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For Personal Use Only Use Personal For 13 November 2014 Norton Rose Fulbright Australia ABN 32 720 868 049 Level 15, RACV Tower 485 Bourke Street MELBOURNE VIC 3000 AUSTRALIA Tel +61 3 8686 6000 Company Announcements Fax +61 3 8686 6505 Australian Securities Exchange GPO Box 4592, Melbourne VIC 3001 Level 2 120 King Street DX 445 Melbourne MELBOURNE VIC 3000 nortonrosefulbright.com Direct line +61 3 8686 6710 Email [email protected] Our reference: 2813782 Dear Sir/Madam Takeover bid by Transcendent Resources Limited for Roc Oil Company Limited (ROC) – interests of substantial holder We act for Transcendent Resources Limited ( Fosun ) and its associated companies and controllers, which includes Fosun International Limited ( Fosun Parties ) in relation to Fosun’s off-market takeover bid for all of the ordinary shares in Roc Oil Company Limited ( ROC ). On behalf of the Fosun Parties and in accordance with section 671B of the Corporations Act 2001 (Cth), we enclose a notice of change of interests of substantial holder in respect of ROC ( Form 604 ). This notice will be provided to ROC today. Yours faithfully James Stewart Partner Norton Rose Fulbright Australia Encl. For personal use only APAC-#24924633-v1 Norton Rose Fulbright Australia is a law firm as defined in the Legal Profession Acts of the Australian states and territory in which it practises. Norton Rose Fulbright Australia, Norton Rose Fulbright LLP, Norton Rose Fulbright Canada LLP, Norton Rose Fulbright South Africa (incorporated as Deneys Reitz Inc) and Fulbright & Jaworski LLP, each of which is a separate legal entity, are members of Norton Rose Fulbright Verein, a Swiss Verein. Details of each entity, with certain regulatory information, are at nortonrosefulbright.com. Norton Rose Fulbright Verein helps coordinate the activities of the members but does not itself provide legal services to clients. 604 page 2/2 15 July 2001 Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder To Company Name/Scheme Roc Oil Company Limited (ROC ) ACN/ARSN 075 965 856 1. Details of substantial holder (1) Fosun International Limited ( Fosun International ), Fosun Gold Holdings Limited ( Fosun Gold ), Fosun Holdings Limited (Fosun Holdings ), Fosun International Holdings Limited ( Fosun IHL ), and Transcendent Resources Limited Name (Transcendent ) and their related bodies corporate listed in Annexure A ( Other Fosun Companies ) and Mr Guang chang Guo and Mr Xinjun Liang ( Founders ) ACN/ARSN (if applicable) There was a change in the interests of the substantial holder on 12/11/2014 The previous notice was given to the company on 12/11/2014 The previous notice was dated 12/11//2014 2. Previous and present voting power The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows: Previous notice Present notice Class of securities (4) Person’s votes Voting power (5) Person’s votes Voting power (5) 77.854% (based on 80.423% (based on Fully paid ordinary shares 535,336,600 687,618,400 ordinary shares 553,001,235 687,618,400 ordinary on issue) shares on issue) 3. Changes in relevant interests Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows: Person whose Class and Consideration Date of relevant Nature of number of Person’s votes given in relation change interest change (6) securities affected to change (7) changed affected Acquisition of a relevant interest under s608(1) of the Corporations Act 2001 Transcendent, (Cth) pursuant to acceptance of offers $12,188,598.15 being Fosun Gold, Fosun dated 15 September 2014 made under consideration given for 17,664,635 ordinary 12/11/2014 International, Fosun Transcendent’s off-market takeover 17,664,635 votes 17,664,635 shares at an shares Holdings, Fosun IHL bid for the ordinary shares in ROC on offer price of $0.69 and Founders the terms set out in Transcendent’s Bidder’s Statement dated 11 September 2014. For personal use only 1 4. Present relevant interests Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows: Holder of Registered Person entitled Nature of Class and relevant holder of to be registered relevant number of Person’s votes interest securities as holder (8) interest (6) securities Taken under section 608(1) of the Corporations Act to have a relevant interest by Transcendent reason of the contracts formed by the acceptances of the Offer. Taken under section 608(3) of the Corporations Act to Fosun Gold have a relevant interest by reason of controlling Transcendent Taken under section 608(3) of the Corporations Act to Fosun International have a relevant interest by reason of controlling Fosun Persons to whom the Gold and Transcendent Offer was made who 553,001,235 fully Transcendent 553,001,235 have accepted the Taken under section 608(3) paid ordinary shares Offer of the Corporations Act to have a relevant interest by Fosun Holdings reason of controlling Fosun International, Fosun Gold and Transcendent Taken under section 608(3) of the Corporations Act to have a relevant interest by Fosun IHL reason of controlling Fosun Holdings, Fosun International, Fosun Gold and Transcendent Taken under section 608(3) of the Corporations Act to have a relevant interest by Founders reason of controlling Fosun IHL, Fosun Holdings, Fosun International, Fosun Gold and Transcendent 5. Changes in association The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows: Name and ACN/ARSN (if applicable) Nature of association N/A N/A 6. Addresses The addresses of persons named in this form are as follows: Name Address Transcendent Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong Fosun Gold Room 808, ICBC Tower, 3 Garden Road, Central, Hong Kong Fosun International Room 808, ICBC Tower, 3 Garden Road, Central, Hong Kong Fosun Holdings Room 808, ICBC Tower, 3 Garden Road, Central, Hong Kong For personal use only Fosun IHL Akara Building, 24 De Castro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands Founders No. 2, East Fuxing Road, Shanghai, PRC ROC Level 18, 321 Kent Street, Sydney, NSW 2000 Signature print name James Stewart capacity Authorised signatory sign here date 13/11/2014 DIRECTIONS (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form. (2) See the definition of "associate" in section 9 of the Corporations Act 2001. (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. (4) The voting shares of a company constitute one class unless divided into separate classes. (5) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100. (6) Include details of: (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies). See the definition of "relevant agreement" in section 9 of the Corporations Act 2001. (7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interes t was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included on any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired. (8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write “unknown’”. (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. For personal use only 604 GUIDE page 1/1 13 March 2000 Annexure A – Related bodies Corporate This is Annexure A of 16 pages mentioned in form 604 Notice of change of interests of substantial holder signed by James Stewart and dated 13 November 2014. Signature print name James Stewart capacity Authorised signatory sign here date 13 November 2014 Company Name Fosun Holdings Limited Fosun Investment Holdings Limited Fosun Media Holdings Limited Fosun International Limited Fosun Gold Holdings Limited Fosun Industrial Holdings Limited Fosun Property Holdings Limited Fosun Financial Holdings Limited Fosun Asset Holdings Limited Fosun Management Holdings Limited Shanghai Fosun High Technology (Group) Co., Ltd.
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