11 September 2014 Norton Rose Fulbright Australia ABN 32 720 868 049 Level 15, RACV Tower 485 Bourke Street MELBOURNE VIC 3000 AUSTRALIA Company Announcements Tel +61 3 8686 6000 Australian Securities Exchange Fax +61 3 8686 6505 Level 2 GPO Box 4592, Melbourne VIC 3001 120 King Street MELBOURNE VIC 3000 DX 445 Melbourne nortonrosefulbright.com Direct line +61 3 8686 6710 Email [email protected] Our reference: 2813782 Dear Sir/Madam Proposed takeover bid for all of the ordinary shares in Roc Oil Company Limited We act for a wholly owned subsidiary of Fosun International Limited, Transcendent Resources Limited (Fosun ) in relation to its off-market takeover bid for all of the ordinary shares in Roc Oil Company Limited (ROC ) ( Offer ). On behalf of Fosun, we enclose: (1) a copy of the bidder’s statement dated 11 September 2014 containing the Offer ( Bidder’s Statement ) in accordance with subsection 633(1), item 5 of the Corporations Act 2001 (Cth); and (2) a notice of the date for determining the people to whom information is to be sent in accordance with subsection 633(1), items 6 and 12 of the Corporations Act 2001 (Cth). We note that a copy of the Bidder’s Statement was today sent to the Australian Securities and Investments Commission, and will be sent to ROC today. Yours faithfully James Stewart Partner Norton Rose Fulbright Australia Encl. For personal use only APAC-#24123292-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. THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in doubt about how to deal with this document, you should contact your broker, financial adviser or legal adviser immediately. Fosun Bidder’s Bidder’s Statement Statement Bidder’s Statement in relation to an off-market bid by Transcendent Resources Limited, a wholly owned Subsidiary of Fosun International Limited, to purchase all of the shares on issue as at 7.00pm (Sydney time) on 11 September 2014 in Roc Oil Company Limited ABN 32 075 965 856 for $0.69 cash per share ACCEPT the cash Offer by Fosun of $0.69 per share for all of your shares in Roc Oil Company Limited ROC Target’s Target’s Statement Target’s Statement This Target’s Statement has been issued in response to the off-market takeover bid made by Transcendent Resources Limited (Fosun), a wholly-owned Subsidiary of Fosun International Limited (Fosun International), for all the ordinary shares in Roc Oil Company Limited (ROC). Your ROC Directors unanimously recommend thatFor personal use only you ACCEPT the takeover Offer from Fosun in the absence of a Superior Proposal. Financial Adviser to Fosun Legal Adviser to Fosun Financial Adviser to ROC Legal Adviser to ROC Part 1 Bidder’s Statement Contents 1 President’s Letter 4 2 Reasons to accept the Offer 6 3 Summary of the Offer and How to Accept 9 4 Frequently Asked Questions 11 5 Information about Fosun International and Fosun (Transcendent Resources Limited) 16 6 Information about ROC 21 7 Fosun’s intentions for ROC 24 8 Information on ROC securities 27 9 Funding 32 10 Taxation considerations 34 11 Other material information 36 12 Terms and Conditions of the Offer 40 13 Definitions and interpretation 48 14 Approval of this bidder’s statement 56 Annexure A 58 Annexure B 81 Part 2 Target’s Statement Contents 1 Frequently asked questions 89 2 ROC Directors’ recommendation 93 3 Reasons you should accept or not accept the Offer 95 4 Overview of ROC 97 5 Important matters for ROC Shareholders to consider 115 6 Key features of the Offer 121 7 Information relating to your ROC Directors 127 8 Additional information 130 9 Glossary and interpretation 135 10 Authorisation 142 Annexure A 144 For personal use only 1 Bidder’s Statement Bidder’s Statement in relation to an off-market bid by Transcendent Resources Limited, a wholly owned Subsidiary of Fosun International Limited, to purchase all of the shares on issue as at 7.00pm (Sydney time) on 11 September 2014 in Roc Oil Company Limited ABN 32 075 965 856 for $0.69 cash per share ACCEPT the cash Offer by Fosun of $0.69 per share for all of your shares in Roc Oil Company Limited This is an important document and requires your immediate attention. If you are in doubt about how to deal with this document, you should contact your broker, financial adviser or legal adviser immediately. Information hotline: If you have any queries in relation to the Offer, please call the Fosun Offer Information Line on: 1300 483 596 (for callers within Australia) or +61 3 9415 4108 (for callers outside Australia). For personal use only Financial Adviser to Fosun Legal Adviser to Fosun Fosun Bidder’s Statement 2 Important notices Important notices This Bidder’s Statement is dated 11 September 2014 and is given by Disclaimer as to forward looking statements Transcendent Resources Limited CR No.: 1933828 (a wholly-owned This Bidder’s Statement may include certain statements that are in the Subsidiary of Fosun International) (Fosun) to Roc Oil Company Limited nature of forward looking statements. You should be aware that such ABN 32 075 965 856 (ROC) under Part 6.5 of the Corporations Act in statements are only predictions and are subject to inherent risks and relation to the Takeover Bid for all of the shares in ROC. This Bidder’s uncertainties which could cause actual values, results, performance Statement was lodged with ASIC and ASX on 11 September 2014. Neither or achievements to differ materially from those expressed, implied or ASIC nor ASX nor any of their respective officers takes any responsibility projected in any forward looking statement. for the content of this Bidder’s Statement. The forward looking statements in this Bidder’s Statement reflect the This Bidder’s Statement does not take into account your individual views held only as at the date of this Bidder’s Statement. While Fosun investment objectives, financial situation or particular needs. Before believes that the expectations reflected in the forward looking statements deciding whether to accept the Offer under this Bidder’s Statement, you in this document are reasonable, no assurance can be given that such should consider the contents of the Bidder’s Statement in light of your expectations will prove to be correct. You are cautioned not to place undue personal circumstances (including financial and taxation issues) and reliance on any forward looking statement. seek professional advice from an accountant, stockbroker, lawyer or Defined terms other professional adviser. A number of defined terms are used in this Bidder’s Statement. These Key Dates terms are explained in section 13 of this Bidder’s Statement. In addition, unless the contrary intention appears or the context otherwise requires, Date of announcement of 4 August 2014 words and phrases used in the Corporations Act have the same meaning Takeover Bid and interpretation as in the Corporations Act. Date of Bidder’s Statement 11 September 2014 Information on ROC and lodgement with ASIC The information on ROC contained in this Bidder’s Statement is based on publicly available information. None of the information in the Bidder’s Opening date of Offer 15 September 2014 Statement concerning ROC’s business has been verified by Fosun for the purpose of this Bidder’s Statement. Accordingly, subject to the Closing date of Offer (unless 7:00pm (Sydney time) on Corporations Act, Fosun does not make any representation or warranty, extended or withdrawn) 15 October 2014 express or implied, as to the accuracy or completeness of the information. The information on ROC in this Bidder’s Statement should not be deemed to be comprehensive. Further information on ROC’s business will likely be Key Contacts included in the Target’s Statement. Share Registrar Fosun Offer Information Line* Foreign shareholders Computershare (within Australia) 1300 483 596 This Bidder’s Statement is intended to be distributed in Australia. The Investor Services distribution to countries outside of Australia may be restricted by law Pty Limited or regulation. If you are a foreign shareholder and in possession of this GPO Box 52 Bidder’s Statement, please ensure that you are aware of and observe any (outside Australia) +61 3 9415 4108 Melbourne, Victoria 3001 restrictions imposed in your jurisdiction. Privacy * Fosun may record calls to these telephone numbers. Fosun has collected your information from the register of ROC How to accept the Offer Shareholders for the purpose of making this Offer. The Corporations Act – If your ROC Shares are in an Issuer Sponsored Holding (your requires the name and address of shareholders to be held in a public SRN begins with an “I”): register. Your information may be disclosed on a confidential basis to Fosun and its Related Bodies Corporate and external service providers, Return a completed and signed Acceptance Form to the address and may be required to be disclosed to regulators such as ASIC. indicated in the form so that it is received before the end of the Offer Period. Reserves and resources Unless otherwise indicated, all reserves and resources information in – If your ROC Shares are in a CHESS Holding (your HIN this document in respect of ROC has been extracted from information begins with an “X”): included in public documents filed by ROC.