Fosun Tourism Group
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Fosun Tourism Group, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular. Fosun Tourism Group 復星旅遊文化集团 (a company incorporated under the laws of the Cayman Islands with limited liability) (Stock Code: 01992) (1) PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES (2) PROPOSED RE-ELECTION OF DIRECTORS (3) RE-APPOINTMENT OF AUDITORS (4) NOTICE OF ANNUAL GENERAL MEETING A notice convening the Annual General Meeting to be held at 4:00 p.m. on Thursday, 20 May 2021 at 39th Floor, Tower S1, the Bund Finance Centre, 600 Zhongshan No. 2 Road (E), Huangpu District, Shanghai, the PRC is set out in this circular. A form of proxy for use at the Annual General Meeting is enclosed. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.fosunholiday.com). If you are not able to attend the Annual General Meeting, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours (no later than 4:00 p.m. on 18 May 2021 (Tuesday)) before the time appointed for the holding of the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the meeting if they so wish. 19 April 2021 CONTENTS Page Definitions ........................................................... 1 Letter from the Board 1. Introduction ................................................... 4 2. Proposed Granting of the Repurchase Mandate and Issuance Mandate ....... 5 3. Proposed Re-election of Directors ................................... 6 4. Re-Appointment of Auditors ....................................... 6 5. Annual General Meeting and Proxy Arrangement ....................... 7 6. Voting by Poll.................................................. 7 7. Recommendation................................................ 7 8. General Information ............................................. 8 Appendix I — Explanatory Statement on the Repurchase Mandate ........... 9 Appendix II — Details of Directors Proposed to be Re-elected at the Annual General Meeting .......................... 13 Notice of Annual General Meeting ......................................... 18 –i– DEFINITIONS In this circular, unless the context otherwise requires, the following expressions shall have the following meanings: “Annual General Meeting” an annual general meeting of the Company to be held at 4:00 p.m. on Thursday, 20 May 2021 at 39th Floor, Tower S1, the Bund Finance Centre, 600 Zhongshan No. 2 Road (E), Huangpu District, Shanghai, the PRC, to consider and, if appropriate, to approve the resolutions contained in the notice of Annual General Meeting which is set out in this circular, or any adjournment thereof “Articles of Association” the articles of association of the Company (as amended from time to time) “Board” the board of Directors “Companies Law” the Companies Law (2018 Revision) of the Cayman Islands “Company” or “our Company” Fosun Tourism Group, a company incorporated under the laws of the Cayman Islands with limited liability, the shares of which are listed on the main board of the Stock Exchange (stock code: 1992) “Director(s)” the director(s) of the Company “EUR” Euro, the lawful currency of European Union “FHL” Fosun Holdings Limited, a company incorporated in Hong Kong with limited liability “FIL” Fosun International Limited, our controlling shareholder, a limited liability company incorporated in Hong Kong, whose shares are listed on the main board of the Stock Exchange (stock code: 656) “Fosun International Holdings” Fosun International Holdings Ltd., a company incorporated in the British Virgin Islands with limited liability –1– DEFINITIONS “Group” our Company and our subsidiaries at the relevant time or, where the context so requires, in respect of the period before our Company became the holding company of our present subsidiaries, the business operated by such subsidiaries or their predecessors (as the case may be) “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Issuance Mandate” as defined in paragraph 2(b) of the “Letter from the Board” set out in this circular “Latest Practicable Date” 12 April 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular “Listing Date” 14 December 2018 “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Nomination Committee” the nomination committee of the Company “PRC” the People’s Republic of China “Repurchase Mandate” as defined in paragraph 2(a) of the “Letter from the Board” set out in this circular “RMB” Renminbi, the lawful currency of the PRC “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Share(s)” ordinary share(s) of the Company or if there has been a subsequent sub-division, consolidation, reclassification or reconstruction of the shares of the Company, shares forming part of the ordinary shares of the Company “Shareholder(s)” holder(s) of issued Share(s) –2– DEFINITIONS “Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeovers Code” The Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission in Hong Kong “%” per cent –3– LETTER FROM THE BOARD Fosun Tourism Group 復星旅遊文化集团 (a company incorporated under the laws of the Cayman Islands with limited liability) (Stock Code: 01992) Executive Directors: Registered Office: Mr. Qian Jiannong Harneys Fiduciary (Cayman) Limited (Chairman and Chief Executive Officer) 4th Floor, Harbour Place Mr. Henri Giscard d’Estaing 103 South Church Street (Vice Chairman and P.O. Box 10240 Deputy Chief Executive Officer) Grand Cayman KY1-1002 Mr. Wang Wenping Cayman Islands (Vice President and Chief Financial Officer) Principal Place of Business Mr. Xu Bingbin in Hong Kong: (Executive President and Room 808 & 2101-06 Co-Chief Financial Officer) ICBC Tower 3 Garden Road Central Independent Non-executive Directors: Hong Kong Dr. Allan Zeman Mr. Guo Yongqing Ms. Katherine Rong Xin To the Shareholders Dear Sirs or Madams, (1) PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES (2) PROPOSED RE-ELECTION OF DIRECTORS (3) RE-APPOINTMENT OF AUDITORS (4) NOTICE OF ANNUAL GENERAL MEETING 1. INTRODUCTION The purpose of this circular is to provide the Shareholders with information in respect of the resolutions to be proposed at the Annual General Meeting for, inter alia, (i) the granting of the Repurchase Mandate to the Directors; (ii) the granting of the Issuance Mandate to the Directors; –4– LETTER FROM THE BOARD (iii) the extension of the Issuance Mandate by adding to it the issued Shares repurchased by the Company under the Repurchase Mandate; (iv) the re-election of Directors; and (v) the re-appointment of auditors and to give you notice of the Annual General Meeting relating to, among other matters, these matters. 2. PROPOSED GRANTING OF THE REPURCHASE MANDATE AND ISSUANCE MANDATE As at the Latest Practicable Date, the issued Shares comprised 1,236,202,426 shares. At the annual general meeting of the Company held on 20 May 2020, general mandates were granted to the Directors to issue and repurchase Shares respectively. Such mandates will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to issue and repurchase Shares if and when appropriate, the following ordinary resolutions will be proposed at the Annual General Meeting to approve the granting of new general mandates to the Directors: (a) to repurchase Shares on the Stock Exchange of up to 10% of the total issued Shares on the date of passing of such resolution, which is up to 123,620,242 Shares (assuming that there will be no change in the number of Shares in issue between the Latest Practicable Date and the date of the Annual General Meeting); (b) to allot, issue or deal with new Shares of up to 20% of the total issued Shares on the date of passing of such resolution, which is up to 247,240,485 Shares (assuming that there will be no change in the number of Shares in issue between the Latest Practicable Date and the date of the Annual General Meeting); and (c) to extend the Issuance Mandate by an amount representing the Shares repurchased