(Hong Kong – 20January2011) Fosun International Limited (“Fosun”) (HKEx: 00656) and Shanghai Forte Land Co., Ltd. (“Forte”) (HKEx: 02337) today published a joint announcement on the Hong Kong Stock Exchange that Fosun will make a voluntary conditional offer to acquire all of the issued H shares and domestic shares of Forte (“Voluntary Offers”). The consideration for the H share offer is HK$3.50 per share in cash and the consideration for the domestic share offer is equivalent in cash in RMB of HK$3.50 per share. Subject to the H share offer becoming unconditional in all respects, Forte will make an application for the listing of its H shares to be withdrawn from the Hong Kong Stock Exchange in accordance with the Hong Kong Listing Rules.

The consideration for the H share offer was determined on the basis of the most recent published financial information of Forte and Fosun’s review of Forte’s business.  According to estimates, the consideration for the H share offer represents: a premium of approximately 25.4% over the closing price of HK$2.79 per share on the last trading date immediately before the suspension of trading in Forte’s H shares pending publication of the announcement (“Last Trading Date”); a premium of approximately 23.2% over the average closing price of HK$2.842 per share for the one week up to and including the Last Trading Date; a premium of approximately 31.9% over the average closing price of HK$2.654 per share for the one month up to and including the Last Trading Date; a premium of approximately 46.0% over the average closing price for the six months up to and including the Last Trading Date; a premium of approximately 54.0% over the average closing price for the twelve months up to and including the Last Trading Date.

Fosun is of the view that the terms and the transactions contemplated under the Voluntary Offers are in the interests of the shareholders of Fosunas a whole, and the consideration of the Voluntary Offers reflected the principle of fair and reasonableness.  Fosun has also made a reassurance that there will not be any material changes in the management or employees of Forte as a result of the Voluntary Offers.

Forte is a subsidiary of Fosun and Forte has been listed on the Hong Kong Stock Exchange since 2004.  Its principal business is the development and sale of premium-quality commercial and residential property projects in the PRC.

Though operating normally in all aspects, Forte’s status as a listed company is an impediment to its future success. On the one hand, as a PRC-incorporated company with H shares listed on the Hong Kong Stock Exchange, Forte’s ability to raise funds offshore is limited, yet the property development business is a cyclical and capital intensive industry.  On the other hand, the ability for Fosun to contribute substantial amounts of capital to Forte is constrained by the Hong Kong Listing Rules requirements on connected transactions between a company and its controlling shareholder, which consequently hindering Forte’s expansion in its operation scale.

Fosun believed that upon completion of the Voluntary Offers and withdrawal of Forte’s listing from the Hong Kong Stock Exchange, Forte will be better positioned to fund larger property development projects through leveraging Fosun’s greater financial strength.  Meanwhile, Forte is not required to undertake the costs and management resources associated with the maintenance of its listing on the main board of the Hong Kong Stock Exchange.

As at the date of the announcement, Fosun is interested in 1,458,963,765 domestic shares and 325,710,000 H shares of Forte, representing in aggregate approximately 70.56% of the Forte’s shares, made up of approximately 99.00% of the total issued domestic shares of Forte and approximately 30.86% of the total issued H shares of Forte.  The H shares of Forte beneficially owned by Fosun and the parties acting in concert with it, will not, in compliance with the Hong Kong Code on Takeovers and Mergers, be voted at the H share class meeting.

After the publishing of the announcement on the Voluntary Offers, all relevant parties mentioned in the announcement should proceed with their follow-up tasks in strict compliance with the requirements of the Hong Kong Stock Exchange and the Securities and Futures Commission.  Upon completion of the H share offer, shareholders of Forte will be notified by way of an announcement in relation to the last day for dealing in the H shares and the effective date of withdrawal of listing of the H shares from the Hong Kong Stock Exchange.