares
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are not held by those entities for the minimum period of ownership of one year, which may be
completed after dividends have been made available.
A definitive withholding tax of 35% is applicable in case the dividends are paid or made available
through bank accounts opened for one or more holders on behalf of non-identified third parties,
unless the beneficial owner of the dividends is identified, in which case the general rules apply.
Free transfer of Shares
The positive variation in the income not reflected in the income results resulting from the
acquisitions of shares free of charge by companies is subject to the IRC at a rate of 23% or of 17% for
a taxable income up to € 15,000.00 in the case of small and medium-sized enterprises and may be
subject to a municipal surcharge (“Derrama Municipal”) up to 1.5%, as well as to a national
surcharge (“Derrama Estadual”) in the following terms:
(i)
3% for taxable profits exceeding € 1.5 million and up to € 7.5 million;
(ii)
5% for taxable profits exceeding € 7.5 million and up to € 35 million; and
(iii)
7% for taxable profits exceeding € 35 million.
The applicable rate is of 21.5% in the case of entities that benefit of exemption from tax under the
provisions of Articles 9 and 10 of the Code of Corporate Tax, which is not applicable to investment
income and in the case of entities which do not develop commercial, industrial or agricultural
activities.
Non - resident Companies
Capital gains and losses in a sale of shares
Capital gains obtained from the sale of shares (and other securities and financial assets) by nonresident companies which do not have a permanent establishment located in Portugal, are subject to
IRC. Notwithstanding, an exemption is applicable to the taxation of capital gains, except in the case of
(i)
The non-resident holder being owned in more than 25%, directly or indirectly, by resident
entities;
(ii)
The non-resident holder being resident in a country, territory or region, included in the list of
tax havens approved by Order no. 150/2004, of February 13 (as amended).
Generally, under the terms of the DTT to which Portugal is a signatory, Portugal is usually limited in
its possibility to tax the above described capital gains. However DTT rules must be confirmed on a
case by case basis. The annual positive balance between gains from not otherwise exempt from
taxation and losses resulting from the sale of shares (and other assets) net of costs incurred in the
sale is taxed at a rate of 25%.
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Dividends and other income resulting from the ownership of shares
Dividends are subject to corporate tax by means of definitive withholding at a rate of 25%.
The above mentioned withholding tax rate may be reduced under the terms of a DTT between
Portugal and the country of residence of the shareholder, provided that certain formalities
established in Article 98 of the Code of Corporate Tax are fulfilled.
At the request of the beneficiary, the difference between the withholding tax and the amount
corresponding to the application of the general corporate tax rates may be reimbursed to residents
in other Member States of the European Union or the European Economic Area (in the latter case,
only if there is cooperation in tax matters as existing among European Union Member States),
provided that the conditions laid down under Article 2 of Directive no. 2011/96/EU of the Council, of
30 November 2011 are verified. In this case, all income is taken into account, including the income
obtained Portuguese in territory.
Dividends paid to a company resident in another Member State of the European Union or the
European Economic Area (in this case, only if there is cooperation in tax matters as existing among
European Union Member States) or a country with which Portugal has entered into a DTT, if any,
providing for administrative cooperation in tax matters equivalent to that existing in the Union
European, are exempt from taxation in certain circumstances. This includes the case where the
beneficiary company:
(i)
is subject to and not exempt from tax established in Article 2 of Directive 2011/96/EU of the
Council, of 30 November 2011 (with the necessary adjustments, if applicable), or subject to a
tax which is identical or similar to IRC, provided that the countries with which Portugal has
entered into DTT providing for administrative cooperation in tax matters and this cooperation
is equivalent to that among European Union Member States, and as long as the applicable rate
is not less than 60% of the normal IRC rate;
(ii)
directly (or directly and indirectly) holds at least 5% capital or voting rights of a company; and
(iii)
uninterruptedly, holds shares over the 24 months preceding the date on which the dividends
were made available. If the said period of 24 months is completed after the date of payment,
the withholding tax may be refunded. For the purposes of exemption from withholding or
reimbursement, a few formalities as envisaged under Article 95 of the Code of Corporate Tax,
are required.
A definitive withholding rate of 35% is applicable if the dividends are paid or made available:
(i)
in bank accounts opened for one or more holders on behalf of non-identified third parties,
unless the beneficial owner of the dividends is identified, in which case the general rules
apply; and
(ii)
to taxpayers resident in countries included in the list of tax havens approved by Order no.
150/2004, of February 13 (as amended).
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Free transfer of Shares
Any gains arising from the free acquisition of shares issued by resident entities are deemed to be
obtained in Portuguese territory, being subject to corporate tax if obtained by non-resident entities,
at a 25% tax rate. Generally, under the terms of the DTT to which Portugal is a signatory, Portugal is
usually limited in its possibility to tax the above described capital gains. However DTT rules must be
confirmed on a case by case basis.
2.7. Assistance
Banco Finantia, S.A., a company with registered offices at Rua General Firmino Miguel, no. 5 – 1st
floor, 1600-100 Lisbon, with the registered capital fully paid up of € 150,000,000.00, registered at
the Commercial Registry of Lisbon under the sole registration and taxpayer number 501 897 020, is
the financial intermediary responsible for the Competing Offer’s assistance.
The Offeror and Banco Finantia entered into a service and assistance agreement regarding the
preparation, registration, launching and execution of the Competing Offer pursuant to Articles 113
and 337 of the Portuguese Securities Code. Such agreement is subject to Portuguese law and
contains certain obligations for both the Offeror and Banco Finantia regarding the Competing Offer,
including clauses concerning to fees, expenses, notifications and operational procedures related to
the Competing Offer.
2.8. Purposes of the acquisition
2.8.1. Maintenance or modification of the business activity developed by the Target Company,
the human resources policies and financial strategy of the Target Company
The Offeror intends to maintain the business activity developed by the Target Company and by the
companies that are in a control or group relationship with the same (under article 21 of the
Portuguese Securities Code), maintaining the strategic line defined by the Board of Directors of the
Target Company. The Offeror considers that this Competing Offer may bring synergies and added
value to the Offeror’s group.
Description of the Target Company’s activities
A brief excerpt on the business strategy of the Target Company is presented below, as described in
the prospectus of initial public offering and admission to trading of the Target Company, on the
Business section.
“We are one of the largest integrated private healthcare service groups by revenues in the
growing Portuguese private healthcare market. We rank first in terms of private network
purchasing power coverage (64 per cent. as of December 2012) and private network population
coverage (59 per cent. as of December 2012), according to our estimates based on INE statistics.
We were established in 2000, and provide healthcare services through 18 facilities, comprising
eight private hospitals, one hospital that we operate for the NHS under a PPP agreement, seven
private outpatient clinics and two senior residences. We have a presence in northern, central
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and south-central Portugal and, in certain regions, we own the sole private general hospital in
operation. We have a significant presence in two regions of the country with the highest
purchasing power (based on INE statistics): Lisbon, where we operate Hospital da Luz,
Portugal’s largest private hospital, and greater Oporto, where we operate Hospital da Arrábida.
As of 30 September 2013, our facilities had, in total, 1,179 operational beds, and we had 8,907
staff, including 3,594 physicians (specialists and general practitioners), 1,672 nursing staff, 507
technicians, 892 other medical staff and 2,242 non-medical personnel.
We operate a diversified business model, organised into three main operating segments:

Private Healthcare, which represented 76.6 per cent. of the Group’s Operating Revenue
(prior to consolidation adjustments) for the nine months ended 30 September 2013 and
includes our core acute care hospital and outpatient clinics business. This comprises eight
hospital facilities of various sizes, including Portugal’s largest private hospital by revenues,
Hospital da Luz, and seven private outpatient clinics, which together offer a wide range of
general hospital and clinical services, including ICUs, operating rooms, emergency rooms
(excluding trauma), maternity units and cardiac units, as well as specialised facilities that
provide inpatient and outpatient services in the areas of rehabilitation services, nuclear
medicine, radiotherapy and dementia care.

Public Healthcare, which represented 22.5 per cent. of the Group’s Operating Revenue
(prior to consolidation adjustments) for the nine months ended 30 September 2013 and is
attributable to our operations at HBA, a newly built public hospital opened in January 2012
for which we provide clinical and other services under a PPP agreement with the
Government.

Other Businesses, which represented 0.9 per cent. of the Group’s Operating Revenue (prior
to consolidation adjustments) for the nine months ended 30 September 2013 and which
comprises our two senior residences, aimed at individuals 65 years old and older and
designed to offer an integrated residential solution for senior citizens who are independent
or who need some assistance with their day-to-day activities.
Our Group structure, by combining hospitals, outpatient clinics and senior residences under one
umbrella, allows us to operate our facilities in a complementary and supportive manner,
through patient referrals between facilities, shared know-how (both clinical and processrelated) and easy access to the facilities of some of the country’s best acute-care hospitals. We
believe this integrated network approach benefits patients, physicians and payers alike.
We believe that our integrated healthcare service offering is one of the most comprehensive
among healthcare providers in Portugal, and allows us to provide superior standards of patient
care, with a particular focus on clinical excellence and patient safety.
In addition to providing core medical, surgical and emergency services, we have differentiated
ourselves in the Portuguese healthcare market by offering specialised and complex services,
supported by highly advanced equipment in use at a number of our facilities—in some cases, the
only equipment of its kind in the country. We were, for example, the first in Portugal to acquire
a femtosecond laser for refractive eye surgery. We were also the first in the country to acquire a
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Da Vinci Surgical System to perform robotic surgery and are currently one of only two
operators to use such equipment.
Our flagship hospital, Hospital da Luz, has an Arrhythmology and Auricular Fibrillation Centre
that is the only one of its kind in Portugal, with facilities allowing it to perform arrhythmology
studies and angiograms through a magnetic navigation system. Hospital da Luz also has a fully
digital imaging department allowing for teleradiology services and is the only private hospital
in Portugal with three MRI machines. We also own three linear accelerators used for
radiotherapy treatments.
Our focus on technology, along with clinical excellence and customer service, has enabled us to
reach high levels of patient satisfaction. In a December 2012 patient survey based on Hospital
Consumer Assessment of Healthcare Providers and Systems methodology conducted by us at our
top five hospitals by revenues from sales and services, we scored well above the U.S. hospital
average in areas such as physician and nursing staff politeness and communication skills, with
over 90 per cent. of patients at all five hospitals willing to recommend our facility to family and
friends.
Our management has significantly grown the Group and improved its results. Since our
founding, we have grown through acquisitions, development of greenfield sites and expansion of
existing facilities’ capacity. Our revenues have increased year-on-year for each of the past three
years.”
Corporate Structure of Target Company
Main Shareholders
The chart below presents information regarding the qualified shareholders of the Target Company,
communicated until 11 September 2014 (inclusive):
Source: CMVM’s Information Disclosure System.
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Group Structure
Below is presented ESS’s main subsidiaries, joint ventures and associated companies as of 30 June
2014:
Parent company:
Espírito Santo Saúde – SGPS, SA
Subsidiaries:
Casas da Cidade – Residências Sénior, SA
Clínica Parque dos Poetas, SA Oeiras
%held directly and
indirectly
100.00%
100.00%
CLIRIA – Hospital Privado de Aveiro, SA
90.59%
Espírito Santo Saúde – Serviços, ACE (1)
100.00%
Espírito Santo – Unidades de Saúde e de Apoio à Terceira Idade, SA
100.00%
Instituto de Radiologia Dr. Idálio de Oliveira – Centro de Radiologia
Médica, SA
Espírito Santo Saúde – Residência com Serviços Sénior, SA
100.00%
Hospital da Arrábida – Gaia, SA
100.00%
CRB – Clube Residencial da Boavista, SA
100.00%
Hospital da Luz, SA Lisboa
100.00%
Hospital da Luz – Centro Clínico da Amadora, SA
100.00%
HOSPOR – Hospitais Portugueses, SA
100.00%
RML – Residência Medicalizada de Loures, SGPS, SA
100.00%
75.00%
Hospital Residencial do Mar, SA
100.00%
Vila Lusitano – Unidades de Saúde, SA
100.00%
SGHL – Sociedade Gestora do Hospital de Loures, SA
100.00%
Surgicare – Unidades de Saúde, SA Lisboa
100.00%
GENOMED – Diagnósticos de Medicina Molecular, SA
37.50%
HL – Sociedade Gestora do Edifício, SA
10.00%
HME – Gestão de Hospitalar, SA Évora
50.00%
(1) Espírito Santo Saúde - Serviços, ACE, which was formed with no share capital, groups together
ten of the Group’s subsidiaries. The percentage indicated refers to the voting rights held.
The Target Company is currently controlled by the company Espírito Santo Healthcare Investments,
S.A., a Luxembourg company, which owns 51% of the Target Company’s share capital and voting
rights, being the remaining 49% dispersed on the regulated market.
On the other hand, Espírito Santo Healthcare Investments, S.A.’s shareholders are, amongst others (i)
Rio Forte Investments, S.A., a Luxembourg company, which owns 55% of the share capital; and (ii)
ESFG, which owns 17.74% of the share capital.
Rio Forte Investments S.A. is fully owned by Espírito Santo International, S.A., a Luxembourg
company.
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Both Rio Forte Investments S.A. and ESFG applied for the controlled management proceeding
(Gestion Contrôlée) before the Luxembourg Court, which applications were accepted by the Court on
29 July 2014, as per the information made available on the same day on the website
http://www.justice.public.lu/. The Court has designated a delegated judge to make a report to the
Court in respect of the financial situation of said companies.
On 29 July 2014, ESFG informed the market, through a communication published on CMVM’s website
(www.cmvm.pt) that ESFG has been admitted to controlled management (“Gestion Contrôlée”) stating
that “the decision follows a Court hearing held on 28 July 2014. The Court’s decision includes the
appointment of a Judge to deal with the process”; and that “The decision follows the Company’s request
to the Luxembourg Courts on 24 July 2014. The Company’s move to seek Gestion Contrôlée followed its
conclusion that it was unable to meet its obligations under its commercial paper programme and
obligations associated with the Company’s standalone debt obligations” and that “The Judge is expected
to make her report on ESFG’s case on 6 October 2014.”.
Acquisition objectives
Business strategy
The growth strategy of the Offeror assumes the reinforcement of the positioning in the existential
risks area, namely in health insurance and personal accidents insurance. This strategy is based on the
socio-demographic trends that can be observed in Portugal, such as the accelerated ageing of the
population, but also the gradual and inevitable redefinition of the State’s role within this sector.
In this sense, the acquisition of the Target Company fits the strategy of the Offeror and will allow for
the development of its value proposition in key areas like traditional medicine, or even areas of
medicine still to be explored, such as preventive or occupational medicine.
In this context, the Offeror is fully aligned with the Target Company’ vision of being “a reference
player in the healthcare industry, through the excellence and innovation of the medicine practice”, as
stated in its initial public offer prospectus of 14 January 2014, and in the underlying operational
strategies required to achieve this vision:

Continuous improvement of ESS core business and the compromise with excellence of healthcare
services provided;

Maximization of synergies related with business segments and ESS business units;

Increase in the coverage and penetration of ESS in Portugal;

International expansion of ESS’ services.
The Offeror intends to establish the required conditions for the maintenance of ESS’ Board of
Directors strategic guidelines going forward, therefore operating ESS and its subsidiaries in line said
guidelines.
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In addition, the Offeror believes that the acquisition of ESS will allow the materialization of
significant synergies. In fact, the Offeror is convinced of being able to ensure an increase in ESS’
production volumes, due to its leadership position in the insurance industry (Source: Instituto de
Seguros
de
Portugal,
http://www.isp.pt/Estatisticas/seguros/estatisticas_anuais/premios/ranking_mercado/ranking_merca
do_portugal.htm), potentiating therefore a better use of ESS’ installed capacity, with the consequent
increase in efficiency.
Moreover, the Offeror and ESS would be in a position to launch a significantly innovative product
offer in the healthcare industry, enabling the access to a new range of customers still without
conditions to access the private healthcare services.
In summary, there is full strategic alignment between the Offeror and ESS, and therefore no
substantial changes to current ESS’ activity should be expected. The Offeror also believes in its
capability to bring additional stability, in order for ESS to strengthen the relations with the different
stakeholders, while maintaining the current configuration of market, based in the free choice of
clients and insured.
Strategy vis-à-vis Hospital de Loures public-private partnership
The Offeror highlights its expertise in the management of public-private partnerships acquired in the
past through its involvement in the management of HPP – Hospital de Cascais, the Offeror being
available to use such knowledge to support, when required, ESS’ management of the Hospital Beatriz
Ângelo in Loures.
The Offeror intends to comply with all undertakings assumed within the scope of the public-private
partnership entered into under the public-private partnership regulation approved by the DecreeLaw no. 185/2002, of 20 August, under which ESS assumes the management of Hospital Beatriz
Ângelo in Loures, thus ensuring the maintenance of the highest standards of the service quality and
the accomplishment of the production and efficiency levels.
The acquisition of ESS by the Offeror will also guarantee the maintenance of current balance within
the public-private partnerships market, since it will allow the Portuguese State to remain exposed to
different management models, different service levels and the consequent future bargaining power.
Infrastructure and Human Resources
The Offeror considers that the current ESS’ infrastructures are adequate for its current activity, and
therefore, no significant changes should be expected to current working conditions, nor any
relocation of workers in the short term.
The Offeror also recognizes the high quality of ESS’ Human Resources, from its management team to
its clinical body, as well as all support administrative teams. The Offeror restates its recognition and
expresses its wish to count on their cooperation going forward in order to materialize the above
strategy.
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Financing and international strategy
The Offeror considers that its financial capacity will be a strength for the stability and continuity of
ESS’ business, including in the medium and long term. From a financial standpoint, the Offeror
intends to work together with ESS’ management in order to ensure the adequate financing of ESS’
current activity and permanent funds, including an adequate level of working capital, while ensuring
the minimization of financing costs.
In addition, the Offeror recognizes the expansion opportunities identified by the current
management, both related with the capacity expansion of current facilities and with the international
expansion of ESS.
On this subject, the Offeror, in line with its new shareholding structure, has already redefined its
business strategy with a view to promote the diversification of its activities both in respect of
markets and geographies. With its acquisition by the Offeror, ESS will therefore benefit from
enhanced conditions for the implementation and the acceleration of its diversification and
internationalization plan, namely in Portuguese speaking countries, in all cases without prejudice of
its full autonomy as a healthcare provider.
In order to ensure the materialization of the above strategic guidelines, the Offeror will work
together with ESS’ management to structure the access to financing for the needs underlying said
plan, ensuring the well succeeded implementation of its diversification and internationalization plan.
The above mentioned financing strategy encompasses a strict compliance with the existing financing
arrangements, as well as with the applicable laws and regulations.
The Offeror understands that the acquisition of ESS ensures the maintenance of the current
configuration of the insurance market and remaining paying entities, to the extent that it will not
cause a companies’ concentration movement increasing the market share of ESS
Final remarks
For all the reasons stated above, the Offeror restates its confidence in the current ESS’ Board of
Directors and respective management team, and, in general, intends to maintain the strategic
guidelines for the business of the Target Company, as defined in Section 14.2 (pages 160 and
following) of the initial public offer prospectus (for consultation, please refer to
http://web3.cmvm.pt/sdi2004/emitentes/docs/fsd29447.pdf), its most relevant parts being
transcribed below, for ease of reference:
“Strategic Vision
Our strategic vision is to be the leading private healthcare provider in Portugal with respect to
the quality of medical services provided and innovation. We aim to diagnose and treat our
patients swiftly and effectively, with absolute respect for our patients’ individuality, and build
an organisation that is able to attract, develop and retain exceptional people. Our attainment
of these goals is based upon our commitment to:
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•
placing patient interests first, focusing on the highest ethical and professional standards
and developing long-term relationships with stakeholders based on the key values of
efficiency, integrity and trust;
•
delivering high-quality healthcare by monitoring scientific and technological advances,
investing in advanced medical and surgical technology and using best management
practices to deliver innovative treatments;
•
recruiting and retaining the most highly skilled and qualified physicians, nurses and
support staff, promoting their continuous professional development and ensuring they are
fully committed to the organisation; and
In order to achieve these goals, we seek to implement the following key strategies:
(b) Continued enhancement of our core business and commitment to providing leading
healthcare services
We believe that we provide high-quality healthcare services across all of our facilities
through a profitable and efficient business platform, with a focus on clinical excellence,
making us a reference player in the Portuguese healthcare sector. We will continue to
focus on enhancing the profitability and competitiveness of our existing core business
segments by focusing on:
•
developing our facilities’ product mix through innovation, supported by
technologically advanced equipment and by experienced and dynamic clinical teams,
to maintain ESS’s competitive positioning;
•
managing referral levels inside the Group, leveraging ESS’s hub and spoke strategy
and increasing external referrals from associated physicians and clinics to extend our
facilities’ catchment areas;
•
maximising our facilities’ capacity utilisation by increasing staff productivity levels to
raise throughput and by improving internal procedures to reduce waste of resources;
and
•
improving support processes, making them more efficient and effective (e.g., revenue
cycle management and supply chain management) to reduce costs and minimise
working capital requirements.
(b) Leverage existing synergies between the Group’s business segments and facilities
We believe that our size and coverage of the Portuguese market, together with our
modern facilities and our use of innovative technologies, provides internal and external
synergy opportunities that can be leveraged to enhance operational efficiencies.
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We intend to further exploit our integrated healthcare services model and comprehensive
facility portfolio, uniqueness of certain facilities and size to develop synergies between
facilities, as well as between our business segments, through:
•
continued centralised negotiation of agreements with payers, allowing ESS to
leverage its scale and uniqueness of certain facilities against competitive pressure;
•
continued centralised negotiation of clinical consumables, pharmaceutical products
and clinical equipment supply, allowing the Group to achieve synergies from its size
and care diversification;
•
taking advantage of efficient and flexible medical equipment management between
our facilities, which allows us to maximise equipment utilisation;
•
attracting top professionals, promoting their professional development and
leveraging their know-how and active involvement in management of our facilities to
incentivise integration across the network; and
•
working as a network, developing and maximising patient referral processes between
facilities, sharing medical and surgical know-how as well as process optimisation, and
providing access for patients to services across the facilities of the Group.
(c) Expand our coverage and penetration in Portugal
We intend to build on our strong track record of organic and acquisitive expansion in
Portugal to further increase our capacity and enhance the geographic reach of our
coverage within Portugal in the acute-care hospital sector to meet the increasing demand
for private healthcare in Portugal, as well as tapping into new areas related to our core
business. We intend to further our expansion plans in the following ways:
(i) Development of capacity in existing facilities
In certain cases, our existing hospitals are reaching high levels of capacity utilisation,
and we aim to increase capacity of outpatient services as well as of inpatient services
in these facilities. We have a track record of successfully implementing capacity
expansions in the past; for example, at Hospital da Arrábida, which we nearly doubled
in size in 2010.
We are actively considering the development of capacity in our existing facilities
through the expansion of Hospital da Luz and of Hospital da Luz—Clínica de Oeiras,
and we are currently in negotiations to acquire additional space in the Arrábida
Shopping Centre in Gaia for the expansion of Hospital da Arrábida.
(ii) Expansion through acquisitions and greenfield projects
We have a significant track record of greenfield projects and selective successful
acquisitions in the past, which have allowed the Group to develop a broad healthcare
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network. We have a demonstrated ability to develop greenfield projects in key
Portuguese cities that lack a structured and specialised private healthcare offering.
The flagship facility of the Group, Hospital da Luz, was a key greenfield project that
enabled the Group to become one of the country’s main providers of high-quality
private healthcare and raised the level of both service and technological standards in
the private healthcare market. Currently, we are analysing the opportunity to further
develop our presence in Oporto, in close co-operation with Hospital da Arrábida,
consolidating our presence in the northern region of Portugal.
We also proactively analyse acquisition opportunities in the Portuguese market that
would enable us to strengthen our presence in key urban areas, thereby extending our
coverage.
(iii) Competing for further public market opportunities
Portugal’s current budgetary restrictions may create an opportunity for private
operators to create value in the € 6.5 billion public healthcare segment (under PPP
models, concessions or management contracts), given their track record in managing
healthcare facilities and the need to improve performance and profitability of public
hospitals. We have entered the public market through our PPP in HBA, which was
opened in 2012. We believe that we are well positioned to capture future growth from
the public market due to our ability to offer high-quality healthcare services at a lower
cost than public operators. Additionally, we believe that entry into the public sector
offers the potential to improve our competitive position, due to economies of scale,
synergies and ability to retain physicians.
(iv) Developing new business areas
We are committed to developing the range of services offered, and proactively analyse
new business areas, in particular niche markets that are still untapped or underserved,
where we have or can develop a competitive advantage. Potential new areas of services
have been selected for the synergies they might generate for our core business.
Currently, we are primarily focused on six areas: teleradiology, genetics, training and
development of health professionals, transplantation programmes, expansion of
dementia services and physician referral network development. We believe that all six
represent an opportunity for new business generation while contributing to the
improvement of our core business.
(d) Expand our services internationally
In order to leverage our expertise and experience in healthcare network development and
management and to geographically diversify our business, we have been analysing
potential markets for expansion over the last few years. Through a disciplined and gradual
approach, we are mainly targeting expansions that involve a strong local partner, in order
to reduce risk and time to market. Additionally, we intend to leverage our strong brand
recognition and reputation for clinical excellence in geographic regions that share similar
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characteristics to the Portuguese market, enabling us to apply managerial skills and
experience as well as leverage our integrated network.
Currently, we are analysing the development of a hospital in Luanda, Angola, in
partnership with a Teixeira Duarte group company, an entity present in the Angolan
market, a market where Hospital da Luz already enjoys brand recognition among the top
income segments in the country due to the number of Angolans who are already clients of
the hospital.”
2.8.2. Admission to Trading and Maintenance of Public Company Status
Upon the assessment of the Competing Offer’s results, and in accordance with the market conditions,
namely at the level of the Target Company and of the liquidity of the Shares after the Competing Offer
Period, in case the Offeror reaches or exceeds, directly or under the terms of Article 20(1) of the
Portuguese Securities Code, (i) 90% (ninety per cent) of the voting rights corresponding to the
registered capital of the Target Company, and (ii) 90% (ninety per cent) of the voting rights
encompassed by the Competing Offer as a consequence of the Competing Offer or of any other
transactions legally allowed and relevant for the calculation of said percentage, the Offeror reserves
the right to resort, within the three months subsequent to the end of the Competing Offer Period, to
the squeeze-out mechanism set forth in Article 194 of the Portuguese Securities Code, which will
imply the immediate exclusion from trading in a regulated market, the respecting re-admission being
impaired for a period of 1 year.
The Offeror, in case it does not exercise the rights referred to in the preceding paragraph, will not
request, following the Competing Offer, the loss of listed company status of the Target Company
under the terms of Article 27(1)(a) of the Portuguese Securities Code, in which case the Shares shall
continue to be traded in the regulated market of Euronext Lisbon.
The Offeror is in conditions to exercise the mentioned rights if, at date of the physical and financial
settlement of the Competing Offer, the Offeror, or the entities that, are with the Offeror in one of the
situations set forth in Article 20(1) of the Portuguese Securities Code, is the owner of 85,988,029
Shares (i.e. 90% of the voting rights corresponding to the share capital of the Target Company) of
which 85,986,675 Shares (i.e. 90% of the voting rights covered by the Competing Offer) must be
acquired within the scope of the Competing Offer, since the Offeror is attributed, directly and under
the terms of Article 20(1) of the Portuguese Securities Code, with voting rights corresponding to
1,504 Shares.
2.9.
Acceptance Declarations
The Competing Offer will start from 8.30 a.m. on 29 of September of 2014 up to 3.30 p.m. on 10 of
October of 2014, unless extended under the applicable laws17.
The selling orders may be received by the financial intermediaries until the term of the Competing
Offer Period.
Competing offers should run simultaneously and be completed on the same date under the terms of Article 185 – A (3) of the
Portuguese Securities Code.
17
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In accordance with Article 183(2) of the Portuguese Securities Code, the term of the Competing Offer
Period may be extended by CMVM, either at the Offeror’s request or on its own initiative, in case of
revision, launching of a competing offer, or should such extension be required to protect the interests
of the addressees.
The holders of Shares, who wish to accept the Competing Offer, must transmit the selling orders
directly to the financial intermediaries members of the regulated market Euronext Lisbon by
Euronext Lisbon with which their securities accounts are opened.
Pursuant to Articles 126, 185-A(6) and 133(3) of the Portuguese Securities Code, shareholders
accepting the Competing Offer are entitled to revoke their acceptance statements through a written
notification addressed to the financial intermediary that has received such declaration until the last
day of the competing offers period.
The financial intermediaries must provide Banco Finantia (responsible for the assistance to this
Competing Offer) with daily information regarding the acceptance and revocation orders received,
including the respective amounts, to the email address [email protected].
Financial intermediaries must report daily to Euronext Lisbon the orders of their clients through
Central System of Public Offer Services, via Serviço de Centralização, between 8.00 am and 7.00 pm,
except as regards the last day of the Competing Offer Period where the period for order transmission
through the Public Offer Services will be between 8.00 am and 4.30 pm.
2.10. Competing Offer’s Results
The result of the Competing Offer will be determined in the Special Regulated Market Session (single
session for the purposes of offers in competition), expected to take place on 13 of October of 2014,
the first business day after the term of the Competing Offer Period, in a time to be established in the
respective notice of the Special Regulated Market Session to be published by Euronext Lisbon.
The Competing Offer’s results shall be disclosed by Euronext Lisbon in its Official Bulletin (Boletim de
Cotações da Euronext Lisbon) and shall be available in CMVM’s website (www.cmvm.pt).
In addition, Fosun may disclose a public announcement in this respect in the Hong-Kong Stock
Exchange (HKEx)’s website (www.hkexnews.hk).
If the Competing Offer is successful, the Competing Offer’s physical and financial settlement will
occur on the 2nd business day after the Special Regulated Market Session, such settlement being
expected to take place on 15 of October of 2014.
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CHAPTER 3
INFORMATION REGARDING THE OFFEROR, HOLDINGS AND SHAREHOLDERS AGREEMENTS
3.1.
Identification of the Offeror
The Offeror is Fidelidade – Companhia de Seguros, S.A., with registered offices at Largo do Calhariz,
30, 1249-001 Lisbon, registered at the Commercial Registry of Lisbon under the sole registration
and taxpayer number 500 918 880 and with the registered capital fully paid up of € 381,150,000.00.
Fidelidade is an entity legally authorized to carry out the insurance and reinsurance business both in
Life and Non-Life, in the context of the following group:
Fidelidade Subsidiaries carry out their activities both in insurance and non-insurance activities, but
in any case in insurance related activities, namely car repairing, risk assessment, surveillance, real
state.
Fidelidade is ultimately controlled by Fosun International Limited, a listed company at the Hong
Kong Stock Exchange, incorporated in Hong Kong, with registered offices at Room 808, ICBC Tower, 3
Garden Road, Central, Hong Kong, registered with the Companies Registry of Hong Kong under
number 942079 and with an issued share capital of HK$ 17,687,332,114.00. Fosun is, in turn,
controlled by Mr. Guo Guangchang.
3.2.
Attribution / Aggregation of voting rights
On the date of this Prospectus, the following persons are under a relevant relationship with the
Offeror, as laid down in Article 20(1) of the Portuguese Securities Code:
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A.
Persons controlled by or under a group relationship with the Offeror for the purpose of
Articles 20(1)(b) and 21 of the Portuguese Securities Code
The list below contains the companies corresponding to Fidelidade Subsidiaries:
 Via Directa - Companhia de Seguros, S.A. (“Via Directa”)
 Companhia Portuguesa de Resseguros, S.A. (“CPR”)
 Universal Seguros, S.A. (“Universal Angola”)
 Garantia – Companhia de Seguros de Cabo Verde, S.A. (“Garantia (Cabo Verde)”)
 Fidelidade - Investimentos Imobiliários, S.A. (“FISA”)
 Cetra - Centro Técnico de Reparação Automóvel, S.A. (“Cetra”)
 E.A.P.S. - Empresa de Análise, Prevenção e Segurança, S.A. (“Safemode”)
 GEP - Gestão de Peritagens Automóveis, S.A. (“GEP”)
B.
Persons controlling or in a group relationship with the Offeror for the purpose of
Articles 20(1)(b) and 21 of the Portuguese Securities Code
The Offeror is indirectly controlled by Fosun, which holds 80% of the shares and voting rights
representative of the registered capital of the Offeror. The remaining capital and voting rights
of the Offeror is held by Caixa Geral de Depósitos, S.A.
Please refer to the following chart regarding the chain of control of the Offeror and Fosun:
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On the date of this Prospectus, Fosun also holds a controlling position or is in a group relation
with the following principal entities, in addition to the ones listed in Annex 1:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
C.
Fosun Financial Holdings Limited
Millennium Gain Limited
Longrun Portugal SGPS, S.A.
Shanghai Fosun High Technology (Group) Co., Ltd.
Shanghai Fosun Industrial Technology Development Co., Ltd.
Shanghai Fosun Industrial Investment Co., Ltd.
Nanjing Nangang Iron & Steel United Co., Ltd.
Nanjing Iron & Steel United Co., Ltd.
Nanjing Iron & Steel Industry Development Co., Ltd.
Nanjing Iron & Steel Co., Ltd.
Nanjing Iron & Steel Limited
Hong Kong Jinteng International Company Limited
Nanjing Iron & Steel Group International Trading Co., Ltd.
Anhui Jin’an Mining Co., Ltd.
Shanghai Fosun Pharmaceutical(Group) Co., Ltd.
Shanghai Fosun Pharmaceutical Industrial Development Co., Ltd.
Jinzhou Aohong Pharmaceutical Co., Ltd.
Jiangsu Wanbang Biopharmaceutical Co., Ltd.
Shine Star (Hubei) Biological Engineering Co., Ltd.
Shanghai Forte Land Co., Ltd.
Shanghai Forte Investment Co., Ltd.
Wuhan Zhongbei Property Development Co., Ltd.
Nanjing Runchang Property Development Co., Ltd.
Zhejiang Forte Property Development Co., Ltd.
Changchun Zhaoji Real Estate Development Co., Ltd.
Chengdu Forte Land Co., Ltd
Hainan Mining Co., Ltd.
Fosun Capital Investment & Management Co., Ltd.
Peak Reinsurance Company Limited
Persons controlling or in a group relationship with the entities referred in B. for the
purpose of Articles 20(1)(b) and 21 of the Portuguese Securities Code
Fosun is held as to 79.6% by Fosun Holdings Limited.
Fosun Holdings Limited is a wholly owned subsidiary of Fosun International Holdings Ltd
(“FIHL”). FIHL is held by Mr. Guo Guangchang, Mr. Liang Xinjun, Mr. Wang Qunbin and Mr. Fan
Wei as to 58%, 22%, 10% and 10% respectively.
For more information on Fosun group, please refer to the chart and list of entities in B. above.
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D.
Members of the management and supervisory bodies of the Offeror and of persons in
one of the situations laid down in in Article 20(1) of the Portuguese Securities Code
Board of Directors of the Offeror :
Chairman:
GUO Guangchang
Vice-Chairman:
João Nuno de Oliveira Jorge Palma
Vice-Chairman:
Jorge Manuel Baptista Magalhães Correia
Members:
WANG Qunbin
Nuno Maria Pinto de Magalhães Fernandes Thomaz
Jorge Telmo Maria Freire Cardoso
DING Guoqi
LEE Michael
FU Jian
XU Yao
José Manuel Alvarez Quintero
António Manuel Marques de Sousa Noronha
Rogério Miguel Antunes Campos Henriques
William Mak
Executive Committee of the Offeror :
Chief Executive Officer:
Jorge Manuel Baptista Magalhães Correia
Members:
António Manuel Marques de Sousa Noronha
José Manuel Alvarez Quintero
Rogério Miguel Antunes Campos Henriques
William Mak
Fiscal Board of the Offeror :
Chairman:
Pedro Antunes de Almeida
Members:
José António da Costa Figueiredo
Luís Manuel Machado Vilhena da Cunha
Substitutes:
Jorge Manuel dos Santos Pereira Pichel
Chartered Accountant of the Offeror :
Ernst & Young Audit & Associados - SROC, S.A, represented by Ana Rosa Ribeiro Salcedas Montes Pinto, ROC
In addition, members of the management and supervisory bodies of the companies above
mentioned in A. to C. are also in in one of the situations laid down in in Article 20(1) of the
Portuguese Securities Code.
E.
Persons in the situations laid down in Article 20(1) of the Portuguese Securities Code
concerning the Target Company
The persons or entities that, as far as the Offeror is aware, are in the situations set forth in
Article 20(1) of the Portuguese Securities Code with the Target Company, are as follows 18:






Casas da Cidade – Residências Sénior, SA
Clínica Parque dos Poetas, SA
CLIRIA – Hospital Privado de Aveiro, SA
Espírito Santo Saúde – Serviços, ACE
Espírito Santo – Unidades de Saúde e de Apoio à Terceira Idade, SA
Instituto de Radiologia Dr. Idálio de Oliveira – Centro de Radiologia Médica, SA
Source: Annual Report of ESS concerning the financial year ended on 31 December 2013 and Interim Consolidate Financial
Statements of ESS concerning the first semester of 2014 (i.e., on 30 June 2014), disclosed on CMVM’s website (www.cmvm.pt).
18
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










Espírito Santo Saúde – Residência com Serviços Sénior, SA
Hospital da Arrábida – Gaia, SA
CRB – Clube Residencial da Boavista, SA
Hospital da Luz, SA
Hospital da Luz – Centro Clínico da Amadora, SA
HOSPOR – Hospitais Portugueses, SA
RML – Residência Medicalizada de Loures, SGPS, SA
Hospital Residencial do Mar, SA
Vila Lusitano – Unidades de Saúde, SA
SGHL – Sociedade Gestora do Hospital de Loures, SA
Surgicare – Unidades de Saúde, SA
In addition to the abovementioned entities, the members of the management and supervisory
bodies of the Target Company and of the companies indicated above are also in the situation
laid down under Article 20(1) of the Portuguese Securities Code.
3.3.
Offeror’s shareholding in the capital of the Target Company
The Offeror, at the date hereof, holds 1,504 (one thousand and five hundred and four) Shares
representing 0.0016% (zero point zero zero sixteen per cent) of the registered capital and voting
rights of the Target Company.
Under the terms of Article 20(1) of the Portuguese Securities Code, and at the date hereof, no other
voting rights corresponding to Shares are attributable to the Offeror.
The Offeror has carried out the following acquisitions over ESS’ Shares during the last eight months
prior to the date hereof:
Quantity of Shares
88
708
708
1.504
Unitary Price
€3.200
€3.857
€3.520
Date
12/02/2014
02/07/2014
04/07/2014
The Chairman of the Executive Committee of the Offeror has carried out the following transactions
over ESS’ Shares during the last six months prior to the date hereof:
Transaction
Acquisition
Acquisition
Sale
Quantity of Shares
3,418
4,476
7,894
0
Unitary Price
€ 3.81
€ 3.81
€ 4.31
Date
02/06/2014
03/06/2014
04/09/2014
During the last six months and apart from the above mentioned transactions, the Offeror and, to the
best of its knowledge, any of the persons and entities that are with the Offeror in any of the situations
laid down in Article 20(1) of the Portuguese Securities Code, have not executed any other
transactions over Shares.
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The Offeror is not and, as far as the Offeror is aware, none of the persons and entities that are with
the Offeror in any of the situations laid down in Article 20(1) of the Portuguese Securities Code are
not a party in any agreement or understanding for the direct or indirect acquisition of any Shares.
3.4.
Target Company’s voting rights and shareholdings in the Offeror
Neither the Target Company nor any of the persons/entities that are with the Target Company in
any of the situations laid down in Article 20(1) of the Portuguese Securities Code holds any voting
rights or shares in the Offeror’s share capital.
3.5. Shareholders agreements
The Offeror, and to the best of its knowledge, any of the persons/entities that are with the Offeror in
any of the situations laid down in Article 20(1) of the Portuguese Securities Code, have not entered
into any shareholders agreement with a significant impact in the Target Company.
The Offeror, and to the best of its knowledge, any of the persons/entities that are with the Offeror in
any of the situations laid down in Article 20(1) of the Portuguese Securities Code, have not entered
into any agreement concerning the Shares.
3.6.
Agreements with members of the corporate bodies of the Target Company
There are no agreements entered into between, on one side, the Offeror and/or any person/entity
that are with the Offeror in any of the situations laid down in Article 20(1) of the Portuguese
Securities Code and, on the other side, the members of the corporate bodies of the Target Company,
either of immediate or deferred execution, nor have been stipulated any special benefits in favour of
any members of the Target Company’s corporate bodies.
3.7.
Representative for market relations
Since the Offeror is not a company which shares are admitted to trading in the regulated market it
does not have a representative for market relations.
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CHAPTER 4
OTHER INFORMATION
The Preliminary Announcement was published on CMVM website at www.cmvm.pt on 23 September
2014.
The report of the Target Company’s Board of Directors regarding the opportunity and the terms and
conditions of the Competing Offer shall be made public on the CMVM’s website until 29 of September
of 2014.
The Launching Announcement of the Competing Offer was made public on the date hereof and is
available for consultation on CMVM’s website.
The Prospectus is available for consultation, free of any charges, at the following places:



At the registered offices of Banco Finantia;
On CMVM’s website at www.cmvm.pt;
On Offeror’s website at www.fidelidade.pt.
No other means of advertising have been used.
Both the Offeror and Fosun are subject to the rules set forth in Article 182 of the Portuguese
Securities Code or to similar rules, therefore the Target Company is also subject to the regime
established therein (target company’s powers limitation).
Additionally, the by-laws of the Target Company do not contain any provision concerning the rules
laid down in Article 182-A of the Portuguese Securities Code.
Pursuant to Article 138(1)(n) of the Portuguese Securities Code, the sale and purchase agreements
concerning the Shares to be transferred within the Competing Offer, to be entered into between the
Offeror and the holders of Shares that accept the Competing Offer shall be governed by Portuguese
law and any conflicts which may arise from said agreements shall be resolved by the Courts of
Lisbon.
The information contained in this Prospectus regarding ESS comes from and is based on public
information, which has not been independently appraised by the Offeror or the Financial
Intermediary. The Offeror, the Financial Intermediary and the members of the Board of
Directors of the Offeror are not aware of any events or circumstances indicating that any
statement contained herein, with reference to ESS, is not true or is materially misleading.
However, the Offeror, the Financial Intermediary and the members of the Board of Directors of
the Offeror do not make any representation concerning the accuracy and completeness of the
information contained herein concerning ESS. In addition the Offeror, the Financial
Intermediary and the members of the Board of Directors of the Offeror do not assume any
responsibility for the non-compliance by ESS of its obligation to disclose any events that may
have occurred by virtue of which the information contained herein and the information on
which the Offeror, the Financial Intermediary and the members of the Board of Directors of the
Offeror have considered, is inaccurate or misleading.
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This Prospectus is not a recommendation by the Offeror or by the Financial Intermediary nor is
an invitation to sell Shares to the Offeror or to the Financial Intermediary.
This Prospectus does not constitute an analysis of the Competing Offer’s quality or a
recommendation to sell Shares by the shareholders.
Any decision to sell shall be based on the information included in the Prospectus, considered as a
whole and shall be executed following the assessment of the Target Company and of the
Offeror’s economic and financial conditions, as well as of any other information regarding the
Target Company and the Offeror.
No sale decision shall be taken without a prior analysis made by the shareholder and his/her
advisors of the Prospectus as a whole document, even if the relevant information included in the
Prospectus is made by reference to other documents.
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ANNEX 1
Fosun International Limited has the following direct wholly owned subsidiaries
as platform companies:
- Fosun Assets Holdings Limited
- Shanghai Fosun High Technology (Group) Co., Ltd
- Fosun Financial Holdings Limited
- Fosun Gold Holdings Limited
- Fosun Property Holdings Limited
- Fosun Industrial Holdings Limited
- Fosun Management Holdings Limited
- Fosun Economic and Trading Limited (no subsidiary)
The subsidiaries of such holding companies are set out in the Appendix I to VII.
Appendix I
Companies held by Fosun Asset Holdings Limited
Direct Shareholder and Interest Held
Place of
Incorporation
Fosun Asset Holdings Limited 100%
Cayman Islands
Fosun Asset Holdings Limited 100%
Hong Kong
Fosun KZ Venture Management Co. Ltd.100%
Hong Kong
Fosun Asset Holdings Limited 60%
Cayman Islands
Fosun KZ Venture GP I Co. Ltd.
Fosun Asset Holdings Limited 60%
Cayman Islands
Kinzon Venture Team, L.P.
Fosun KZ Venture GP I Co. Ltd.(GP)
Cayman Islands
Fosun KZ Venture Partners I, L.P.
Fosun KZ Venture GP I Co. Ltd.(GP)
Cayman Islands
KZ Venture LP Limited
Fosun Asset Holdings Limited 100%
Cayman Islands
Company Name
Fosun
Asset
Management
(Cayman) Limited
Fosun Asset Management (Hong
Kong) Limited
KZ
Venture
Advisory
HK
Company Limited
Fosun KZ Venture Management
Co. Ltd.
1
Appendix II
Companies held by Shanghai Fosun High Technology (Group) Co., Ltd
Company Name
Shanghai Forte Land Co., Ltd.
Shanghai Forte Investment
Management Co.,Ltd.
Direct Shareholder and Interest Held
Shanghai Fosun High Technology
(Group) Co.,Ltd. 99.08%
Shanghai Forte Land Co., Ltd. 100%
Place of Incorporation
PRC
PRC
Shanghai Forte Investment
Development Co.,Ltd.
Shanghai Xinshihua Investment
Management Co.,Ltd.
Shanghai Fuyi Gardening Co.,Ltd.
Shanghai Forte Land Co., Ltd. 100%
PRC
Shanghai Forte Land Co., Ltd. 100%
PRC
Shanghai Forte Land Co., Ltd. 51%
PRC
Shanghai Fuming Property
Development Co.,Ltd.
Shanghai Fujin Property
Development Co.,Ltd.
Shanghai Guangxia Business
Consultation Co.,Ltd.
Shanghai Songting Forte Property
Development Co.,Ltd.
Shanghai Forte Fangsong
Property Development Co.,Ltd.
Shanghai Fuxin Property
Development Co.,Ltd.
Shanghai Forte Xinhe Property
Development Co.,Ltd.
Shanghai Dingfen Property
Development Operating Co.,Ltd.
Shanghai Jufeng Property
Development Co.,Ltd.
Shanghai Donghang Forte
Property Development Co.,Ltd.
Shanghai Gangrui Property
Development Co.,Ltd.
Shanghai Hugang Property
Development Co.,Ltd.
Shanghai Mushen Property
Development Co.,Ltd.
Shanghai Tengxing Property
Development Co.,Ltd.
Shanghai Fusheng Investment
Development Co.,Ltd.
Shanghai Shunfu Investment
Development Co.,Ltd.
Shanghai Fuxin Property
Development Co.,Ltd.
Shanghai Yihua Property
Development Co.,Ltd.
Shanghai Xincheng Property
Management Co.,Ltd.
Shanghai Fuyuan Construction
Management Co.,Ltd.
Shanghai Gaodi Asset Operation
Management Co.,Ltd.
Wuhan Forte Property
Development Co.,Ltd.
Jiangsu Shengtang Art Investment
Co.,Ltd.
Shanghai Forte Land Co., Ltd. 60%
PRC
Shanghai Forte Land Co., Ltd. 90%
PRC
Shanghai Forte Land Co., Ltd. 90%
PRC
Shanghai Forte Land Co., Ltd. 90%
PRC
Shanghai Forte Land Co., Ltd. 90%
PRC
Shanghai Forte Land Co., Ltd. 80%
PRC
Shanghai Forte Land Co., Ltd. 87.09%
PRC
Shanghai Forte Land Co., Ltd. 100%
PRC
Shanghai Forte Land Co., Ltd. 45%
PRC
Shanghai Forte Land Co., Ltd. 55%
PRC
Shanghai Forte Land Co., Ltd. 50%
PRC
Shanghai Forte Land Co., Ltd. 50%
PRC
Shanghai Forte Land Co., Ltd. 50%
PRC
Shanghai Forte Land Co., Ltd. 50%
PRC
Shanghai Forte Land Co., Ltd. 50%
PRC
Shanghai Forte Land Co., Ltd. 50%
PRC
Shanghai Forte Land Co., Ltd. 50%
PRC
Shanghai Forte Land Co., Ltd. 50%
PRC
Shanghai Yihua Property Development
Co.,Ltd. 40%
Shanghai Forte Land Co., Ltd. 90%
PRC
Shanghai Forte Land Co., Ltd. 100%
PRC
Shanghai Forte Land Co., Ltd. 60%
PRC
Shanghai Forte Land Co., Ltd. 70%
Shanghai Forte Investment Management
Co.,Ltd. 30%
2
PRC
PRC
Company Name
Direct Shareholder and Interest Held
Place of Incorporation
Beijing Forte Property
Development Co.,Ltd.
Shanghai Forte Land Co., Ltd. 80%
Shanghai Forte Investment Management
Co.,Ltd. 20%
Beijing Forte Property Development
Co.,Ltd. 90%
Beijing Forte Property Development
Co.,Ltd. 69%
Shanghai Forte Investment Management
Co.,Ltd. 13%
Beijing
Xidan
Jiahui
Property
Development Co.,Ltd. 40%
Beijing Forte Property Development
Co.,Ltd. 60%
Shanghai Forte Land Co., Ltd. 80%
Shanghai Forte Investment Management
Co.,Ltd. 20%
Shanghai Forte Land Co., Ltd. 50%
PRC
Shanghai Forte Land Co., Ltd. 95%
Shanghai Forte Investment Management
Co.,Ltd. 5%
Xian Forte Property Development
Co.,Ltd. 95%
Xian Forte Property Development
Co.,Ltd. 68%
Shanghai Forte Land Co., Ltd. 70%
PRC
Shanghai Forte Land Co., Ltd. 60%
Shanghai Forte Investment Management
Co.,Ltd. 15%
Zhejiang Forte Property Development
Co.,Ltd. 100%
Shanghai Forte Land Co., Ltd. 51%
Hangzhou
Fuman
Investment
Management Co.,Ltd. 49%
Shanghai Forte Land Co., Ltd. 51%
Hangzhou
Fubei
Investment
Management Co.,Ltd. 19%
Phoenix Prestige Limited 30%
Shanghai Forte Land Co., Ltd. 80%
PRC
Shanxi Forte Deyi Property Development
Co.,Ltd. 100%
Shanghai Forte Land Co., Ltd. 66%
PRC
Shanghai Forte Land Co., Ltd. 100%
PRC
Shanghai Forte Land Co., Ltd. 100%
PRC
Shanghai Forte Land Co., Ltd. 100%
PRC
Shanghai
Gaodi
Asset
Operation
Management Co.,Ltd. 88.75%
Shanghai
Gaodi
Asset
Operation
Management Co.,Ltd. 100%
Shanghai
Gaodi
Asset
Operation
Management Co.,Ltd. 100%
PRC
Tunzhou Forte Property
Investment Co.,Ltd.
Beijing Kangbao Property
Development Co.,Ltd.
Beijing Baihong Property
Development Co.,Ltd.
Beijing Xidan Jiahui Property
Development Co.,Ltd.
Wuxi Forte Property
Development Co.,Ltd.
Chongqing Runjiang Property
Co.,Ltd.
Xian Sanxin Property
Development Co.,Ltd.
Xian Forte Qiaoshang Property
Co.,Ltd.
Tianjin Shengang Property
Development Co.,Ltd.
Zhejiang Forte Property
Development Co.,Ltd.
Hangzhou Jibao Education
Consultancy Co.,Ltd.
Hangzhou Futuo Property Co.,Ltd.
Hangzhou Fumanda Property
Co.,Ltd.
Shanxi Forte Deyi Property
Development Co.,Ltd.
Shanxi Guoshi Property
Development Co.,Ltd.
Ningbo Forte Pearl Property
Co.,Ltd.
Changsha Forte Property
Development Co.,Ltd.
Chengdu Shangjin Property
Co.,Ltd.
Shanghai Gaodi Asset Operation
Management Co.,Ltd.
Shanghai Gaoyi Energy
Technology Co.,Ltd.
Shanghai Kangwei Property
Management Co.,Ltd.
Shanghai Gaodi Property
Management Co.,Ltd.
Shanghai Fuchuan Investment
Co,Ltd.
Chengdu Forte Pearl Property
Co.,Ltd.
Shanghai Forte Investment Management
Co.,Ltd. 51%
Shanghai
Fuchuan
Investment
Co,Ltd.66%
3
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
Company Name
Direct Shareholder and Interest Held
Shanghai Fuxian Investment
Co.,Ltd.
Shanghai
Fumai
Investment
Co.,Ltd.
Shanghai
Fujun
Investment
Co.,Ltd.
Shanghai Yihai Building Materials
Co.,Ltd.
Shanghai
Yizhong
Industrial
Co.,Ltd.
Shanghai Forte Investment Management
Co.,Ltd. 100%
Shanghai Forte Investment Management
Co.,Ltd. 100%
Shanghai Forte Investment Management
Co.,Ltd. 100%
Shanghai Forte Investment Management
Co.,Ltd. 100%
Shanghai Yihai Building Materials
Co.,Ltd.100%
Shanghai Yihai Building Materials
Co.,Ltd.100%
Shanghai Yihui Industrial Co.,Ltd.
Nanjing Fujiu Zijun Investment
Management Co.,Ltd.
Shanghai Forte Win-win Equity
Investment Management Co.,Ltd.
Shanghai Forte Yiyou Property
Development Co.,Ltd.
Shanghai Wenjia Investment
Center (LP)
Shanghai
Fubang
Xinye
Investment Center (LP)
Shanghai Yihui Industrial Co.,Ltd. 100%
Shanghai Forte Investment Management
Co.,Ltd.90%
Shanghai Forte Investment Management
Co.,Ltd. 60%
GP: Shanghai Forte Win-win Equity
Investment Management Co.,Ltd.
GP: Shanghai Forte Win-win Equity
Investment Management Co.,Ltd.
Place of Incorporation
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
Wuhu
Fubang
Xingsheng
Investment Center (LP)
GP: Shanghai Forte Win-win Equity
Investment Management Co.,Ltd.
PRC
Shanghai
Fubang
Investment Center (LP)
Xinyan
GP: Shanghai Forte Win-win Equity
Investment Management Co.,Ltd.
PRC
Shanghai
Fubang
Investment Center (LP)
Xinyao
GP: Shanghai Forte Win-win Equity
Investment Management Co.,Ltd.
PRC
Shanghai
Fubang
Investment Center (LP)
Xinyu
GP: Shanghai Forte Win-win Equity
Investment Management Co.,Ltd.
PRC
Forte
(Shanghai)
Management Co.,Ltd.
Asset
Shanghai Forte Investment Management
Co.,Ltd. 100%
PRC
Shanghai
Fubei
Investment
Management Co.,Ltd.
Shanghai Forte Investment Management
Co.,Ltd. 100%
PRC
Chengdu
Forte
Management Co.,Ltd.
Business
Forte (Shanghai) Asset Management
Co.,Ltd.100%
PRC
Management
Shanghai Forte Investment Management
Co.,Ltd.100%
PRC
Forte
Baofeng
Business
Investment
Management
(Shanghai) Co.,Ltd.
Shanghai Forte Investment Management
Co.,Ltd.100%
PRC
Shanghai
Puhui
Services Co.,Ltd.
Investment
Shanghai Forte Investment Management
Co.,Ltd.100%
PRC
Shanghai Fangxin Investment
Management Co.,Ltd.
Shanghai Forte Investment Management
Co.,Ltd.70%
PRC
Shanghai
Co.,Ltd.
Forte
Business
(Shanghai) Co.,Ltd.
Quecheng
Property
Shanghai Forte Investment Management
Co.,Ltd.100%
PRC
Shanghai Jingsheng
Development Co.,Ltd.
Property
Shanghai Forte Investment Management
Co.,Ltd.80%
PRC
Shanghai Forte Investment Management
Co.,Ltd. 100%
PRC
Shanghai Yihui Trading Co.,Ltd.
4
Company Name
Direct Shareholder and Interest Held
Place of Incorporation
Investment
Shanghai Forte Investment Management
Co.,Ltd. 40%
PRC
Shanghai Minguang
Development Co.,Ltd.
Property
Shanghai Forte Investment Management
Co.,Ltd. 51%
PRC
Shanghai
Fangxin
Management Co.,Ltd.
Asset
Shanghai Forte Investment Management
Co.,Ltd. 100%
PRC
Property
Shanghai Forte Investment Management
Co.,Ltd. 100%
PRC
Shanghai Forte Equity Investment
Co.,Ltd.
Shanghai Forte Investment Management
Co.,Ltd. 100%
PRC
Shanghai
Co.,Ltd.
Shanghai Forte
Co.,Ltd. 100%
PRC
Shanghai
Yudi
Consultancy Co.,Ltd.
Shang
Minxiang
Development Co.,Ltd.
Fuzhao
Investment
Equity
Investment
Chongqing Jieye Property Co.,Ltd.
Shanghai Fuzhao Investment Co.,Ltd.
PRC
Wuhan
Zhongbei
Development Co.,Ltd.
Property
Shanghai Forte Investment Management
Co.,Ltd. 70%
PRC
Nanjing
Runchang
Development Co.,Ltd.
Property
Shanghai Forte Investment Management
Co.,Ltd. 100%
PRC
Nanjing
Fucheng
Runguang
Investment Management Co.,Ltd.
Shanghai Forte Investment Management
Co.,Ltd. 100%
PRC
Nanjing
Co.,Ltd.
Nanjing Fucheng Runguang Investment
Management Co.,Ltd. 66%
PRC
Forte
Chongqing
Co.,Ltd.
Pearl Property
Langfu
Property
Shanghai Forte Investment Management
Co.,Ltd. 50%
PRC
Shanxi
Jianqin
Development Co.,Ltd.
Property
Shanghai Forte Investment Management
Co.,Ltd. 50%
PRC
Tianjin Hubin Plaza Property
Development Co.,Ltd.
Shanghai Forte Investment Management
Co.,Ltd. 55%
PRC
Tianjin
Fubin
Development Co.,Ltd.
Property
Shanghai Forte Investment Management
Co.,Ltd. 100%
PRC
Tianjin
Fugang
Development Co.,Ltd.
Property
Shanghai Forte Investment Management
Co.,Ltd. 55%
PRC
Zhejiang
Co.,Ltd.
Property
Shanghai Forte Investment Management
Co.,Ltd. 100%
PRC
Hangzhou Golden Chengpinwu
Property Co.,Ltd.
Shanghai Forte Investment Management
Co.,Ltd. 60%
PRC
Hangzhou Fuman Investment
Management Co.,Ltd.
Shanghai Forte Investment Management
Co.,Ltd. 100%
PRC
Hangzhou
Fubei
Investment
Management Co.,Ltd.
Shanghai Forte Investment Management
Co.,Ltd. 100%
PRC
Changchun
Zhaoji
Development Co.,Ltd.
Property
Shanghai Forte Investment Management
Co.,Ltd. 100%
PRC
Datong
Forte
Development Co.,Ltd.
Property
Shanghai Forte Investment Management
Co.,Ltd. 80%
Shanghai Fuxin Investment Co.,Ltd. 20%
PRC
Bocheng
5
Company Name
Direct Shareholder and Interest Held
Place of Incorporation
Dalian Forte Property Co.,Ltd.
Shanghai Forte Investment Management
Co.,Ltd. 100%
PRC
Ningbo
Co.,Ltd.
Shanghai Forte Investment Management
Co.,Ltd. 100%
PRC
Chengdu Forte Land Co.,Ltd.
Shanghai Forte Investment Management
Co.,Ltd. 100%
PRC
Sichuan
Forte
Huanglong
Property Development Co.,Ltd.
Shanghai Forte Investment Management
Co.,Ltd. 50%
PRC
Sichuan
Forte
Investment Co.,Ltd.
Huanglong
Shanghai Forte Investment Management
Co.,Ltd. 50%
PRC
Culture
Sichuan Forte Huanglong Investment
Co.,Ltd. 100%
PRC
Honghui
Property
Shanghai Forte Investment Management
Co.,Ltd. 50%
PRC
Sichuan
Wanrong
Development Co.,Ltd.
Property
Shanghai Forte Investment Management
Co.,Ltd. 50%
PRC
Chengdu Meijili Business Services
Co.,Ltd.
Shanghai Forte Investment Management
Co.,Ltd. 50%
PRC
Shanghai
Co.,Ltd.
Investment
Shanghai Forte Investment Development
Co.,Ltd. 100%
PRC
Property
Shanghai Yizhong Investment Co.,Ltd.
100%
PRC
Investment
Shanghai Forte Investment Development
Co.,Ltd. 100%
PRC
Shanghai Yian Investment Co.,Ltd.
Shanghai Forte Investment Development
Co.,Ltd. 100%
PRC
Chongqing Forte Zhide Property
Co.,Ltd.
Shanghai Yijing Investment Co.,Ltd. 80%
PRC
Hangzhou Fuxiang Investment
Management Co.,Ltd.
Shanghai Forte Investment Development
Co.,Ltd. 100%
PRC
Hangzhou
Fusu
Investment
Management Co.,Ltd.
Shanghai Forte Investment Development
Co.,Ltd. 100%
PRC
Shanghai Sakura Property Co.,Ltd.
Garden Plaza Capital SRL 100%
PRC
Wuxi Dijiu Property Co.,Ltd.
Total Year Limited 80%
PRC
Hangzhou Park Business Trading
Co.,Ltd.
UPPER FAME ENTERPRISES LIMITED
100％
PRC
Hangzhou Fuyao Investment
Management Co.,Ltd.
Hangzhou Park Business Trading Co.,Ltd.
100%
PRC
Hangzhou Fumao Business City
Co.,Ltd.
Hangzhou
Fuyao
Management Co.,Ltd.100%
PRC
Fuyang Furun Property Co.,Ltd.
SHINER WAY LIMITED100%
Zhongrui
Pengshan
Pengsu
Transmission Co.,Ltd.
Chengdu
Co.,Ltd.
Yizhong
Wuhan
Fujiang
Development Co.,Ltd.
Shanghai
Co.,Ltd.
Yijing
Investment
6
Investment
PRC
Company Name
Direct Shareholder and Interest Held
Chongqing Fuxin Property Co.,Ltd.
Far Energy Limited 100%
Chongqing Forte Golden Fleece
Property Co.,Ltd.
Golden Fleece Investment Limited 100%
China Alliance Properties Limited
Easley Investments Limited
Kaipo Investments Limited
Shiner Way Limited
Skysail Investments Limited
City Faith Properties Limited
Valiant Enterprises Limited
Zemindar Limited
Magic Castle Investments Limited
Wealthy
Smart
Enterprises
Limited
Profit Earner Limited
Marvel Profits Limited
Navarra Limited
Rathnew Limited
Total Year Limited
Calypso City Limited
Golden Fleece Investment Limited
Topflighter Limited
Trillion Full Investments Limited
Wide Lucky Enterprises Limited
Far Energy Limited
Upper Fame Enterprises Limited
Garden Plaza Capital SRL
Ivanhoe Forte Investments (HK)
Limited
Shanghai
Fosun
Industrial
Investment Co.,Ltd.
Shanghai
Fosun
Property
Management Co.,Ltd.
Zhejiang
Fosun
Business
Development Co.,Ltd.
Taizhou
Linhai
Investment
Co.,Ltd.
Nanjing Nangang Iron & Steel
United Co.,Ltd.
Nanjing Iron & Steel United
Co.,Ltd.
Shanghai
Xingyi
Pioneering
Investment Management Co.,Ltd.
Yadong
Yaxing
Chuangye
Investment Management Co.,Ltd.
Nanjing Iron & Steel Co., Ltd.
Zhangjiagang Tax Reservation
Area Huida Industrial Co.,Ltd.
Zhangjiagang Tax Reservation
Area Huida Storage Co.,Ltd.
Jiangsu
Jinyue
Information
Technology Co.,Ltd.
Place of Incorporation
Shanghai Forte Land Co., Ltd. 100%
China Alliance Properties Limited 100%
China Alliance Properties Limited 100%
Kaipo Investments Limited 50%
China Alliance Properties Limited 100%
China Alliance Properties Limited 100%
China Alliance Properties Limited 100%
China Alliance Properties Limited 100%
China Alliance Properties Limited 100%
Hong Kong
Hong Kong
Hong Kong
Hong Kong
Hong Kong
Hong Kong
Hong Kong
Hong Kong
Hong Kong
Magic Castle Investments Limited 50%
Hong Kong
China Alliance Properties Limited 100%
China Alliance Properties Limited 100%
Marvel Profits Limited 100%
China Alliance Properties Limited 100%
Rathnew Limited 100%
China Alliance Properties Limited 100%
China Alliance Properties Limited 100%
China Alliance Properties Limited 100%
Topflighter Limited 44.44%
China Alliance Properties Limited 100%
Calypso City Limited 100%
Profit Earner Limited 100%
Skysail Investments Limited 100％
Hong Kong
Hong Kong
Hong Kong
Hong Kong
Hong Kong
Hong Kong
Hong Kong
British Virgin Islands
British Virgin Islands
Hong Kong
Hong Kong
Hong Kong
Barbados
Navarra Limited 80%
Hong Kong
Shanghai Fosun High Technology
(Group) Co.,Ltd. 100%
Shanghai Fosun High Technology
(Group) Co.,Ltd. 100%
Shanghai Fosun High Technology
(Group) Co.,Ltd. 100%
Shanghai Fosun High Technology
(Group) Co.,Ltd. 100%
Shanghai Fosun High Technology
(Group) Co.,Ltd. 30%
Shanghai Fosun Industrial Investment
Co.,Ltd. 20%
Shanghai Fosun Industrial Technology
Development Co., Ltd. 10%
Nanjing Nangang Iron & Steel United
Co.,Ltd.100%
Nanjing Nangang Iron & Steel United
Co.,Ltd.100%
Nanjing Nangang Iron & Steel United
Co.,Ltd.100%
Nanjing Nangang Iron & Steel United
Co.,Ltd. 56.53%
Nanjing
Iron
&
Steel
United
Co.,Ltd.27.26%
Nanjing Iron & Steel United Co.,Ltd.
100%
Zhangjiagang Tax Reservation Area
Huida Industrial Co.,Ltd. 95%
Nanjing Iron & Steel United Co.,Ltd.
100%
7
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
Company Name
Jiangsu Nangang Basketball Club
Co.,Ltd.
Anhui East Calcium Industry
Co.,Ltd.
Nanjing Iron & Steel Industry
Development Co.,Ltd.
Nanjing Xinhuan Investment
Co.,Ltd.
Nanjing Nangang Jinte Co.,Ltd.
Chongqing
Nangang
Steel
Materials Sales Co.,Ltd.
Nanjing Steel Group Distribution
Co.,Ltd.
Ningbo Nangang Steel Sales
Co.,Ltd.
Hangzhou Nangang Steel Sales
Co.,Ltd.
Nantong Nangang Steel Sales
Co.,Ltd.
Wuxi Nangang Jinxin Steel Sales
Co.,Ltd.
Shanghai Nangang Goods &
Materials Sales Co.,Ltd.
Shanghai Jinyanda Steel Sales
Co.,Ltd.
Shanghai Zhixin Steel Sales
Co.,Ltd.
Beijing Nangang Jinyi Trading
Co.,Ltd.
Beijing Nangang Steel Sales
Co.,Ltd.
Anhui Nangang Steel Sales Co.,Ltd.
Nanjing Xinlong Steel Sales
Co.,Ltd.
Nanjing Nangang Jinmao Goods &
Materials Co.,Ltd.
Jiangsu Nangang Steel Material
Trading Co.,Ltd.
Jiangsu Nangang Steel Material
Processing
and
Distribution
Co.,Ltd.
Nanjing Iron & Steel Group
International Trading Co.,Ltd
Ningbo Tax Reservation Xinning
International Trading Co.,Ltd.
Nanjing
Dingkun
Vehicles
Maintainence Service Co.,Ltd.
Suqian Jintong Port Co.,Ltd.
Suqian Nangang
Rolling Co.,Ltd.
Jinxin
Steel
Suqian Nangang Jinxin Iron &
Steel Co.,Ltd.
Nanjing Nangang Jiahua New
Building Material Co.,Ltd.
Jiangsu
Jinheng
Information
Technology Co.,Ltd.
Nanjing
Xinyuan
Bidding
Consultation Co.,Ltd.
Nanjing Jinhan Environmental
Direct Shareholder and Interest Held
Place of Incorporation
Nanjing Iron & Steel United Co.,Ltd.70%
PRC
Nanjing Iron & Steel United Co.,Ltd. 51%
PRC
Nanjing Iron & Steel Co., Ltd. 100%
PRC
Nanjing Iron & Steel Co., Ltd.81.25%
PRC
Nanjing Iron & Steel Co., Ltd. 100%
PRC
Nanjing Iron & Steel Co., Ltd.100%
PRC
Nanjing Iron & Steel Co., Ltd.100%
PRC
Nanjing Iron & Steel Co., Ltd.100%
PRC
Nanjing Iron & Steel Co., Ltd.90%
PRC
Nanjing Iron & Steel Co., Ltd.100%
PRC
Nanjing Iron & Steel Co., Ltd.100%
PRC
Nanjing Iron & Steel Co., Ltd.100%
PRC
Nanjing Iron & Steel Co., Ltd.100%
PRC
Nanjing Iron & Steel Co., Ltd.100%
PRC
Nanjing Iron & Steel Co., Ltd.100%
PRC
Nanjing Iron & Steel Co., Ltd.100%
PRC
Nanjing Iron & Steel Co., Ltd.100%
PRC
Nanjing Iron & Steel Co., Ltd.100%
PRC
Nanjing Iron & Steel Industry
Development Co.,Ltd. 100%
Nanjing Nangang Jinmao Goods &
Materials Co.,Ltd. 100%
Nanjing Nangang Jinmao
Materials Co.,Ltd. 100%
Goods
&
Nanjing Iron & Steel Industry
Development Co.,Ltd.100%
Nanjing Iron & Steel Group International
Trading Co.,Ltd 100%
Nanjing Iron & Steel Industry
Development Co.,Ltd.100%
Nanjing Iron & Steel Industry
Development Co.,Ltd.100%
Nanjing Iron & Steel Industry
Development Co.,Ltd.100%73.05%
Hong Kong Jinteng International
Company Limited 25%
Nanjing Iron & Steel Industry
Development Co.,Ltd.100%
Nanjing Iron & Steel Industry
Development Co.,Ltd.50%
Nanjing Iron & Steel Industry
Development Co.,Ltd.100%
Nanjing Iron & Steel Industry
Development Co.,Ltd.100%
Nanjing Iron & Steel Industry
8
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
Company Name
Direct Shareholder and Interest Held
Protection Technology Co.,Ltd.
Development Co.,Ltd.100%
Nanjing Iron & Steel Industry
Development Co.,Ltd.100%
Nanjing Iron & Steel Industry
Development Co.,Ltd.100%
Nanjing Iron & Steel Limited 75%
Hong Kong Jinteng International
Company Limited 25%
Hong Kong Jinteng International
Company Limited 51%
Nanjing Iron & Steel Industry
Development Co.,Ltd. 49%
Nanjing Iron & Steel Co.,Ltd.
Hong Kong Jinteng International
Company Limited
Nanjing Jinteng Iron & Steel
Co.,Ltd.
Anhui Jin’an Mining Co., Ltd.
Huoqiu
Hengji
Cementing
Material Co.,Ltd.
Huoqiu Hengji New Wall Material
Co.,Ltd.
Place of Incorporation
PRC
HK
PRC
PRC
Anhui Jin’an Mining Co., Ltd.100%
PRC
Anhui Jin’an Mining Co., Ltd.100%
PRC
Shanghai Fosun Pharmaceutical
(Group) Co., Ltd.
Nanjing Iron & Steel Group International
Trading Co.,Ltd 90%
Hong Kong Jinteng International
Company Limited 10%
Nanjing Iron & Steel Group International
Trading Co.,Ltd 90%
Hong Kong Jinteng International
Company Limited 10%
Hong Kong Jinteng International
Company Limited 100%
Shanghai Fosun High Technology
(Group) Co.,Ltd. 82%
Nanjing Steel United Co.,Ltd. 9%
Shanghai Fosun Pharmaceutical (Group)
Co., Ltd. 9%
Shanghai Fosun High Technology
(Group) Co.,Ltd. 39.83%
Shanghai
Fosun
Pingyao
Investment Management Co.,Ltd.
Shanghai Fosun Pharmaceutical (Group)
Co., Ltd. 100%
PRC
Shanghai Fosun Pharmaceutical
Industrial Development Co.,Ltd.
Shanghai Fosun Pharmaceutical (Group)
Co., Ltd. 100%
PRC
Shanghai Fosun Changzheng
Medical Science Co.,Ltd.
Shanghai Fosun Pharmaceutical (Group)
Co., Ltd. 100%
PRC
Shanghai
Yicheng
Hospital
Investment Management Co.,Ltd.
Shanghai Fosun Pharmaceutical (Group)
Co., Ltd. 100%
PRC
Shanghai
Fosun
Pharmaceutical
Investment Co.,Ltd.
Shanghai Fosun Pharmaceutical (Group)
Co., Ltd. 96%
PRC
Hunan Dongting Pharmaceutical
Co.,Ltd.
Shanghai Fosun Pharmaceutical (Group)
Co., Ltd. 77.78%
PRC
Sinopharm Group Co. Ltd.
Sinopharm
Industrial
Co.,Ltd. 61.19%
PRC
Nanjing Iron & Steel India Co.,Ltd.
Nanjing Iron & Steel Malaysia
Co.,Ltd.
Singapore Jinteng International
Co.,Ltd.
Shanghai Fosun High Technology
Group Finance Co.,Ltd.
Chemistry
Pioneering
Investment
India
Malaysia
Singapore
PRC
PRC
Fosun Industrial Co., Limited 74%
Shanghai Fosun Pharmaceutical (Group)
Co., Ltd. 1%
PRC
Chindex Medical Limited
Ample Up Limited 70%
HK
Shanghai Innovative Technology
Co.,Ltd.
Chindex Export Limited 100%
PRC
Dalian
Yalifeng
Pharmaceutical Co.,Ltd.
Biologic
9
Company Name
Direct Shareholder and Interest Held
Place of Incorporation
Guilin South Pharma Company
Limited
Shanghai
Fosun
Pharmaceutical
Industrial Development Co.,Ltd. 95.05%
PRC
Handan Pharmacy Co.,Ltd.
Shanghai
Fosun
Pharmaceutical
Industrial Development Co.,Ltd. 60.68%
PRC
Shine Star (Hubei) Biological
Engineering Company Limited
Shanghai
Fosun
Pharmaceutical
Industrial Development Co.,Ltd. 51%
PRC
Jiangsu
Wanbang
Biopharmaceutical Co., Ltd.
Shanghai
Fosun
Pharmaceutical
Industrial Development Co.,Ltd.95.20%
PRC
Jinzhou Aohong Pharmaceutical
Company Limited
Shanghai
Fosun
Pharmaceutical
Industrial Development Co.,Ltd. 93%
PRC
Shanghai Zhaohui Pharmaceutical
Co.,Ltd.
Shanghai
Fosun
Pharmaceutical
Industrial Development Co.,Ltd. 100%
PRC
Shanghai Fukun Pharmaceutical
Technology Development Co.,Ltd.
Shanghai
Fosun
Pharmaceutical
Industrial Development Co.,Ltd.100%
PRC
Shanghai Fusheng Pharmaceutical
Technology Development Co.,Ltd.
Shanghai
Fosun
Pharmaceutical
Industrial Development Co.,Ltd.100%
PRC
Shanghai Fosun
Research Co.,Ltd.
Drug
Shanghai
Fosun
Pharmaceutical
Industrial Development Co.,Ltd.100%
PRC
Shanghai Clone Biological High
Technology Co.,Ltd.
Shanghai
Fosun
Pharmaceutical
Industrial Development Co.,Ltd.100%
PRC
Shanghai Qiguang Investment
Management Co.,Ltd.
Shanghai
Fosun
Pharmaceutical
Industrial Development Co.,Ltd.100%
PRC
Shenyang
Red
Pharmaceutical Co.,Ltd.
Flag
Shanghai
Fosun
Pharmaceutical
Industrial Development Co.,Ltd.100%
PRC
Chongqing Yao Pharmaceutical
Company Limited
Shanghai
Fosun
Pharmaceutical
Industrial Development Co.,Ltd. 51%
PRC
Chongqing
Pharmaceutical
Research Institute Co., Ltd.
Shanghai
Industrial
56.89%
PRC
Chongqing Kailin Pharmaceutical
Co.,Ltd.
Chongqing Yao Pharmaceutical Company
Limited 100%
PRC
Shanghai
Fuhong
Hanlin
Biological Technology Co.,Ltd.
Shanghai Fosun New Drug Research
Co.,Ltd. 77.68%
PRC
Chongqing
Fochon
Pharmaceutical Research Co., Ltd
Shanghai Fosun New Drug Research
Co.,Ltd. 50%
Jiangsu Wanbang Biopharmaceutical Co.,
Ltd. 10%
Chongqing Pharmaceutical Research
Institute Co., Ltd. 10%
PRC
Jiangsu Huanghe Pharmaceutical
Company Limited
Jiangsu Wanbang Biopharmaceutical Co.,
Ltd. 51%
PRC
Beijing
Golden
Elephant
Pharmacy
Medicine
Chain
Company Limited
Shanghai Fosun Pharmaceutical (Group)
Co., Ltd. 55%
Beijing
Golden
Elephant
Fosun
Pharmaceutical Co.,Ltd. 42.63%
PRC
Beijing Golden Elephant Fosun
Pharmaceutical Co.,Ltd.
Shanghai Fosun Pharmaceutical (Group)
Co., Ltd. 50%
PRC
New
Fosun
Pharmaceutical
Development
Co.,Ltd.
10
Company Name
Direct Shareholder and Interest Held
Place of Incorporation
Shanghai For Me Yixing Pharmacy
Chain-Store Company Limited
Shanghai Fosun Pharmaceutical (Group)
Co., Ltd. 92%
Shanghai Fosun Pharmaceutical Co.,Ltd.
8%
PRC
Shanghai Fosun Pharmaceutical
Co.,Ltd.
Shanghai Fosun Pharmaceutical (Group)
Co., Ltd. 97%
PRC
Shanghai
Xingbai
Technology Co.,Ltd.
Shanghai Fosun Changzheng Medical
Science Co.,Ltd. 75%
PRC
Shanghai
Longsha
Fosun
Pharmaceutical
Technology
Development Co.,Ltd.
Shanghai
Fosun
Pharmaceutical
Industrial Development Co.,Ltd.50%
PRC
Shanghai Xingyao Pharmaceutical
Technology Development Co.,Ltd.
Shanghai Fosun Changzheng Medical
Science Co.,Ltd.100%
PRC
Yaneng Biological
(Shenzhen) Co.,Ltd.
Shanghai Fosun Changzheng Medical
Science Co.,Ltd. 50.11%
PRC
Anhui Jimin Cancer Hospital
Shanghai Yicheng Hospital Investment
Management Co.,Ltd. 70%
PRC
Suqian Zhongwu Hospital Co., Ltd.
Shanghai Yicheng Hospital Investment
Management Co.,Ltd. 55%
PRC
Yueyang
Guangji
Company Limited
Hospital
Shanghai Yicheng Hospital Investment
Management Co.,Ltd. 55%
PRC
Foshan
Chancheng
Central
Hospital Company Limited
Shanghai Yicheng Hospital Investment
Management Co.,Ltd. 60%
PRC
Guangzhou
Nanyang
Hospital Co, Ltd.
Shanghai Yicheng Hospital Investment
Management Co.,Ltd. 50%
PRC
Biological
Technology
Cancer
Fosun Industrial Co., Limited
Ample Up Limited
Chindex Medical Limited
Chindex Export Limited
Chindex Export Medical Products
LLC
Chindex Asia Holdings
Chindex China-Exprot Gmbh
Chindex Hong Kong Limited
Guilin Pharma Western Africa Co.,
Ltd
Guilin
Pharma
Afrique
Francophone
FOSIUM Innovations (HK) Co.,
Limited
Sisram Medical Limited
Alma Lasers Ltd.
Alma Lasers Inc.
Alma Laser GmbH
Alma Lasers AT GmbH
Guilin Pharmaceuticals Nigeria
Limited
Guilin Pharmaceutical（Ghana）
Limited
Miacom Diagnostics Inc.
Shanghai Fosun Health Industry
Shanghai Fosun Pharmaceutical (Group)
Co., Ltd. 100%
Fosun Industrial Co., Limited 67.53%；
Shanghai Fosun Pharmaceutical (Group)
Co., Ltd.32.47%
Ample Up Limited 70%
Chindex Mecdical Limited 100%
Hong Kong
Hong Kong
Hong Kong
British Virgin Islands
Chindex Export Limited 100%
America
Chindex Exprot Limited 100%
Chindex Exprot Limited 100%
Chindex Export Limited 100%
Mauritius
Germnay
Hong Kong
Shanghai Guilin Pharma Co., Ltd 95%
Hong Kong
Guilin Pharma Western Africa Co., Ltd
100%
Cote d'Ivoire
Fosun Industrial Co., Limited 51%
Hong Kong
Ample Up Limited 30.03%
Chindex Medical Limited 36.17%
SISRAM MEDICAL LTD., 95.16%
Alma Lasers Ltd.100%
Alma Lasers Ltd.100%
Alma Lasers GmbH.100%
Shanghai Guilin Pharma Co., Ltd 70%
Guilin Pharmaceutical（Ghana） Limited
100%
miacom Diagnostics GmbH 100%
Shanghai Fosun High Technology
11
Israel
Israel
America
Germany
Austria
Nigeria
Ghana
America
PRC
Company Name
Direct Shareholder and Interest Held
Holdings Co.,Ltd.
Shanghai
Fosun
Industrial
Technology Development Co., Ltd.
Shanghai
Fosun
Pioneering
Investment Management Co.,Ltd.
Shanghai
Pingju
Investment
Management Co.,Ltd.
Shanghai Pingtao Investment
Management Co.,Ltd.
Shanghai Pingao Investment
Management Co.,Ltd.
(Group) Co.,Ltd. 100%
Shanghai Fosun Industrial Investment
Co.,Ltd. 100%
Shanghai Fosun Industrial Investment
Co.,Ltd. 100%
Shanghai Fosun Industrial Investment
Co.,Ltd. 100%
Shanghai Fosun Industrial Investment
Co.,Ltd. 100%
Shanghai Fosun Industrial Investment
Co.,Ltd. 100%
Shanghai Fosun Industrial Investment
Co.,Ltd. 30％
Hainan Fosun Mining Co.,Ltd. 30％
Shanghai Fosun Industrial Investment
Co.,Ltd. 70%
Shanghai Fosun Industrial Investment
Co.,Ltd. 100%
Shanghai Fosun Industrial Investment
Co.,Ltd. 50%
GP: Fosun Carlye (Shanghai) Equity
Investment Management Co.,Ltd.
Shanghai Fosun Industrial Investment
Co.,Ltd. 40%
Shanghai Fosun High Technology
(Group) Co.,Ltd.20%
Hainan Fuxin Titanium industry
Co.,Ltd.
Shanghai Fosun Kunzhong Equity
Investment Management Co.,Ltd.
Yadong
Beichen
Investment
Management Co.,Ltd.
Fosun Carlye (Shanghai) Equity
Investment Management Co.,Ltd.
Fosun-Carlye (Shanghai) Equity
Investment Fund L.P.
Hainan Mining Co.,Ltd.
Hainan Haikuang International
Trading Co.,Ltd.
Shanghai
Xinqing
Industrial
Development Co.,Ltd.
Changjiang
Xinda
Industrial
Co.,Ltd.
Changjiang Mining Construction
Engineer Quality Control Service
Co.,Ltd.
Hainan Changxin Cobalt Industry
Co.,Ltd.
Changjiang
Hainan
Mining
Vehicles Detection Service Co.,Ltd.
Shanghai Fosun Desheng Equity
Investment Management Co.,Ltd.
Shanghai
Fosun
Capital
Investment Management Co.,Ltd.
Pramerica Fosun Life Insurance
Co., Ltd.
Shanghai
Fosun
Weishi
Investment Management Co.,Ltd.
Shanghai Fosun Weishi Equity
Investment
Management
Partnership
(Limited
Partnership)
Shanghai
Weiyi
Investment
Management Co.,Ltd.
Shanghai Fosun Weishi Phase I
Equity
Investment
Fund
Partnership (L.P.)
Shanghai Fosun Capital Equity
Investment Fund Partnership
(L.P.)
Shanghai
Xingyi
Health
Management Co.,Ltd.
Shanghai Pingrun Investment
Place of Incorporation
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
Hainan Mining Co., Ltd. 100%
PRC
Hainan Mining Co., Ltd. 100%
PRC
Hainan Mining Co., Ltd. 100%
PRC
Hainan Mining Co., Ltd. 100%
PRC
Hainan Mining Co., Ltd. 100%
PRC
Hainan Mining Co., Ltd. 100%
PRC
Shanghai Fosun Industrial
Co.,Ltd. 100%
Shanghai Fosun Industrial
Co.,Ltd.100%
Shanghai Fosun Industrial
Development Co., Ltd. 50%
Shanghai Fosun Capital
Management Co.,Ltd.75％
Shanghai Fosun Capital
Management Co.,Ltd.75％
Investment
Investment
Technology
Investment
Investment
PRC
PRC
PRC
PRC
PRC
Shanghai Fosun Capital Investment
Management Co.,Ltd. 100％
PRC
GP: Shanghai Fosun Weishi Investment
Management Co.,Ltd.
PRC
GP：Shanghai Fosun Capital Investment
Management Co.,Ltd.
PRC
Shanghai
Fosun
Health
Holdings Co.,Ltd. 100%
Shanghai
Fosun
Health
12
Industry
Industry
PRC
PRC
Company Name
Direct Shareholder and Interest Held
Management Co.,Ltd.
Tibet
Fosun
Investment
Management Co.,Ltd.
Shanghai Fosun Chuanghong
Equity
Investment
Fund
Partnership (L.P.)
Shanghai Xiuping Investment
Management Co.,Ltd.
Shanghai
Fosun
Mining
Investment Management Co.,Ltd.
Zunyi Century Coloured Metals
Co.,Ltd
Shanghai Fosun Purun Equity
Investment Partnership(Limited
Partnership)
Shanghai Star Capital Investment
Co.,Ltd.
Shanghai Xinghong Investment
Holdings Co.,Ltd.
Fosun
Liyuan
Business
Investment
Management
(Shanghai) Co.,Ltd.
Shanghai
Xingyi
Investment
Co.,Ltd.
Starcastle
Senior
Living
Corporation
Starcastle (Shanghai) Investment
Consulting Co.,Ltd.
Starcastle (Shanghai) Health
Management Co.,Ltd.
Shanghai
Fuyi
Artworks
Investment Co.,Ltd.
Shanghai Resource Property
Consultancy Co., Ltd.
Shanghai
Yuyuan
Business
Tourism Industrial Investment
Management Co.,Ltd.
Shanghai
Qijin
Investment
Management Co.,Ltd.
Shanghai Haizhimen Property
Investment Management Co.,Ltd.
Shanghai
Xingjing
Equity
Investment Co.,Ltd.
Holdings Co.,Ltd. 100%
Shanghai Fosun Pioneering Investment
Management Co.,Ltd.100%
Shanghai Yihua Industrial Ltd
Shanghai Hengyi Industrial Ltd
Shanghai Jiatou Industrial Ltd
Shanghai Star Capital Equity
Investment Management Co.,Ltd.
Shanghai Star Capital Equity
Investment
Center
(Limited
Partnership)
Shanghai
Xingren
Equity
Investment Management Co.,Ltd.
Shanghai
Xingren
Equity
Investment
Center
(Limited
Partnership)
Shanghai
Xinghan
Equity
Investment
Center
(Limited
Partnership)
GP:
Tibet
Fosun
Management Co.,Ltd.
Investment
Shanghai Fosun Pioneering Investment
Management Co.,Ltd.100%
Shanghai Fosun Pioneering Investment
Management Co.,Ltd.100%
Shanghai Fosun Mining Investment
Management Co.,Ltd. 55%
LP:
Shanghai
Fosun
Pioneering
Investment Management Co.,Ltd.99%
Zhejiang Fosun Business Development
Co.,Ltd. 61.22%
Zhejiang Fosun Business Development
Co.,Ltd.100%
Zhejiang Fosun Business Development
Co.,Ltd. 90%
Zhejiang Fosun
Co.,Ltd. 70%
Zhejiang Fosun
Co.,Ltd. 50%
Zhejiang Fosun
Co.,Ltd. 50%
Zhejiang Fosun
Co.,Ltd. 50%
Zhejiang Fosun
Co.,Ltd. 100%
Zhejiang Fosun
Co.,Ltd. 90%
Business Development
Business Development
Business Development
Business Development
Business Development
Business Development
Zhejiang Fosun Business Development
Co.,Ltd. 84%
Zhejiang Fosun Business Development
Co.,Ltd. 100%
Zhejiang Fosun Business Development
Co.,Ltd. 50%
Zhejiang Fosun Business Development
Co.,Ltd. 95%
Zhejiang Fosun Business Development
Co.,Ltd. 50%
Zhejiang Fosun Business Development
Co.,Ltd. 50%
Zhejiang Fosun Business Development
Co.,Ltd. 50%
Shanghai Star Capital Investment Co.,Ltd.
100%
Place of Incorporation
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
GP ： Shanghai Star Capital Equity
Investment Management Co.,Ltd.
PRC
Shanghai Star Capital Investment Co.,Ltd.
100%
PRC
GP：Shanghai Star-ren Equity Investment
Management Co.,Ltd.
PRC
GP：Shanghai Star-ren Equity Investment
Management Co.,Ltd.
PRC
13
Company Name
Shanghai
Xingheng
Equity
Investment Fund Management
Co.,Ltd.
Shanghai
Xingwang
Equity
Investment Fund Management
Co.,Ltd.
Shanghai Star Capital Properties
Development
Management
Co.,Ltd.
Star Capital (Wuhu) Equity
Investment Fund Management
Co.,Ltd.
Wuhu
Star
Capital
Equity
Investment
Center
(Limited
Partnership)
Wuhu
Xingwang
Equity
Investment
Center
(Limited
Partnership)
Wuhu
Xingheng
Equity
Investment
Center
(Limited
Partnership)
Wuhu Xingyao Equity Investment
Center (Limited Partnership)
Anji
Star
Capital
Equity
Investment Management Co.,Ltd.
Huzhou
Xingyao
Equity
Investment Partnership (Limited
Partnership)
Shanghai
Xingwei
Equity
Investment Management Co.,Ltd.
Shanghai
Xingwei
Equity
Investment
Center
(Limited
Partnership)
Shanghai
Xinglv
Equity
Investment Management Co.,Ltd.
Shanghai
Xinglv
Equity
Investment
Center
(Limited
Partnership)
Shanghai Star Capital Business
Management Co.,Ltd.
Nantong Star Capital Business
Management Co.,Ltd.
Shanghai
Xinghong
Equity
Investment Management Co.,Ltd.
Shanghai Xinghong Phase I Equity
Investment Fund Partnership
(Limited Partnership)
Chengdu Xinghong Investment
Co.,Ltd.
Sichuan
Guangyuan
Cangxi
Xinghong Business and Trading
Development Co.,Ltd.
Sichuan
Guangyuan
Cangxi
Xinghong
Meihao
Plaza
Investment Co.,Ltd.
Shanxi Ankang Xinghong Business
and Trading Development Co.,Ltd.
Shanxi Ankang Xinghong Tianmao
City Development Co.,Ltd.
Cangsu Business Investment
Management (Suzhou) Co.,Ltd.
Wuhu Xingyi Equity Investment
Direct Shareholder and Interest Held
Place of Incorporation
Shanghai Star Capital Investment Co.,Ltd.
100%
PRC
Shanghai Star Capital Investment Co.,Ltd.
100%
PRC
Shanghai Star Capital Investment Co.,Ltd.
100%
PRC
Shanghai Star Capital Investment Co.,Ltd.
100%
PRC
GP ： Star Capital (Wuhu) Equity
Investment Fund Management Co.,Ltd.
PRC
GP ： Star Capital (Wuhu) Equity
Investment Fund Management Co.,Ltd.
PRC
GP ： Star Capital (Wuhu) Equity
Investment Fund Management Co.,Ltd.
PRC
GP ： Star Capital (Wuhu) Equity
Investment Fund Management Co.,Ltd.
Shanghai Star Capital Investment Co.,Ltd.
100%
PRC
PRC
GP：Anji Star Capital Equity Investment
Management Co.,Ltd.
PRC
Shanghai Star Capital Investment Co.,Ltd.
100%
PRC
GP：Shanghai Xingwei Equity Investment
Management Co.,Ltd.
PRC
Shanghai Star Capital Investment Co.,Ltd.
100%
PRC
GP：Shanghai Xinglv Equity Investment
Management Co.,Ltd.
PRC
Shanghai Star Capital Investment Co.,Ltd.
100%
Shanghai
Star
Capital
Business
Management Co.,Ltd.100%
Shanghai Xinghong Investment Holdings
Co.,Ltd. 100%
PRC
PRC
PRC
GP ： Shanghai Xinghong Equity
Investment Management Co.,Ltd.
PRC
Shanghai Xinghong Investment Holdings
Co.,Ltd.70%
PRC
Chengdu Xinghong Investment Co.,Ltd.
100%
PRC
Sichuan Guangyuan Cangxi Xinghong
Business and Trading Development
Co.,Ltd.100%
Chengdu
Xinghong
Investment
Co.,Ltd.100%
Shanxi Ankang Xinghong Business and
Trading Development Co.,Ltd.100%
Fosun Liyuan Business Investment
Management (Shanghai) Co.,Ltd.70%
Shanghai Xingyi Investment Co.,Ltd.
14
PRC
PRC
PRC
PRC
PRC
Company Name
Direct Shareholder and Interest Held
Management Co.,Ltd.
Shanghai Xingyi Property Broker
Co.,Ltd.
Shanghai Xingyi Ruiying Business
Management Co.,Ltd.
Wuhu Xingyi Ruiying Business
Management Co.,Ltd.
Yantai Xingyi Ruiying Business
Management Co.,Ltd.
Shanghai Resource Property
Broker Co., Ltd.
Shanghai Resource Property
Marketing Planning Co., Ltd.
Shanghai
Fujie
Decorating
Engineering Co., Ltd.
Wuhan Resource Property Broker
Co., Ltd.
Nanjing
Resource
Property
Broker Co., Ltd.
Wuxi
Resource
Property
Consultancy Co., Ltd.
Chongqing
Cetong
Property
Broker Co., Ltd.
Suzhou Cetong Property Broker
Co., Ltd.
Hangzhou Cexing Property Broker
Co., Ltd.
Tianjin Resource Property Broker
Co., Ltd.
Changsha Cetong Property Broker
Co., Ltd.
Chengdu
Zhisheng
Resource
Property Broker Co., Ltd.
Xian Resource Property Broker
Co., Ltd.
Shanghai Resource Xing Housing
Broker Co.,Ltd.
Shanghai Resource Advertising
Co.,Ltd.
Shanghai
Yuanli
Investment
Management Co.,Ltd.
Shanghai Resource Property
Investment Co.,Ltd.
Shanghai Zhisheng Resource
Property Broker Co.,Ltd.
100%
Shanghai Xingyi Investment Co.,Ltd.
100%
Shanghai Xingyi Investment Co.,Ltd.
100%
Shanghai Xingyi Ruiying Business
Management Co.,Ltd.100%
Shanghai Xingyi Ruiying Business
Management Co.,Ltd.100%
Shanghai
Resource
Property
Consultancy Co., Ltd.100%
Shanghai Resource Property Broker Co.,
Ltd.100%
Shanghai Resource Property Broker Co.,
Ltd.70%
Shanghai Resource Property Broker Co.,
Ltd.100%
Shanghai Resource Property Broker Co.,
Ltd.100%
Shanghai Resource Property Broker Co.,
Ltd.100%
Shanghai Resource Property Broker Co.,
Ltd.100%
Shanghai Resource Property Broker Co.,
Ltd.51%
Shanghai Resource Property Broker Co.,
Ltd.100%
Shanghai Resource Property Broker Co.,
Ltd.100%
Shanghai Resource Property Broker Co.,
Ltd.100%
Shanghai Resource Property Broker Co.,
Ltd.100%
Shanghai Resource Property Broker Co.,
Ltd.100%
Shanghai
Resource
Property
Consultancy Co., Ltd.100%
Shanghai
Resource
Property
Consultancy Co., Ltd.100%
Shanghai
Resource
Property
Consultancy Co., Ltd.100%
Shanghai
Resource
Property
Consultancy Co., Ltd.100%
Shanghai
Resource
Property
Consultancy Co., Ltd.100%
Shanghai Yuyuan Business Tourism
Industrial Investment Management
Co.,Ltd. 100%
Shanghai Qijin Investment Management
Co.,Ltd. 100%
Shanghai
Xingyu
Chuanghui
Investment Management Co., Ltd.
Hainan Atlantis Business Tourism
Development Co.,Ltd.
Shanghai
Zendai
Bund
International Finance Services
Center Properties Co.,Ltd.
Wuhu Xingyan Properties Co.,Ltd.
Yantai Xingyi Investment Co.,Ltd.
Yantai Xingyi Properties Co.,Ltd.
Dalian Fubai Properties Ltd
Dalian Funian Properties Ltd
Shanghai
Haizhimen
Property
Investment Management Co.,Ltd. 100%
Wuhu
Xingshuo
Investment
Co.,Ltd.100%
Wuhu
Xingshuo
Investment
Co.,Ltd.100%
Yantai Xingyi Investment Co.,Ltd. 99.5%
Shanghai Yihua Industrial Co.,Ltd.
90.01%
Shanghai Jiatou Industrial Co.,Ltd. 9.99%
Shanghai Jiatou Industrial Co.,Ltd.
15
Place of Incorporation
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
Company Name
Dalian Fucheng Properties Ltd
Direct Shareholder and Interest Held
90.01%
Shanghai Hengyi Industrial Co.,Ltd.
9.99%
Shanghai Hengyi Industrial Co.,Ltd.
90.01%
Shanghai Yihua Industrial Co.,Ltd. 9.99%
16
Place of Incorporation
PRC
Appendix III
Companies held by Fosun Financial Holdings Limited
Company Name
Direct Shareholder and Interest Held
Place of Incorporation
Greatest Investments Limited
Financial Vantage Limited
Lucky Palm Investments Limited
Orrick Investments Limited
Key Empire Investments Limited
Fosun Momentum Holdings Limited
Gold Warrior Investments Limited
Fosun Golden Corona Finance Company
Limited
Hangzhou Financial Investment Leasing
Ltd.
Fosun Great China Finance Company
Limited
Fosun Financial Holdings Limited 100%
Fosun Financial Holdings Limited 100%
Fosun Financial Holdings Limited 100%
Fosun Financial Holdings Limited 100%
Fosun Financial Holdings Limited 100%
Fosun Financial Holdings Limited 100%
Fosun Financial Holdings Limited 100%
British Virgin Islands
British Virgin Islands
British Virgin Islands
British Virgin Islands
British Virgin Islands
Cayman Islands
Cayman Islands
Fosun Financial Holdings Limited 100%
Hong Kong
Fosun Golden Corona Finance Company
Limited 50%
China
Fosun Financial Holdings Limited 100%
Hong Kong
GCFL Holdings Limited
Great China Finance Leasing Ltd.
Miracle Nova Limited
Millennium Gain Limited
Longrun Porugal, SGPS, S.A.
Fidelidade – Companhia de Seguros,
S.A.
Via Directa – Companhia de Seguros,
S.A.
Companhia Portuguesa de Resseguros,
S.A.
Fidelidade
–
Investimentos
Imobiliários, S.A. (FISA)
GEP - GESTÃO DE PERITAGENS, S.A.
EAPS - EMPRESA DE ANÁLISE,
PREVENÇÃO E SEGURANÇA, S.A.
Fundo SAUDEINVESTE
Cetra - CENTRO TÉCNICO
REPARAÇÃO AUTOMÓVEL, S.A.
DE
Universal Seguros, S.A.
Fundo BONANÇA I
Cares - Companhia de Seguros, S.A.
CARES RH - Companhia de Assistência e
Representação de Seguros, S.A.
CARES MULTIASSISTANCE, S.A.
Multicare - Seguros de Saúde, S.A.
Mettlesome Investments Limited
Novel Growth Limited
Spinel Investment Limited
Peak Reinsurance Holdings Limited
Peak Reinsurance Company Limited
Fosun Momentum Holdings Limited
Fosun China Momentum Fund GP, Ltd.
China Momentum Fund,L.P.
CMF Associates,L.P.
CMF Health Investment GP Ltd.
CMF Health Investment LP
Billion Infinity Investment Limited
Fosun Great China Finance Company
Limited 59.4%
GCFL Holdings Limited 100%
Fosun Financial Holdings Limited 100%
Fosun Financial Holdings Limited 100%
Millennium Gain Limited 100%
Longrun Porugal, SGPS, S.A. 80%
Fidelidade – Companhia de Seguros,
100%
Fidelidade – Companhia de Seguros,
100%
Fidelidade – Companhia de Seguros,
100%
Fidelidade – Companhia de Seguros,
100%
Fidelidade – Companhia de Seguros,
100%
Fidelidade – Companhia de Seguros,
81.94%
Fidelidade – Companhia de Seguros,
100%
Fidelidade – Companhia de Seguros,
67%
Fidelidade – Companhia de Seguros,
100%
Longrun Porugal, SGPS, S.A. 80%
China
Hong Kong
Hong Kong
Portugal
Portugal
S.A.
S.A.
S.A.
S.A.
S.A.
S.A.
S.A.
S.A.
S.A.
Cares - Companhia de Seguros, S.A. 100%
CARES RH - Companhia de Assistência e
Representação de Seguros S.A. 51%
LONGRUN PORTUGAL, SGPS, S.A. 80%
Fosun Financial Holdings Limited 100%
Fosun Financial Holdings Limited 100%
Fosun Financial Holdings Limited 100%
Spinel Investment Limited 85.1%
Peak Reinsurance Holdings Limited 100%
Fosun Financial Holdings Limited 100%
Fosun Momentum Holdings Limited 100%
Fosun China Momentum Fund GP, Ltd.(GP)
Fosun China Momentum Fund GP,Ltd.(GP)
China Momentum Fund, L.P. 65.12%
Fosun Industrial Co., Limited 34.88%
CMF Health Investment GP Ltd.(GP)
Fosun Financial Holdings Limtied 100%
17
Hong Kong
Portugal
Portugal
Portugal
Portugal
Portugal
Portugal
Portugal
Portugal
Portugal
Portugal
Portugal
Portugal
Portugal
Hong Kong
Hong Kong
Hong Kong
Bermuda
Hong Kong
Cayman Islands
Cayman Islands
Cayman Islands
Cayman Islands
Cayman Islands
Cayman Islands
Hong Kong
Appendix IV
Companies held by Fosun Gold Holdings Limited
Company Name
Fosun Transcendent Resources
Limited
Shanghai Fujie Computer System
Co.,Ltd.
Hainan Fosun Mining Co.,Ltd.
Shanghai Guanyang Software Co.,Ltd.
Direct Shareholder and Interest Held
Place of Incorporation
Fosun Gold Holdings Limited 100%
Hong Kong
Fosun Gold Holdings Limited 100%
Fosun Gold Holdings Limited 100%
Fosun Gold Holdings Limited 100%
18
PRC
PRC
PRC
Appendix V
Companies held by Fosun Property Holdings Limited
Company Name
Summit Glory Holdings Limited
Rosy Chance Global Limited
Globeview Global Limited
Speedy Clipper Investments Limited
Luxuriant Century Limited
Bounteous Return Limited
Stater Logistics Holdings Company
Limited
Galaxy Wonder Limited
Spread Grand Limited
Marble Holdings Co., Ltd.
IDERA Capital Management, Ltd.
H・M YUGEN KAISHA
DENEB TOKUTEIMOKUTEKI KAISHA
GODO KAISHA TENNOZU ONE
Summit Glory Inc
Summit Glory LLC
Portsoken JV GP Limited
Portsoken JV LP
Portsoken Investments Limited
Portsoken Advisers LLP
Clear Water Bay Land Company
Limited
Sunhill Global Limited
Direct Shareholder and Interest
Held
Fosun Property Holdings Limited
100%
Fosun Property Holdings Limited
100%
Fosun Property Holdings Limited
100%
Fosun Property Holdings Limited
100%
Fosun Property Holdings Limited
100%
Fosun Property Holdings Limited
100%
Fosun Property Holdings Limited
100%
Fosun Property Holdings Limited
100%
Fosun Property Holdings Limited
100%
Galaxy Wonder Limited 100%
Marble Holdings Co.Ltd 98%
IDERA Capital Management, Ltd.
100%
IDERA Capital Management, Ltd.
100%
IDERA Capital Management, Ltd.
100%
Summit Glory Holdings Limited
100%
Summit Glory Inc. 100%
Bounteous Return Limited 50.01%
Portsoken JV GP Limited(GP)
Portsoken JV LP 100%
Bounteous Return Limited 50.01%
Place of Incorporation
British Virgin Islands
British Virgin Islands
British Virgin Islands
Cayman Islands
Hong Kong
Hong Kong
Hong Kong
Hong Kong
Hong Kong
Japan
Japan
Japan
Japan
Japan
USA-Delaware
USA-Delaware
Jersey
Jersey
Jersey
British
Sunhill Global Limited 100%
Hong Kong
Globeview Global Limited 60%
British Virgin Islands
19
Appendix VI
Companies held by Fosun Industrial Holdings Limited
Direct Shareholder and Interest
Held
Company Name
Sparkle Assets Limited
Logo Star Limited
Modern Dragon Holdings Limited
Enormous Victory Limited
Great Pick Investments Limited
Fosun
Equity
Management Ltd.
Investment
Fosun Equity Investment Ltd.
Pramerica
Fosun
Opportunity Fund, L.P.
China
Fosun
100%
Fosun
100%
Fosun
100%
Fosun
100%
Fosun
100%
Fosun
100%
Fosun
100%
Industrial
Holdings
Limited
Industrial
Holdings
Limited
Industrial
Holdings
Limited
Industrial
Holdings
Limited
Industrial
Holdings
Limited
Industrial
Holdings
Limited
Industrial
Holdings
Limited
Place of Incorporation
British Virgin Islands
British Virgin Islands
British Virgin Islands
British Virgin Islands
British Virgin Islands
Cayman Islands
Cayman Islands
Fosun Equity Investment Ltd.(GP)
Cayman Islands
Topper Link Limited
Fosun
100%
Hong Kong
Primrose Treasure Limited
Fosun Industrial Holdings Limited 75%
Luminary Talent Limited
Glamorous Sky Limited
Fosun Luxembourg Holdings S.à r.l.
FF Investment Luxembourg 1 S.à r.l.
Laxton Investments Limited
Vigor Kobo Co., Ltd.
Holdings
Limited
Industrial
Holdings
Limited
Industrial
Holdings
Limited
Industrial
Holdings
Limited
Industrial
Holdings
Limited
Industrial
Holdings
Limted
Laxton Investments Limited 20%
Auspicious Success Limited
Shanghai
Fosun
Business
Investment Management Co.,Ltd.
Shanghai
Yousai
Development Co.,Ltd.
Shanghai
Fosun
Technology Co.,Ltd.
Fosun
100%
Fosun
100%
Fosun
100%
Fosun
100%
Fosun
100%
Industrial
Software
Metallurgy
Fu-ke Technology (Suzhou) Limited
Fushang Trading (Suzhou) Limited
Shanghai
Fosun
Enterprises
Management Co.,Ltd.
Shanghai
Dicheng
Software
Development Co.,Ltd.
Shanghai
Fosun
Metallurgy
Investment Management Co.,Ltd.
Fosun Industrial Holdings Limited
100%
Fosun Gold Holdings Limited 23.2%
Fosun Industrial Holdings Limited
76.8%
Fosun Industrial Holdings Limited
100%
Fosun Industrial Holdings Limited
100%
Fosun Industrial Holdings Limited
100%
Fosun Industrial Holdings Limited
100%
Fosun Industrial Holdings Limited
100%
Fosun Industrial Holdings Limited
100%
Fosun Gold Holdings Limited 50%
Fosun Industrial Holdings Limited 50%
20
Hong Kong
Hong Kong
Hong Kong
Luxembourg
Luxembourg
Hong Kong
Taiwan
Hong Kong
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
Appendix VII
Companies held by Fosun Management Holdings Limited
Company Name
Business Solution Global Limited
Prestige Century Holdings Limited
Fosun Management (Southeast
Asia) Pte. Ltd.
Fosun Management Japan Co., Ltd.
Fosun Management (UK) Limited
Direct Shareholder and Interest
Held
Fosun Management Holdings Limited
100%
Fosun Management Holdings Limited
100%
Fosun Management Holdings Limited
100%
Fosun Management Holdings Limited
100%
Fosun Management Holdings Limited
100%
21
Place of Incorporation
British Virgin Islands
British Virgin Islands
Singapore
Japan
London
Company Name
Direct Shareholder and Interest Held
Place of Incorporation
Guo Guangchang 58%
PRC
Shanghai Yincai Labour Services Co.,
Shanghai Guangxin Technology
PRC
Ltd.
Development Co., Ltd.100%
Shanghai Fumao Trading Development
Shanghai Guangxin Technology
Co., Ltd.
Development Co., Ltd.100%
Sichuan Zhongguang Lightning
Shanghai Guangxin Technology
Protection Technologies Co., Ltd.
Development Co., Ltd. 28,4765%
Shanghai Xingjian Investment
Shanghai Guangxin Technology
Management Co., Ltd.
Development Co., Ltd. 70%
Shanghai Guangxin Technology
Development Co., Ltd.
Joy Group Co.,Ltd.
Shanghai Guangxin Technology
PRC
PRC
PRC
PRC
Development Co., Ltd. 50%
PRC
Shanghai Fuxin Sports Culture
Shanghai Xingjian Investment Management
Transmission Co., Ltd.
Co., Ltd.84%
Shanghai Shisuo Education Investment
Shanghai Xingjian Investment Management
Mangement Co., Ltd.
Co., Ltd. 40%
Shanghai Fosun High New Technology
Guo Guangchang 58%
PRC
Shanghai Fuli Culture Transmission Co.,
Shanghai Fosun High New Technology
PRC
Ltd.
Development Co., Ltd. 100%
Shanghai Yi-star Sports Development
Shanghai Fosun High New Technology
Co., Ltd.
Development Co., Ltd. 51%
Shanghai Fuxing Information Industrial
Shanghai Guangxin Technology
Development Co., Ltd.
Development Co., Ltd. 90% Shanghai Fosun
PRC
Development Co,, Ltd.
PRC
PRC
High New Technology Development Co., Ltd.
10%
Shanghai Joy Internet Co., Ltd.
Joy Group Co.,Ltd. 65,11% Shanghai Fuxing
PRC
Information Industrial Development Co.,
Ltd. 4,44%
Shanghai Fosun Books Publishing
Shanghai Fuxing Information Industrial
Industrial Co., Ltd.
Development Co., Ltd. 82,222%
Shanghai Subway Books Services Co.,
Shanghai Fosun Books Publishing Industrial
Ltd.
Co., Ltd. 100%
Shanghai Jiuyuan Publishing Services
Shanghai Fosun Books Publishing Industrial
Co.,Ltd.
Co., Ltd. 51%
Shanghai Technology Products Expo
Shanghai Fuxing Information Industrial
22
PRC
PRC
PRC
PRC
Company Name
Direct Shareholder and Interest Held
Place of Incorporation
Magazines Co.,Ltd.
Development Co., Ltd. 39,17%
Guangdong 21st Century Media Co.,Ltd.
Shanghai Fuxing Information Industrial
PRC
Development Co., Ltd. 33,22%
Guangzhou Xingye Culture
Shanghai Fuxing Information Industrial
Transmission Co.,Ltd.
Development Co., Ltd. 42,9167%
Shenzhen Zhuorun Technology Co.,Ltd.
Shanghai Fuxing Information Industrial
PRC
PRC
Development Co., Ltd. 35%
Guo Guangchang 58%
PRC
Yadong Xingchen Investment
Yadong Guangxin Technology Development
PRC
Development Co.,Ltd.
Co.,Ltd. 100%
Shanghai Xingye Investment
Yadong Guangxin Technology Development
Development Co.,Ltd.
Co.,Ltd. 100%
Xizang Xingye Investment Management
Shanghai Xingye Investment Development
Co.,Ltd.
Co.,Ltd, 100%
Shanghai Xingshang Investment
Shanghai Xingye Investment Development
Co.,Ltd.
Co.,Ltd.l00%
Shanghai Pinghan Investment
Shanghai Xingye Investment Development
Management Co.,Ltd.
Co.,Ltd. 100%
Tebon Securities Co.,Ltd.
Shanghai Xingye Investment Development
Yadong Guangxin Technology
Development Co.,Ltd.
PRC
PRC
PRC
PRC
PRC
Co.,Ltd. 93,64%
Zhongzhou Futures Co.,Ltd.
Tebon Securities Co.,Ltd. 90%
PRC
Tebon Xingrui Capital Management
Tebon Securities Co.,Ltd. 100%
PRC
Tebon Securities Co.,Ltd. 100%
PRC
Tebon Fund Management Co.,Ltd.
Tebon Securities Co.,Ltd. 70%
PRC
Tebon Innovative Capital Co.,Ltd.
Shanghai Pinghan Investment
PRC
Co.,Ltd.
Tebon Xingsheng Capital Management
Co.JLtd.
Management Co.,Ltd. 10%
Tebon Fund Management Co.,Ltd. 40%
Shanghai Ganglian Electronic Busines
Shanghai Xingye Investment Development
Co.,Ltd.
Co.,Ltd. 30,09%
Shanghai Ganglian Logistic Joint
Shanghai Xingshang Investment Co.,Ltd.
Network Co.,Ltd.
90%
Shanghai Ruihua Chaoyang Artworks
Shanghai Xingye Investment Development
Co.,Ltd.
Co.,Ltd. 20%
23
PRC
PRC
PRC