prospectus for general and voluntary · pdf filetranslation for information purposes page 5...

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

Page 1 of 60

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 2 of 60

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”

23 September 2014 (date of publication);

“DTT” Double Tax Treaty;

“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;


Page 3 of 60

“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;


Page 4 of 60

“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 5 of 60

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.

http://www.justice.public.lu/


Page 6 of 60

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

http://www.cmvm.pt/


Page 7 of 60

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

1 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.

mailto:[email protected]


Page 8 of 60

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,




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.


Page 9 of 60

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:

3 The reference date of 22 September 2014 was considered to this effect. 4 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.


Page 10 of 60

(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.


Page 11 of 60

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


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


Page 12 of 60

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


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.















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.



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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).


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




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


Page 17 of 60

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: 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

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.



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


Page 19 of 60

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


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,




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:


Page 22 of 60

(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


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,

7 The reference date of 22 September 2014 was considered to this effect. 8 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.


Page 23 of 60

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.


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.


Page 24 of 60

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:


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.

11 The reference date of 22 September 2014 was considered to this effect. 12 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.


Page 25 of 60

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:

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:

AnalystsTarget Price per Share

(€)Date Recomendation

BBVA 4.200 28-05-2014 Hold

BPI 4.600 07-08-2014 Buy

Caixa BI 4.150 18-08-2014 Hold

Credit Suisse 4.550 02-06-2014 Buy

Kepler Cheuvreux 3.950 16-06-2014 Hold

Millennium 4.450 19-06-2014 Buy

Santander 3.900 18-08-2014 Hold

Average 4.257

Median 4.200


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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);

Companies CountryMarket Cap.

(€mn)EV / SALES EV / EBITDA EV / EBIT P / E P / BV

2014E 2015E 2016E 2014E 2015E 2016E 2014E 2015E 2016E 2014E 2015E 2016E

Generale De Sant France 911 0.9x 0.9x n.a. 7.5x 7.3x n.a. 16.1x 15.9x n.a. 25.2x 23.8x n.a.

Korian-Medica France 2,371 1.3x 1.2x 1.1x 9.4x 8.1x 7.5x 13.8x 11.3x 10.3x 25.4x 19.1x 16.8x

Orpea France 2,783 2.3x 2.1x 1.9x 12.7x 11.3x 10.6x 16.5x 14.6x 13.3x 21.1x 18.4x 16.3x

Fresenius Medica Germany 16,820 2.0x 1.9x 1.8x 10.6x 9.7x 9.0x 13.8x 12.6x 11.6x 19.6x 17.5x 15.8x

Mediclin Ag Germany 171 0.4x 0.4x 0.4x 10.0x 8.2x 6.7x 44.8x 23.6x 15.2x n.a. 36.1x 18.0x

Rhoen-Klinikum Germany 3,277 0.9x 1.1x 1.0x 9.7x 7.8x 7.3x 14.2x 12.3x 11.4x 45.0x 26.9x 22.6x

Clinica Baviera Spain 142 1.8x 1.7x 1.6x 11.6x 9.7x 8.4x 18.2x 13.8x 11.3x 25.6x 18.9x 15.1x

Brookdale Sr United States 4,661 2.2x 1.7x 1.6x 13.7x 9.0x 8.3x 40.8x 17.7x 14.7x n.a. 137.6x 48.5x

Community Health United States 5,047 1.3x 1.2x 1.1x 8.4x 7.5x 7.2x 14.8x 12.8x 12.1x 18.4x 14.1x 12.0x

Hca Holdings Inc United States 24,473 1.7x 1.6x 1.5x 8.6x 8.1x 7.6x 11.5x 10.8x 10.0x 17.3x 15.3x 13.4x

Lifepoint Hospit United States 2,575 1.2x 1.1x 1.1x 8.6x 7.8x 7.4x 14.7x 13.4x 12.3x 23.7x 20.5x 18.0x

Select Medical United States 1,290 1.1x 1.1x 1.0x 9.0x 8.5x 8.0x 11.2x 10.7x 9.7x 13.5x 12.1x 10.9x

Tenet Healthcare United States 4,765 1.1x 1.0x 1.0x 9.2x 8.1x 7.6x 16.4x 13.5x 12.4x 44.8x 21.9x 16.8x

Universal Hlth-B United States 8,750 1.8x 1.7x 1.6x 9.9x 9.2x 8.6x 12.9x 11.9x 10.9x 19.6x 17.9x 16.0x

Median 1.3x 1.2x 1.1x 9.6x 8.2x 7.6x 14.8x 13.1x 11.6x 22.4x 19.0x 16.3x

Offer Price ESS (€4.72) 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%

Implicit Price per Share based on comparable

multiples

Implicit Price in the Offer


Page 27 of 60

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 Euro Millions

2014E 2015E 2016E

Sales 388.9 400.7 413.7

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:


Page 28 of 60

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 The reference date of 22 September 2014 was considered to this effect. 16 The reference date of 22 September 2014 was considered to this effect.


Page 29 of 60

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


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


(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.


Page 30 of 60

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




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


Page 31 of 60


of the Portuguese Securities Code);

(ii) issuance of debt securities by the Target Company or by companies in a control or group


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


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


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;


Page 32 of 60

d) Increase of the global remunerations of each of the corporate bodies of the Target Company or of


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


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


Page 33 of 60


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


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..


Page 34 of 60

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


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

http://www.cmvm.pt/


Page 35 of 60

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.


Page 36 of 60

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 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 medium-

sized 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


Page 37 of 60

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:




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 tax-

exempt 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


Page 38 of 60

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:




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 obtained from the sale of shares (and other securities and financial assets) by non-

resident 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%.


Page 39 of 60

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


Page 41 of 60

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 process-

related) 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


Page 42 of 60

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.


Page 43 of 60

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: %held directly and

indirectly

Casas da Cidade – Residências Sénior, SA 100.00%

Clínica Parque dos Poetas, SA Oeiras 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

100.00%

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 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.


Page 44 of 60

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.

http://www.justice.public.lu/

http://www.cmvm.pt/


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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 Decree-

Law 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.

http://www.isp.pt/Estatisticas/seguros/estatisticas_anuais/premios/ranking_mercado/ranking_mercado_portugal.htm

http://www.isp.pt/Estatisticas/seguros/estatisticas_anuais/premios/ranking_mercado/ranking_mercado_portugal.htm


Page 46 of 60

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:

http://web3.cmvm.pt/sdi2004/emitentes/docs/fsd29447.pdf


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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.


Page 48 of 60

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.



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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.















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).


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.


http://www.cmvm.pt/

http://www.hkexnews.hk/


Page 52 of 60

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:


Page 53 of 60

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:


Page 54 of 60

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:

• 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

C. 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.


Page 55 of 60

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


António Manuel Marques de Sousa Noronha


William Mak

Executive Committee of the Offeror :

Chief Executive Officer: Jorge Manuel Baptista Magalhães Correia

Members: António Manuel Marques de Sousa Noronha



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


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

18 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).


Page 56 of 60

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:

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:

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.

Quantity of Shares Unitary Price Date

88 €3.200 12/02/2014

708 €3.857 02/07/2014

708 €3.520 04/07/2014

1.504

Transaction Quantity of Shares Unitary Price Date

Acquisition 3,418 € 3.81 02/06/2014

Acquisition 4,476 € 3.81 03/06/2014

Sale 7,894 € 4.31 04/09/2014

0


Page 57 of 60

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.


Page 58 of 60

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.



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


which the Offeror, the Financial Intermediary and the members of the Board of Directors of the

Offeror have considered, is inaccurate or misleading.

http://www.cmvm.pt/

http://www.cmvm.pt/

http://www.fidelidade.pt/


Page 59 of 60

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.

1

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

Company Name Direct Shareholder and Interest Held Place of Incorporation

Fosun Asset Management (Cayman) Limited

Fosun Asset Holdings Limited 100% Cayman Islands

Fosun Asset Management (Hong Kong) Limited

Fosun Asset Holdings Limited 100% Hong Kong

KZ Venture Advisory HK Company Limited

Fosun KZ Venture Management Co. Ltd.100% Hong Kong

Fosun KZ Venture Management Co. Ltd.

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

2

Appendix II

Companies held by Shanghai Fosun High Technology (Group) Co., Ltd


Shanghai Forte Land Co., Ltd. Shanghai Fosun High Technology (Group) Co.,Ltd. 99.08%

PRC

Shanghai Forte Investment Management Co.,Ltd.

Shanghai Forte Land Co., Ltd. 100% PRC

Shanghai Forte Investment Development Co.,Ltd.


Shanghai Xinshihua Investment Management Co.,Ltd.


Shanghai Fuyi Gardening Co.,Ltd. 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 Forte Land Co., Ltd. 87.09% PRC

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 Yihua Property Development Co.,Ltd. 40%

PRC

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. 70% Shanghai Forte Investment Management Co.,Ltd. 30%

PRC

3


Beijing Forte Property Development Co.,Ltd.


PRC

Tunzhou Forte Property Investment Co.,Ltd.

Beijing Forte Property Development Co.,Ltd. 90%

PRC

Beijing Kangbao Property Development Co.,Ltd.

Beijing Forte Property Development Co.,Ltd. 69% Shanghai Forte Investment Management Co.,Ltd. 13%

PRC

Beijing Baihong Property Development Co.,Ltd.

Beijing Xidan Jiahui Property Development Co.,Ltd. 40% Beijing Forte Property Development Co.,Ltd. 60%

PRC

Beijing Xidan Jiahui Property Development Co.,Ltd.


PRC

Wuxi Forte Property Development Co.,Ltd.


Chongqing Runjiang Property Co.,Ltd.


PRC

Xian Sanxin Property Development Co.,Ltd.

Xian Forte Property Development Co.,Ltd. 95%

PRC

Xian Forte Qiaoshang Property Co.,Ltd.

Xian Forte Property Development Co.,Ltd. 68%

PRC

Tianjin Shengang Property Development Co.,Ltd.


Zhejiang Forte Property Development Co.,Ltd.


PRC

Hangzhou Jibao Education Consultancy Co.,Ltd.

Zhejiang Forte Property Development Co.,Ltd. 100%

PRC

Hangzhou Futuo Property Co.,Ltd. Shanghai Forte Land Co., Ltd. 51% Hangzhou Fuman Investment Management Co.,Ltd. 49%

PRC

Hangzhou Fumanda Property Co.,Ltd.

Shanghai Forte Land Co., Ltd. 51% Hangzhou Fubei Investment Management Co.,Ltd. 19% Phoenix Prestige Limited 30%

PRC

Shanxi Forte Deyi Property Development Co.,Ltd.


Shanxi Guoshi Property Development Co.,Ltd.

Shanxi Forte Deyi Property Development Co.,Ltd. 100%

PRC

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 Gaodi Asset Operation Management Co.,Ltd. 88.75%

PRC

Shanghai Kangwei Property Management Co.,Ltd.

Shanghai Gaodi Asset Operation Management Co.,Ltd. 100%

PRC

Shanghai Gaodi Property Management Co.,Ltd.

Shanghai Gaodi Asset Operation Management Co.,Ltd. 100%

PRC

Shanghai Fuchuan Investment Co,Ltd.

Shanghai Forte Investment Management Co.,Ltd. 51%

PRC

Chengdu Forte Pearl Property Co.,Ltd.

Shanghai Fuchuan Investment Co,Ltd.66%

PRC

4


Shanghai Fuxian Investment Co.,Ltd.


PRC

Shanghai Fumai Investment Co.,Ltd.


PRC

Shanghai Fujun Investment Co.,Ltd.


PRC

Shanghai Yihai Building Materials Co.,Ltd.


PRC

Shanghai Yizhong Industrial Co.,Ltd.

Shanghai Yihai Building Materials Co.,Ltd.100%

PRC

Shanghai Yihui Industrial Co.,Ltd. Shanghai Yihai Building Materials Co.,Ltd.100%

PRC

Nanjing Fujiu Zijun Investment Management Co.,Ltd.

Shanghai Yihui Industrial Co.,Ltd. 100% PRC

Shanghai Forte Win-win Equity Investment Management Co.,Ltd.

Shanghai Forte Investment Management Co.,Ltd.90%

PRC

Shanghai Forte Yiyou Property Development Co.,Ltd.


PRC

Shanghai Wenjia Investment Center (LP)

GP: Shanghai Forte Win-win Equity Investment Management Co.,Ltd.

PRC

Shanghai Fubang Xinye Investment Center (LP)


PRC

Wuhu Fubang Xingsheng Investment Center (LP)


PRC

Shanghai Fubang Xinyan Investment Center (LP)


PRC

Shanghai Fubang Xinyao Investment Center (LP)


PRC

Shanghai Fubang Xinyu Investment Center (LP)


PRC

Forte (Shanghai) Asset Management Co.,Ltd.


PRC

Shanghai Fubei Investment Management Co.,Ltd.


PRC

Chengdu Forte Business Management Co.,Ltd.

Forte (Shanghai) Asset Management Co.,Ltd.100%

PRC

Forte Business Management (Shanghai) Co.,Ltd.


PRC

Forte Baofeng Business Investment Management (Shanghai) Co.,Ltd.


PRC

Shanghai Puhui Investment Services Co.,Ltd.


PRC

Shanghai Fangxin Investment Management Co.,Ltd.


PRC

Shanghai Quecheng Property Co.,Ltd.


PRC

Shanghai Jingsheng Property Development Co.,Ltd.


PRC

Shanghai Yihui Trading Co.,Ltd. Shanghai Forte Investment Management Co.,Ltd. 100%

PRC

5


Shanghai Yudi Investment Consultancy Co.,Ltd.


PRC

Shanghai Minguang Property Development Co.,Ltd.


PRC

Shanghai Fangxin Asset Management Co.,Ltd.


PRC

Shang Minxiang Property Development Co.,Ltd.


PRC

Shanghai Forte Equity Investment Co.,Ltd.


PRC

Shanghai Fuzhao Investment Co.,Ltd.

Shanghai Forte Equity Investment Co.,Ltd. 100%

PRC

Chongqing Jieye Property Co.,Ltd. Shanghai Fuzhao Investment Co.,Ltd. PRC

Wuhan Zhongbei Property Development Co.,Ltd.


PRC

Nanjing Runchang Property Development Co.,Ltd.


PRC

Nanjing Fucheng Runguang Investment Management Co.,Ltd.


PRC

Nanjing Forte Pearl Property Co.,Ltd.

Nanjing Fucheng Runguang Investment Management Co.,Ltd. 66%

PRC

Chongqing Langfu Property Co.,Ltd.


PRC

Shanxi Jianqin Property Development Co.,Ltd.


PRC

Tianjin Hubin Plaza Property Development Co.,Ltd.


PRC

Tianjin Fubin Property Development Co.,Ltd.


PRC

Tianjin Fugang Property Development Co.,Ltd.


PRC

Zhejiang Bocheng Property Co.,Ltd.


PRC

Hangzhou Golden Chengpinwu Property Co.,Ltd.


PRC

Hangzhou Fuman Investment Management Co.,Ltd.


PRC

Hangzhou Fubei Investment Management Co.,Ltd.


PRC

Changchun Zhaoji Property Development Co.,Ltd.


PRC

Datong Forte Property Development Co.,Ltd.

Shanghai Forte Investment Management Co.,Ltd. 80% Shanghai Fuxin Investment Co.,Ltd. 20%

PRC

6


Dalian Forte Property Co.,Ltd. Shanghai Forte Investment Management Co.,Ltd. 100%

PRC

Ningbo Zhongrui Investment Co.,Ltd.


PRC

Chengdu Forte Land Co.,Ltd. Shanghai Forte Investment Management Co.,Ltd. 100%

PRC

Sichuan Forte Huanglong Property Development Co.,Ltd.


PRC

Sichuan Forte Huanglong Investment Co.,Ltd.


PRC

Pengshan Pengsu Culture Transmission Co.,Ltd.

Sichuan Forte Huanglong Investment Co.,Ltd. 100%

PRC

Chengdu Honghui Property Co.,Ltd.


PRC

Sichuan Wanrong Property Development Co.,Ltd.


PRC

Chengdu Meijili Business Services Co.,Ltd.


PRC

Shanghai Yizhong Investment Co.,Ltd.

Shanghai Forte Investment Development Co.,Ltd. 100%

PRC

Wuhan Fujiang Property Development Co.,Ltd.

Shanghai Yizhong Investment Co.,Ltd. 100%

PRC

Shanghai Yijing Investment Co.,Ltd.


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.


PRC

Hangzhou Fusu Investment Management Co.,Ltd.


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 Investment Management Co.,Ltd.100%

PRC

Fuyang Furun Property Co.,Ltd. SHINER WAY LIMITED100% PRC

7


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 Shanghai Forte Land Co., Ltd. 100% Hong Kong Easley Investments Limited China Alliance Properties Limited 100% Hong Kong Kaipo Investments Limited China Alliance Properties Limited 100% Hong Kong Shiner Way Limited Kaipo Investments Limited 50% Hong Kong Skysail Investments Limited China Alliance Properties Limited 100% Hong Kong City Faith Properties Limited China Alliance Properties Limited 100% Hong Kong Valiant Enterprises Limited China Alliance Properties Limited 100% Hong Kong Zemindar Limited China Alliance Properties Limited 100% Hong Kong Magic Castle Investments Limited China Alliance Properties Limited 100% Hong Kong Wealthy Smart Enterprises Limited

Magic Castle Investments Limited 50% Hong Kong

Profit Earner Limited China Alliance Properties Limited 100% Hong Kong Marvel Profits Limited China Alliance Properties Limited 100% Hong Kong Navarra Limited Marvel Profits Limited 100% Hong Kong Rathnew Limited China Alliance Properties Limited 100% Hong Kong Total Year Limited Rathnew Limited 100% Hong Kong Calypso City Limited China Alliance Properties Limited 100% Hong Kong Golden Fleece Investment Limited China Alliance Properties Limited 100% Hong Kong Topflighter Limited China Alliance Properties Limited 100% British Virgin Islands Trillion Full Investments Limited Topflighter Limited 44.44% British Virgin Islands Wide Lucky Enterprises Limited China Alliance Properties Limited 100% Hong Kong Far Energy Limited Calypso City Limited 100% Hong Kong Upper Fame Enterprises Limited Profit Earner Limited 100% Hong Kong

Garden Plaza Capital SRL Skysail Investments Limited 100％ Barbados

Ivanhoe Forte Investments (HK) Limited

Navarra Limited 80% Hong Kong

Shanghai Fosun Industrial Investment Co.,Ltd.

Shanghai Fosun High Technology (Group) Co.,Ltd. 100%

PRC

Shanghai Fosun Property Management Co.,Ltd.


PRC

Zhejiang Fosun Business Development Co.,Ltd.


PRC

Taizhou Linhai Investment Co.,Ltd.


PRC

Nanjing Nangang Iron & Steel United Co.,Ltd.

Shanghai Fosun High Technology (Group) Co.,Ltd. 30% Shanghai Fosun Industrial Investment Co.,Ltd. 20% Shanghai Fosun Industrial Technology Development Co., Ltd. 10%

PRC

Nanjing Iron & Steel United Co.,Ltd.

Nanjing Nangang Iron & Steel United Co.,Ltd.100%

PRC

Shanghai Xingyi Pioneering Investment Management Co.,Ltd.


PRC

Yadong Yaxing Chuangye Investment Management Co.,Ltd.


PRC

Nanjing Iron & Steel Co., Ltd.

Nanjing Nangang Iron & Steel United Co.,Ltd. 56.53% Nanjing Iron & Steel United Co.,Ltd.27.26%

PRC

Zhangjiagang Tax Reservation Area Huida Industrial Co.,Ltd.

Nanjing Iron & Steel United Co.,Ltd. 100%

PRC

Zhangjiagang Tax Reservation Area Huida Storage Co.,Ltd.

Zhangjiagang Tax Reservation Area Huida Industrial Co.,Ltd. 95%

PRC

Jiangsu Jinyue Information Technology Co.,Ltd.

Nanjing Iron & Steel United Co.,Ltd. 100%

PRC

8


Jiangsu Nangang Basketball Club Co.,Ltd.

Nanjing Iron & Steel United Co.,Ltd.70% PRC

Anhui East Calcium Industry Co.,Ltd.

Nanjing Iron & Steel United Co.,Ltd. 51% PRC

Nanjing Iron & Steel Industry Development Co.,Ltd.

Nanjing Iron & Steel Co., Ltd. 100% PRC

Nanjing Xinhuan Investment Co.,Ltd.

Nanjing Iron & Steel Co., Ltd.81.25% PRC

Nanjing Nangang Jinte Co.,Ltd. Nanjing Iron & Steel Co., Ltd. 100% PRC Chongqing Nangang Steel Materials Sales Co.,Ltd.

Nanjing Iron & Steel Co., Ltd.100% PRC

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 Iron & Steel Co., Ltd.100% PRC Nanjing Xinlong Steel Sales Co.,Ltd.


Nanjing Nangang Jinmao Goods & Materials Co.,Ltd.

Nanjing Iron & Steel Industry Development Co.,Ltd. 100%

PRC

Jiangsu Nangang Steel Material Trading Co.,Ltd.

Nanjing Nangang Jinmao Goods & Materials Co.,Ltd. 100%

PRC

Jiangsu Nangang Steel Material Processing and Distribution Co.,Ltd.

Nanjing Nangang Jinmao Goods & Materials Co.,Ltd. 100%

PRC

Nanjing Iron & Steel Group International Trading Co.,Ltd

Nanjing Iron & Steel Industry Development Co.,Ltd.100%

PRC

Ningbo Tax Reservation Xinning International Trading Co.,Ltd.

Nanjing Iron & Steel Group International Trading Co.,Ltd 100%

PRC

Nanjing Dingkun Vehicles Maintainence Service Co.,Ltd.


PRC

Suqian Jintong Port Co.,Ltd. Nanjing Iron & Steel Industry Development Co.,Ltd.100%

PRC

Suqian Nangang Jinxin Steel Rolling Co.,Ltd.

Nanjing Iron & Steel Industry Development Co.,Ltd.100%73.05% Hong Kong Jinteng International Company Limited 25%

PRC

Suqian Nangang Jinxin Iron & Steel Co.,Ltd.


PRC

Nanjing Nangang Jiahua New Building Material Co.,Ltd.


PRC

Jiangsu Jinheng Information Technology Co.,Ltd.


PRC

Nanjing Xinyuan Bidding Consultation Co.,Ltd.


PRC

Nanjing Jinhan Environmental Nanjing Iron & Steel Industry PRC

9


Protection Technology Co.,Ltd. Development Co.,Ltd.100%

Nanjing Iron & Steel Co.,Ltd. Nanjing Iron & Steel Industry Development Co.,Ltd.100%

PRC

Hong Kong Jinteng International Company Limited


HK

Nanjing Jinteng Iron & Steel Co.,Ltd.

Nanjing Iron & Steel Limited 75% Hong Kong Jinteng International Company Limited 25%

PRC

Anhui Jin’an Mining Co., Ltd.

Hong Kong Jinteng International Company Limited 51% Nanjing Iron & Steel Industry Development Co.,Ltd. 49%

PRC

Huoqiu Hengji Cementing Material Co.,Ltd.

Anhui Jin’an Mining Co., Ltd.100% PRC

Huoqiu Hengji New Wall Material Co.,Ltd.

Anhui Jin’an Mining Co., Ltd.100% PRC

Nanjing Iron & Steel India Co.,Ltd.

Nanjing Iron & Steel Group International Trading Co.,Ltd 90% Hong Kong Jinteng International Company Limited 10%

India

Nanjing Iron & Steel Malaysia Co.,Ltd.

Nanjing Iron & Steel Group International Trading Co.,Ltd 90% Hong Kong Jinteng International Company Limited 10%

Malaysia

Singapore Jinteng International Co.,Ltd.

Hong Kong Jinteng International Company Limited 100%

Singapore

Shanghai Fosun High Technology Group Finance Co.,Ltd.

Shanghai Fosun High Technology (Group) Co.,Ltd. 82% Nanjing Steel United Co.,Ltd. 9% Shanghai Fosun Pharmaceutical (Group) Co., Ltd. 9%

PRC

Shanghai Fosun Pharmaceutical (Group) Co., Ltd.

Shanghai Fosun High Technology (Group) Co.,Ltd. 39.83%

PRC

Shanghai Fosun Pingyao Investment Management Co.,Ltd.

Shanghai Fosun Pharmaceutical (Group) Co., Ltd. 100%

PRC

Shanghai Fosun Pharmaceutical Industrial Development Co.,Ltd.


PRC

Shanghai Fosun Changzheng Medical Science Co.,Ltd.


PRC

Shanghai Yicheng Hospital Investment Management Co.,Ltd.


PRC

Shanghai Fosun Chemistry Pharmaceutical Pioneering Investment Co.,Ltd.


PRC

Hunan Dongting Pharmaceutical Co.,Ltd.

Shanghai Fosun Pharmaceutical (Group) Co., Ltd. 77.78%

PRC

Sinopharm Group Co. Ltd. Sinopharm Industrial Investment Co.,Ltd. 61.19%

PRC

Dalian Yalifeng Biologic Pharmaceutical Co.,Ltd.

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

10


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


PRC

Shanghai Zhaohui Pharmaceutical Co.,Ltd.


PRC

Shanghai Fukun Pharmaceutical Technology Development Co.,Ltd.

Shanghai Fosun Pharmaceutical Industrial Development Co.,Ltd.100%

PRC

Shanghai Fusheng Pharmaceutical Technology Development Co.,Ltd.


PRC

Shanghai Fosun New Drug Research Co.,Ltd.


PRC

Shanghai Clone Biological High Technology Co.,Ltd.


PRC

Shanghai Qiguang Investment Management Co.,Ltd.


PRC

Shenyang Red Flag Pharmaceutical Co.,Ltd.


PRC

Chongqing Yao Pharmaceutical Company Limited


PRC

Chongqing Pharmaceutical Research Institute Co., Ltd.

Shanghai Fosun Pharmaceutical Industrial Development Co.,Ltd. 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.


PRC

11


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.


PRC

Shanghai Xingbai Biological Technology Co.,Ltd.

Shanghai Fosun Changzheng Medical Science Co.,Ltd. 75%

PRC

Shanghai Longsha Fosun Pharmaceutical Technology Development Co.,Ltd.


PRC

Shanghai Xingyao Pharmaceutical Technology Development Co.,Ltd.

Shanghai Fosun Changzheng Medical Science Co.,Ltd.100%

PRC

Yaneng Biological Technology (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 Hospital Company Limited

Shanghai Yicheng Hospital Investment Management Co.,Ltd. 55%

PRC

Foshan Chancheng Central Hospital Company Limited


PRC

Guangzhou Nanyang Cancer Hospital Co, Ltd.


PRC

Fosun Industrial Co., Limited Shanghai Fosun Pharmaceutical (Group) Co., Ltd. 100%

Hong Kong

Ample Up Limited Fosun Industrial Co., Limited 67.53%； Shanghai Fosun Pharmaceutical (Group) Co., Ltd.32.47%

Hong Kong

Chindex Medical Limited Ample Up Limited 70% Hong Kong Chindex Export Limited Chindex Mecdical Limited 100% British Virgin Islands Chindex Export Medical Products LLC

Chindex Export Limited 100% America

Chindex Asia Holdings Chindex Exprot Limited 100% Mauritius Chindex China-Exprot Gmbh Chindex Exprot Limited 100% Germnay Chindex Hong Kong Limited Chindex Export Limited 100% Hong Kong Guilin Pharma Western Africa Co., Ltd

Shanghai Guilin Pharma Co., Ltd 95% Hong Kong

Guilin Pharma Afrique Francophone

Guilin Pharma Western Africa Co., Ltd 100%

Cote d'Ivoire

FOSIUM Innovations (HK) Co., Limited

Fosun Industrial Co., Limited 51% Hong Kong

Sisram Medical Limited Ample Up Limited 30.03% Chindex Medical Limited 36.17%

Israel

Alma Lasers Ltd. SISRAM MEDICAL LTD., 95.16% Israel Alma Lasers Inc. Alma Lasers Ltd.100% America Alma Laser GmbH Alma Lasers Ltd.100% Germany Alma Lasers AT GmbH Alma Lasers GmbH.100% Austria Guilin Pharmaceuticals Nigeria Limited

Shanghai Guilin Pharma Co., Ltd 70% Nigeria

Guilin Pharmaceutical（Ghana） Limited

Guilin Pharmaceutical（Ghana） Limited 100%

Ghana

Miacom Diagnostics Inc. miacom Diagnostics GmbH 100% America Shanghai Fosun Health Industry Shanghai Fosun High Technology PRC

12


Holdings Co.,Ltd. (Group) Co.,Ltd. 100% Shanghai Fosun Industrial Technology Development Co., Ltd.

Shanghai Fosun Industrial Investment Co.,Ltd. 100%

PRC

Shanghai Fosun Pioneering Investment Management Co.,Ltd.


PRC

Shanghai Pingju Investment Management Co.,Ltd.


PRC

Shanghai Pingtao Investment Management Co.,Ltd.


PRC

Shanghai Pingao Investment Management Co.,Ltd.


PRC

Hainan Fuxin Titanium industry Co.,Ltd.

Shanghai Fosun Industrial Investment Co.,Ltd. 30％

Hainan Fosun Mining Co.,Ltd. 30％ PRC

Shanghai Fosun Kunzhong Equity Investment Management Co.,Ltd.


PRC

Yadong Beichen Investment Management Co.,Ltd.


PRC

Fosun Carlye (Shanghai) Equity Investment Management Co.,Ltd.


PRC

Fosun-Carlye (Shanghai) Equity Investment Fund L.P.

GP: Fosun Carlye (Shanghai) Equity Investment Management Co.,Ltd.

PRC

Hainan Mining Co.,Ltd.

Shanghai Fosun Industrial Investment Co.,Ltd. 40% Shanghai Fosun High Technology (Group) Co.,Ltd.20%

PRC

Hainan Haikuang International Trading Co.,Ltd.

Hainan Mining Co., Ltd. 100% PRC

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.


PRC

Shanghai Fosun Capital Investment Management Co.,Ltd.

Shanghai Fosun Industrial Investment Co.,Ltd.100%

PRC

Pramerica Fosun Life Insurance Co., Ltd.

Shanghai Fosun Industrial Technology Development Co., Ltd. 50%

PRC

Shanghai Fosun Weishi Investment Management Co.,Ltd.

Shanghai Fosun Capital Investment Management Co.,Ltd.75％

PRC

Shanghai Fosun Weishi Equity Investment Management Partnership (Limited Partnership)

Shanghai Fosun Capital Investment Management Co.,Ltd.75％

PRC

Shanghai Weiyi Investment Management Co.,Ltd.

Shanghai Fosun Capital Investment Management Co.,Ltd. 100％

PRC

Shanghai Fosun Weishi Phase I Equity Investment Fund Partnership (L.P.)

GP: Shanghai Fosun Weishi Investment Management Co.,Ltd.

PRC

Shanghai Fosun Capital Equity Investment Fund Partnership (L.P.)

GP：Shanghai Fosun Capital Investment Management Co.,Ltd.

PRC

Shanghai Xingyi Health Management Co.,Ltd.

Shanghai Fosun Health Industry Holdings Co.,Ltd. 100%

PRC

Shanghai Pingrun Investment Shanghai Fosun Health Industry PRC

13


Management Co.,Ltd. Holdings Co.,Ltd. 100% Tibet Fosun Investment Management Co.,Ltd.

Shanghai Fosun Pioneering Investment Management Co.,Ltd.100%

PRC

Shanghai Fosun Chuanghong Equity Investment Fund Partnership (L.P.)

GP: Tibet Fosun Investment Management Co.,Ltd.

PRC

Shanghai Xiuping Investment Management Co.,Ltd.


PRC

Shanghai Fosun Mining Investment Management Co.,Ltd.


PRC

Zunyi Century Coloured Metals Co.,Ltd

Shanghai Fosun Mining Investment Management Co.,Ltd. 55%

PRC

Shanghai Fosun Purun Equity Investment Partnership(Limited Partnership)

LP: Shanghai Fosun Pioneering Investment Management Co.,Ltd.99%

PRC

Shanghai Star Capital Investment Co.,Ltd.

Zhejiang Fosun Business Development Co.,Ltd. 61.22%

PRC

Shanghai Xinghong Investment Holdings Co.,Ltd.

Zhejiang Fosun Business Development Co.,Ltd.100%

PRC

Fosun Liyuan Business Investment Management (Shanghai) Co.,Ltd.

Zhejiang Fosun Business Development Co.,Ltd. 90%

PRC

Shanghai Xingyi Investment Co.,Ltd.


PRC

Starcastle Senior Living Corporation


PRC

Starcastle (Shanghai) Investment Consulting Co.,Ltd.


PRC

Starcastle (Shanghai) Health Management Co.,Ltd.


PRC

Shanghai Fuyi Artworks Investment Co.,Ltd.


PRC

Shanghai Resource Property Consultancy Co., Ltd.


PRC

Shanghai Yuyuan Business Tourism Industrial Investment Management Co.,Ltd.


PRC

Shanghai Qijin Investment Management Co.,Ltd.


PRC

Shanghai Haizhimen Property Investment Management Co.,Ltd.


PRC

Shanghai Xingjing Equity Investment Co.,Ltd.


PRC

Shanghai Yihua Industrial Ltd Zhejiang Fosun Business Development Co.,Ltd. 50%

PRC

Shanghai Hengyi Industrial Ltd Zhejiang Fosun Business Development Co.,Ltd. 50%

PRC

Shanghai Jiatou Industrial Ltd Zhejiang Fosun Business Development Co.,Ltd. 50%

PRC

Shanghai Star Capital Equity Investment Management Co.,Ltd.

Shanghai Star Capital Investment Co.,Ltd. 100%

PRC

Shanghai Star Capital Equity Investment Center (Limited Partnership)

GP ： Shanghai Star Capital Equity Investment Management Co.,Ltd.

PRC

Shanghai Xingren Equity Investment Management Co.,Ltd.


PRC

Shanghai Xingren Equity Investment Center (Limited Partnership)

GP：Shanghai Star-ren Equity Investment Management Co.,Ltd.

PRC

Shanghai Xinghan Equity Investment Center (Limited Partnership)

GP：Shanghai Star-ren Equity Investment Management Co.,Ltd.

PRC

14


Shanghai Xingheng Equity Investment Fund Management Co.,Ltd.


PRC

Shanghai Xingwang Equity Investment Fund Management Co.,Ltd.


PRC

Shanghai Star Capital Properties Development Management Co.,Ltd.


PRC

Star Capital (Wuhu) Equity Investment Fund Management Co.,Ltd.


PRC

Wuhu Star Capital Equity Investment Center (Limited Partnership)

GP ： Star Capital (Wuhu) Equity Investment Fund Management Co.,Ltd.

PRC

Wuhu Xingwang Equity Investment Center (Limited Partnership)


PRC

Wuhu Xingheng Equity Investment Center (Limited Partnership)


PRC

Wuhu Xingyao Equity Investment Center (Limited Partnership)


PRC

Anji Star Capital Equity Investment Management Co.,Ltd.


PRC

Huzhou Xingyao Equity Investment Partnership (Limited Partnership)

GP：Anji Star Capital Equity Investment Management Co.,Ltd.

PRC

Shanghai Xingwei Equity Investment Management Co.,Ltd.


PRC

Shanghai Xingwei Equity Investment Center (Limited Partnership)

GP：Shanghai Xingwei Equity Investment Management Co.,Ltd.

PRC

Shanghai Xinglv Equity Investment Management Co.,Ltd.


PRC

Shanghai Xinglv Equity Investment Center (Limited Partnership)

GP：Shanghai Xinglv Equity Investment Management Co.,Ltd.

PRC

Shanghai Star Capital Business Management Co.,Ltd.


PRC

Nantong Star Capital Business Management Co.,Ltd.

Shanghai Star Capital Business Management Co.,Ltd.100%

PRC

Shanghai Xinghong Equity Investment Management Co.,Ltd.

Shanghai Xinghong Investment Holdings Co.,Ltd. 100%

PRC

Shanghai Xinghong Phase I Equity Investment Fund Partnership (Limited Partnership)

GP ： Shanghai Xinghong Equity Investment Management Co.,Ltd.

PRC

Chengdu Xinghong Investment Co.,Ltd.

Shanghai Xinghong Investment Holdings Co.,Ltd.70%

PRC

Sichuan Guangyuan Cangxi Xinghong Business and Trading Development Co.,Ltd.

Chengdu Xinghong Investment Co.,Ltd. 100%

PRC

Sichuan Guangyuan Cangxi Xinghong Meihao Plaza Investment Co.,Ltd.

Sichuan Guangyuan Cangxi Xinghong Business and Trading Development Co.,Ltd.100%

PRC

Shanxi Ankang Xinghong Business and Trading Development Co.,Ltd.

Chengdu Xinghong Investment Co.,Ltd.100%

PRC

Shanxi Ankang Xinghong Tianmao City Development Co.,Ltd.

Shanxi Ankang Xinghong Business and Trading Development Co.,Ltd.100%

PRC

Cangsu Business Investment Management (Suzhou) Co.,Ltd.

Fosun Liyuan Business Investment Management (Shanghai) Co.,Ltd.70%

PRC

Wuhu Xingyi Equity Investment Shanghai Xingyi Investment Co.,Ltd. PRC

15


Management Co.,Ltd. 100% Shanghai Xingyi Property Broker Co.,Ltd.

Shanghai Xingyi Investment Co.,Ltd. 100%

PRC

Shanghai Xingyi Ruiying Business Management Co.,Ltd.

Shanghai Xingyi Investment Co.,Ltd. 100%

PRC

Wuhu Xingyi Ruiying Business Management Co.,Ltd.

Shanghai Xingyi Ruiying Business Management Co.,Ltd.100%

PRC

Yantai Xingyi Ruiying Business Management Co.,Ltd.

Shanghai Xingyi Ruiying Business Management Co.,Ltd.100%

PRC

Shanghai Resource Property Broker Co., Ltd.

Shanghai Resource Property Consultancy Co., Ltd.100%

PRC

Shanghai Resource Property Marketing Planning Co., Ltd.

Shanghai Resource Property Broker Co., Ltd.100%

PRC

Shanghai Fujie Decorating Engineering Co., Ltd.


PRC

Wuhan Resource Property Broker Co., Ltd.


PRC

Nanjing Resource Property Broker Co., Ltd.


PRC

Wuxi Resource Property Consultancy Co., Ltd.


PRC

Chongqing Cetong Property Broker Co., Ltd.


PRC

Suzhou Cetong Property Broker Co., Ltd.


PRC

Hangzhou Cexing Property Broker Co., Ltd.


PRC

Tianjin Resource Property Broker Co., Ltd.


PRC

Changsha Cetong Property Broker Co., Ltd.


PRC

Chengdu Zhisheng Resource Property Broker Co., Ltd.


PRC

Xian Resource Property Broker Co., Ltd.


PRC

Shanghai Resource Xing Housing Broker Co.,Ltd.


PRC

Shanghai Resource Advertising Co.,Ltd.


PRC

Shanghai Yuanli Investment Management Co.,Ltd.


PRC

Shanghai Resource Property Investment Co.,Ltd.


PRC

Shanghai Zhisheng Resource Property Broker Co.,Ltd.


PRC

Shanghai Xingyu Chuanghui Investment Management Co., Ltd.

Shanghai Yuyuan Business Tourism Industrial Investment Management Co.,Ltd. 100%

PRC

Hainan Atlantis Business Tourism Development Co.,Ltd.

Shanghai Qijin Investment Management Co.,Ltd. 100%

PRC

Shanghai Zendai Bund International Finance Services Center Properties Co.,Ltd.

Shanghai Haizhimen Property Investment Management Co.,Ltd. 100%

PRC

Wuhu Xingyan Properties Co.,Ltd. Wuhu Xingshuo Investment Co.,Ltd.100%

PRC

Yantai Xingyi Investment Co.,Ltd. Wuhu Xingshuo Investment Co.,Ltd.100%

PRC

Yantai Xingyi Properties Co.,Ltd. Yantai Xingyi Investment Co.,Ltd. 99.5% PRC

Dalian Fubai Properties Ltd Shanghai Yihua Industrial Co.,Ltd. 90.01% Shanghai Jiatou Industrial Co.,Ltd. 9.99%

PRC

Dalian Funian Properties Ltd Shanghai Jiatou Industrial Co.,Ltd. PRC

16


90.01% Shanghai Hengyi Industrial Co.,Ltd. 9.99%

Dalian Fucheng Properties Ltd Shanghai Hengyi Industrial Co.,Ltd. 90.01% Shanghai Yihua Industrial Co.,Ltd. 9.99%

PRC

17

Appendix III Companies held by Fosun Financial Holdings Limited


Greatest Investments Limited Fosun Financial Holdings Limited 100% British Virgin Islands Financial Vantage Limited Fosun Financial Holdings Limited 100% British Virgin Islands Lucky Palm Investments Limited Fosun Financial Holdings Limited 100% British Virgin Islands Orrick Investments Limited Fosun Financial Holdings Limited 100% British Virgin Islands Key Empire Investments Limited Fosun Financial Holdings Limited 100% British Virgin Islands Fosun Momentum Holdings Limited Fosun Financial Holdings Limited 100% Cayman Islands Gold Warrior Investments Limited Fosun Financial Holdings Limited 100% Cayman Islands Fosun Golden Corona Finance Company Limited

Fosun Financial Holdings Limited 100% Hong Kong

Hangzhou Financial Investment Leasing Ltd.

Fosun Golden Corona Finance Company Limited 50%

China

Fosun Great China Finance Company Limited

Fosun Financial Holdings Limited 100% Hong Kong

GCFL Holdings Limited Fosun Great China Finance Company Limited 59.4%

Hong Kong

Great China Finance Leasing Ltd. GCFL Holdings Limited 100% China Miracle Nova Limited Fosun Financial Holdings Limited 100% Hong Kong Millennium Gain Limited Fosun Financial Holdings Limited 100% Hong Kong Longrun Porugal, SGPS, S.A. Millennium Gain Limited 100% Portugal Fidelidade – Companhia de Seguros, S.A.

Longrun Porugal, SGPS, S.A. 80% Portugal

Via Directa – Companhia de Seguros, S.A.

Fidelidade – Companhia de Seguros, S.A. 100%

Portugal

Companhia Portuguesa de Resseguros, S.A.


Portugal

Fidelidade – Investimentos Imobiliários, S.A. (FISA)


Portugal

GEP - GESTÃO DE PERITAGENS, S.A. Fidelidade – Companhia de Seguros, S.A. 100%

Portugal

EAPS - EMPRESA DE ANÁLISE, PREVENÇÃO E SEGURANÇA, S.A.


Portugal

Fundo SAUDEINVESTE Fidelidade – Companhia de Seguros, S.A. 81.94%

Portugal

Cetra - CENTRO TÉCNICO DE REPARAÇÃO AUTOMÓVEL, S.A.


Portugal

Universal Seguros, S.A. Fidelidade – Companhia de Seguros, S.A. 67%

Portugal

Fundo BONANÇA I Fidelidade – Companhia de Seguros, S.A. 100%

Portugal

Cares - Companhia de Seguros, S.A. Longrun Porugal, SGPS, S.A. 80% Portugal CARES RH - Companhia de Assistência e Representação de Seguros, S.A.

Cares - Companhia de Seguros, S.A. 100% Portugal

CARES MULTIASSISTANCE, S.A. CARES RH - Companhia de Assistência e Representação de Seguros S.A. 51%

Portugal

Multicare - Seguros de Saúde, S.A. LONGRUN PORTUGAL, SGPS, S.A. 80% Portugal Mettlesome Investments Limited Fosun Financial Holdings Limited 100% Hong Kong Novel Growth Limited Fosun Financial Holdings Limited 100% Hong Kong Spinel Investment Limited Fosun Financial Holdings Limited 100% Hong Kong Peak Reinsurance Holdings Limited Spinel Investment Limited 85.1% Bermuda Peak Reinsurance Company Limited Peak Reinsurance Holdings Limited 100% Hong Kong Fosun Momentum Holdings Limited Fosun Financial Holdings Limited 100% Cayman Islands Fosun China Momentum Fund GP, Ltd. Fosun Momentum Holdings Limited 100% Cayman Islands China Momentum Fund,L.P. Fosun China Momentum Fund GP, Ltd.(GP) Cayman Islands CMF Associates,L.P. Fosun China Momentum Fund GP,Ltd.(GP) Cayman Islands

CMF Health Investment GP Ltd. China Momentum Fund, L.P. 65.12% Fosun Industrial Co., Limited 34.88%

Cayman Islands

CMF Health Investment LP CMF Health Investment GP Ltd.(GP) Cayman Islands Billion Infinity Investment Limited Fosun Financial Holdings Limtied 100% Hong Kong

18

Appendix IV Companies held by Fosun Gold Holdings Limited


Fosun Transcendent Resources Limited

Fosun Gold Holdings Limited 100% Hong Kong

Shanghai Fujie Computer System Co.,Ltd.

Fosun Gold Holdings Limited 100% PRC

Hainan Fosun Mining Co.,Ltd. Fosun Gold Holdings Limited 100% PRC Shanghai Guanyang Software Co.,Ltd. Fosun Gold Holdings Limited 100% PRC

19

Appendix V Companies held by Fosun Property Holdings Limited

Company Name Direct Shareholder and Interest Held

Place of Incorporation

Summit Glory Holdings Limited Fosun Property Holdings Limited 100%

British Virgin Islands

Rosy Chance Global Limited Fosun Property Holdings Limited 100%


Globeview Global Limited Fosun Property Holdings Limited 100%


Speedy Clipper Investments Limited Fosun Property Holdings Limited 100%

Cayman Islands

Luxuriant Century Limited Fosun Property Holdings Limited 100%

Hong Kong

Bounteous Return Limited Fosun Property Holdings Limited 100%

Hong Kong

Stater Logistics Holdings Company Limited

Fosun Property Holdings Limited 100%

Hong Kong

Galaxy Wonder Limited Fosun Property Holdings Limited 100%

Hong Kong

Spread Grand Limited Fosun Property Holdings Limited 100%

Hong Kong

Marble Holdings Co., Ltd. Galaxy Wonder Limited 100% Japan IDERA Capital Management, Ltd. Marble Holdings Co.Ltd 98% Japan

H・M YUGEN KAISHA IDERA Capital Management, Ltd. 100%

Japan

DENEB TOKUTEIMOKUTEKI KAISHA IDERA Capital Management, Ltd. 100%

Japan

GODO KAISHA TENNOZU ONE IDERA Capital Management, Ltd. 100%

Japan

Summit Glory Inc Summit Glory Holdings Limited 100%

USA-Delaware

Summit Glory LLC Summit Glory Inc. 100% USA-Delaware Portsoken JV GP Limited Bounteous Return Limited 50.01% Jersey Portsoken JV LP Portsoken JV GP Limited(GP) Jersey Portsoken Investments Limited Portsoken JV LP 100% Jersey Portsoken Advisers LLP Bounteous Return Limited 50.01% British Clear Water Bay Land Company Limited

Sunhill Global Limited 100% Hong Kong

Sunhill Global Limited Globeview Global Limited 60% British Virgin Islands

20

Appendix VI Companies held by Fosun Industrial Holdings Limited



Sparkle Assets Limited Fosun Industrial Holdings Limited 100%


Logo Star Limited Fosun Industrial Holdings Limited 100%


Modern Dragon Holdings Limited Fosun Industrial Holdings Limited 100%


Enormous Victory Limited Fosun Industrial Holdings Limited 100%


Great Pick Investments Limited Fosun Industrial Holdings Limited 100%


Fosun Equity Investment Management Ltd.

Fosun Industrial Holdings Limited 100%

Cayman Islands

Fosun Equity Investment Ltd. Fosun Industrial Holdings Limited 100%

Cayman Islands

Pramerica - Fosun China Opportunity Fund, L.P.

Fosun Equity Investment Ltd.(GP) Cayman Islands

Topper Link Limited Fosun Industrial Holdings Limited 100%

Hong Kong

Primrose Treasure Limited Fosun Industrial Holdings Limited 75% Hong Kong

Luminary Talent Limited Fosun Industrial Holdings Limited 100%

Hong Kong

Glamorous Sky Limited Fosun Industrial Holdings Limited 100%

Hong Kong

Fosun Luxembourg Holdings S.à r.l. Fosun Industrial Holdings Limited 100%

Luxembourg

FF Investment Luxembourg 1 S.à r.l. Fosun Industrial Holdings Limited 100%

Luxembourg

Laxton Investments Limited Fosun Industrial Holdings Limted 100%

Hong Kong

Vigor Kobo Co., Ltd. Laxton Investments Limited 20% Taiwan

Auspicious Success Limited Fosun Industrial Holdings Limited 100%

Hong Kong

Shanghai Fosun Business Investment Management Co.,Ltd.

Fosun Gold Holdings Limited 23.2% Fosun Industrial Holdings Limited 76.8%

PRC

Shanghai Yousai Software Development Co.,Ltd.


PRC

Shanghai Fosun Metallurgy Technology Co.,Ltd.


PRC

Fu-ke Technology (Suzhou) Limited Fosun Industrial Holdings Limited 100%

PRC

Fushang Trading (Suzhou) Limited Fosun Industrial Holdings Limited 100%

PRC

Shanghai Fosun Enterprises Management Co.,Ltd.


PRC

Shanghai Dicheng Software Development Co.,Ltd.


PRC

Shanghai Fosun Metallurgy Investment Management Co.,Ltd.

Fosun Gold Holdings Limited 50% Fosun Industrial Holdings Limited 50%

PRC

21

Appendix VII Companies held by Fosun Management Holdings Limited



Business Solution Global Limited Fosun Management Holdings Limited 100%


Prestige Century Holdings Limited Fosun Management Holdings Limited 100%


Fosun Management (Southeast Asia) Pte. Ltd.

Fosun Management Holdings Limited 100%

Singapore

Fosun Management Japan Co., Ltd. Fosun Management Holdings Limited 100%

Japan

Fosun Management (UK) Limited Fosun Management Holdings Limited 100%

London

22


Shanghai Guangxin Technology

Development Co., Ltd.

Guo Guangchang 58% PRC

Shanghai Yincai Labour Services Co.,

Ltd.


Development Co., Ltd.100%

PRC

Shanghai Fumao Trading Development

Co., Ltd.


Development Co., Ltd.100%

PRC

Sichuan Zhongguang Lightning

Protection Technologies Co., Ltd.


Development Co., Ltd. 28,4765%

PRC

Shanghai Xingjian Investment

Management Co., Ltd.


Development Co., Ltd. 70%

PRC

Joy Group Co.,Ltd. Shanghai Guangxin Technology


PRC

Shanghai Fuxin Sports Culture

Transmission Co., Ltd.

Shanghai Xingjian Investment Management

Co., Ltd.84%

PRC

Shanghai Shisuo Education Investment

Mangement Co., Ltd.

Shanghai Xingjian Investment Management

Co., Ltd. 40%

PRC

Shanghai Fosun High New Technology

Development Co,, Ltd.


Shanghai Fuli Culture Transmission Co.,

Ltd.



PRC

Shanghai Yi-star Sports Development

Co., Ltd.



PRC

Shanghai Fuxing Information Industrial

Development Co., Ltd.


Development Co., Ltd. 90% Shanghai Fosun

High New Technology Development Co., Ltd.

10%

PRC

Shanghai Joy Internet Co., Ltd. Joy Group Co.,Ltd. 65,11% Shanghai Fuxing

Information Industrial Development Co.,

Ltd. 4,44%

PRC

Shanghai Fosun Books Publishing

Industrial Co., Ltd.



PRC

Shanghai Subway Books Services Co.,

Ltd.

Shanghai Fosun Books Publishing Industrial

Co., Ltd. 100%

PRC

Shanghai Jiuyuan Publishing Services

Co.,Ltd.

Shanghai Fosun Books Publishing Industrial

Co., Ltd. 51%

PRC

Shanghai Technology Products Expo Shanghai Fuxing Information Industrial PRC

23


Magazines Co.,Ltd. Development Co., Ltd. 39,17%

Guangdong 21st Century Media Co.,Ltd. Shanghai Fuxing Information Industrial


PRC

Guangzhou Xingye Culture

Transmission Co.,Ltd.



PRC

Shenzhen Zhuorun Technology Co.,Ltd. Shanghai Fuxing Information Industrial


PRC

Yadong Guangxin Technology

Development Co.,Ltd.


Yadong Xingchen Investment


Yadong Guangxin Technology Development

Co.,Ltd. 100%

PRC

Shanghai Xingye Investment


Yadong Guangxin Technology Development

Co.,Ltd. 100%

PRC

Xizang Xingye Investment Management

Co.,Ltd.

Shanghai Xingye Investment Development

Co.,Ltd, 100%

PRC

Shanghai Xingshang Investment

Co.,Ltd.


Co.,Ltd.l00%

PRC

Shanghai Pinghan Investment

Management Co.,Ltd.


Co.,Ltd. 100%

PRC

Tebon Securities Co.,Ltd. Shanghai Xingye Investment Development

Co.,Ltd. 93,64%

PRC

Zhongzhou Futures Co.,Ltd. Tebon Securities Co.,Ltd. 90% PRC

Tebon Xingrui Capital Management

Co.,Ltd.

Tebon Securities Co.,Ltd. 100% PRC

Tebon Xingsheng Capital Management

Co.JLtd.

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

Management Co.,Ltd. 10%

Tebon Fund Management Co.,Ltd. 40%

PRC

Shanghai Ganglian Electronic Busines

Co.,Ltd.


Co.,Ltd. 30,09%

PRC

Shanghai Ganglian Logistic Joint

Network Co.,Ltd.

Shanghai Xingshang Investment Co.,Ltd.

90%

PRC

Shanghai Ruihua Chaoyang Artworks

Co.,Ltd.


Co.,Ltd. 20%

PRC

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