Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.
ISSUE OF NEW SHARES UNDER THE SHARE AWARD SCHEME AND CONNECTED TRANSACTION PROPOSED ISSUE OF NEW SHARES TO CONNECTED PERSONS UNDER THE SHARE AWARD SCHEME
On 26 March 2015, the Board has resolved to award an aggregate of 4,620,000 Award
Shares to 71 Selected Participants under the Share Award Scheme, of which, (i) 2,430,000
Award Shares will be awarded to 52 Selected Participants by way of issue and allotment of new Shares pursuant to the General Mandate; and (ii) 2,190,000 Connected Award Shares will be awarded to 19 Connected Selected Participants by way of issue and allotment of new Shares pursuant to the Specific Mandate.
As certain Selected Participants are connected persons of the Company, the issue and allotment of the Connected Award Shares to those Connected Selected Participants constitutes a connected transaction on the part of the Company under Chapter 14A of the Listing Rules and shall be subject to the approval by the Independent Shareholders.
Reference is made to the announcement of the Company dated 25 March 2015 (the
"Announcement") in relation to the adoption of the Share Award Scheme. Unless otherwise
stated, capitalised terms used herein bear the same meanings as defined in the Announcement.
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DETAILS OF AWARD OF THE AWARD SHARESOn 26 March 2015, the Board has resolved to award an aggregate of 4,620,000 Award Shares to 71 Selected Participants under the Share Award Scheme, of which, (i) 2,430,000 Award Shares will be awarded to 52 Selected Participants by way of issue and allotment of new Shares pursuant to the general mandate (the "General Mandate") granted by the shareholders of the Company (the "Shareholders") at the annual general meeting of the Company held on 28 May 2014; and (ii) 2,190,000 Award Shares (the "Connected Award Shares") will be awarded to 19 Selected Participants who are Directors and directors of significant subsidiaries of the Company (the "Connected Selected Participants") by way of issue and allotment of new Shares pursuant to a specific mandate (the "Specific Mandate") to be obtained in the forthcoming annual general meeting (the "AGM"). Upon issuance and allotment of the new Shares, the Trustee will hold the new Shares in trust for the Selected Participants and such new Award Shares shall be transferred to the Selected Participants upon satisfaction of the vesting conditions. The number of Award Shares granted to each of the Selected Participants is in accordance with their respective contributions to the Group.
AWARD TO THE CONNECTED SELECTED PARTICIPANTS
As the 19 Connected Selected Participants are Directors and directors of significant subsidiaries of the Company and accordingly connected persons (as defined in Chapter 14A of the Listing Rules) to the Company and the issue and allotment of 2,190,000 Connected Award Shares to the Connected Selected Participants under the Share Award Scheme shall constitute a connected transaction on the part of the Company under Chapter 14A of the Listing Rules and shall be subject to, among others, the approval by the independent Shareholders (the "Independent Shareholders") other than the Connected Selected Participants and their respective associates at the AGM.
Among the Connected Award Shares above, 2,190,000 new Award Shares were granted to the following connected persons with details as follows:
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Directors Number of new Award SharesDing Guoqi 310,000
Qin Xuetang 290,000
Wu Ping 270,000
Zhang Shengman 10,000
Zhang Huaqiao 10,000
David T. Zhang 10,000
Subtotal 900,000
Directors of the significant subsidiaries of the CompanyChen Qiyu
Xu Xiaoliang
Number of new Award Shares
250,000
190,000
Qian Jiannong 150,000
Kang Lan 150,000
Ma Changzheng 130,000
Duan Qiuping 60,000
Li Ming 60,000
Chen Guoping 60,000
Chen Zhihua 60,000
Wang Jiping 60,000
Wang Pinliang
Xu Yao
Wu Xiaoyong
40,000
40,000
40,000
Subtotal 1,290,000
Total 2,190,000To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, save that they are employees of the members of the Group, the Selected Participants other than the Connected Selected Participants (the "Independent Selected Participants") are third parties independent of the Company and connected persons of the Company.
Mr. Ding Guoqi, Mr. Qin Xuetang, Mr. Wu Ping, Mr. Zhang Shengman, Mr. Zhang Huaqiao and Mr. David T. Zhang have abstained from approving the board resolution on the award of
the Award Shares to them.
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The aggregate of 4,620,000 new Award Shares to be issued and allotted by the Company to the Selected Participants represent approximately 0.06674% of the total number of Shares in issue as at the date of this announcement and approximately 0.06669% of the total number of Shares in issue as enlarged by the issue and allotment of the Award Shares.
Based on the closing price of HK$13.26 per Share as quoted on the Stock Exchange as at the date of this announcement, the market values of the 4,620,000 Award Shares and the
2,190,000 Connected Award Shares will be HK$61,261,200 and HK$29,039,400, respectively.
The new Shares, when issued and fully paid, shall rank pari passu among themselves and with those Shares in issue, with the right to receive all dividends and other distributions declared, made or paid on or after the date of allotment.
The General Mandate has not been utilized immediately before the grant of the Award Shares to the Selected Participants.
Application will be made by the Company to the Stock Exchange for the granting of the listing of, and permission to deal in, the aggregate 4,620,000 Award Shares.
The issue and allotment of the 2,430,000 Award Shares to the Independent Selected
Participants shall be subject to the grant of the listing approval by the Stock Exchange.
The issue and allotment of the 2,190,000 Connected Award Shares to the Connected Selected
Participants shall be subject to the following conditions:
(a) the grant of the listing approval by the Stock Exchange in respect of the Award Shares;
and
(b) the approval by the Independent Shareholders at the AGM in respect of the issue and allotment of the Connected Award Shares and the Specific Mandate.
The information in relation to the issue and allotment of the 4,620,000 new Award Shares to the Selected Participants is set out below:
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Securities to be issued: | 4,620,000 new Shares, as to 2,430,000 Award Shares to be issued and allotted to the Independent Selected Participants and as to 2,190,000 Award Shares to be issued and allotted to the Connected Selected Participants |
Funds to be raised: | No fund will be raised by the Company as a result of the issue and allotment of the Award Shares |
Reasons for the issue: | For better utilization of the resources of the Company, the issue is to make available the Award Shares for granting to Selected Participants under the Share Award Scheme, which forms part of the incentive schemes of the Company that provide incentives to the Selected Participants and will allow the Group to attract and retain talents for the continual operation and development of the Group |
Identity of the allottee(s): | The Trustee, which will hold the Award Shares in trust in accordance with the trust deed for the 71 Selected Participants, who are (i) Directors; (ii) management holding the position of vice general manager or above of the functional departments of the Company or the position of executive general manager or above of the business departments; and (iii) senior management of the core affiliated enterprises of the Group All the Selected Participants have already been with the Group for more than one year as at 31 December 2014 and each of them have met their respective performance evaluation results for the year ended 31 December 2014 |
Market price of the Shares: | The closing price of the Shares as at 26 March 2015 as quoted on the Stock Exchange is HK$13.26 per Share |
The average closing price of the Shares for the five consecutive trading days immediately preceding 26 March 2015 as quoted on the Stock Exchange is HK$13.46 per Share | |
Vesting: | Subject to the satisfaction of the vesting criteria and conditions of the |
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Award, the Award Shares shall be transferred to the Selected
Participants upon expiry of the following vesting period:
Percentage of Award Shares to be vested | Vesting Date |
33% | 25 March 2016 |
33% | 25 March 2017 |
34% | 25 March 2018 |
As at each of the above vesting date, the Company, at its absolute discretion, is entitled to adjust the actual amount of Award Shares that can be vested to the respective Selected Participants according to
their performance.
On 9 April 2014, the Company proposed to raise not less than approximately HK$4,888,631,461 (before expenses), and not more than approximately HK$5,183,627,461 (before expenses), by way of the rights issue of not less than 500,884,371 rights shares and not more than 531,109,371 rights shares on the basis of 39 rights shares for every 500 Shares held by each qualifying shareholder on the record date at the subscription price of HK$9.76 per rights share payable in full on acceptance. Save for the rights issue, which was completed on 22 May 2014 with 500,884,371 rights shares being issued, the Company has not engaged in any fund raising exercises in
the 12 months immediately preceding the date of this announcement.
REASONS FOR THE AWARD OF THE AWARD SHARES
The principal businesses of the Group include integrated finance (insurance, investment, asset management and banking and other finance business) and industrial operations (health, happy lifestyle, property development and sales, steel and resources).
The Share Award Scheme forms part of the incentive schemes of the Group. The Board considers that the award of the Awarded Shares to the Selected Participants provides incentives to the Selected Participants and will allow the Group to attract and retain talents for the continual operation and development of the Group. The award of the Award Shares to
the Selected Participants (including the Connected Awarded Shares to the Connected
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Selected Participants) recognizes their continual support to the Group and their effort will
promote the Group's future development.
Furthermore, there will not be any actual cash outflow by the Group under the award of the Award Shares to provide incentives to the Selected Participants. In this regard, the Directors consider that the terms and conditions of the Award are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.
GENERAL
The independent board committee, comprising all the independent non-executive Directors, has been formed to advise the Independent Shareholders as to whether the award of the Connected Award Shares to the Connected Selected Participants is fair and reasonable and in the interests of the Company and the Shareholders as a whole. Independent financial adviser will be appointed to advise the independent board committee and the Shareholders in relation to the award of the Connected Award Shares to the Connected Selected Participants.
A circular including, among others, details of the issue and allotment of the Connected Award Shares with the advices of the independent financial adviser will be despatched to the Shareholders as soon as possible on or before 30 April 2015 taking into account the Easter Holiday in early April 2015.
By Order of the Board Fosun International Limited Chairman
Shanghai, the PRC, 26 March 2015
As at the date of this announcement, the executive Directors are Mr. Guo Guangchang, Mr. Liang Xinjun, Mr. Wang Qunbin, Mr. Ding Guoqi, Mr. Qin Xuetang and Mr. Wu Ping; the non-executive Director is Mr. Fan Wei; and the independent non-executive Directors are Mr. Zhang Shengman, Mr. Zhang Huaqiao, Mr. David T.
Zhang and Mr. Yang Chao.
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