Series F-5: Other Business Developments of Fosun Tourism Group

Vigor

In November 2012, Fosun Group acquired a 20 percent stake in Taiwan’s pastry maker Vigor Kobo for 77 million yuan ($12.26 million).

It was transferred to the Fosun Tourism Group in April 2018 (then 18.68% equity interests in Vigor Kobo Co., Ltd) at a consideration of HKD19,319,787 which was mutually agreed by both parties based on the quoted market price of Vigor.

Thomas Cook

In March 2015, Thomas Cook, one of the world’s leading global leisure travel groups and Fosun entered into a strategic partnership, in which Fosun to become a long term shareholder in Thomas Cook; Fosun has agreed to invest £91.8m for the issue of 73,135,777 new Thomas Cook ordinary shares, representing 5% of the Company’s existing issued ordinary share capital, and intends over time to purchase further Thomas Cook shares on the open market with a view to increasing its shareholding in Thomas Cook up to approximately 10% of the enlarged issued ordinary share capital.

In June 2015, Thomas Cook and Fosun said they are to launch their China JV (called Kuyi, 51% owned by Fosun and 49% by Thomas Cook).

On June, 2018, Fosun Tourism Group acquired 82,546,172 ordinary shares of Thomas Cook, representing approximately 5.37% equity interest in Thomas Cook, from Fosun International for a consideration of GBP89,562,597, which was determined based on the closing price of 25 June 2018.

Fosun Tourism Group later purchased additional shares of Thomas Cook and held in total 6.04% of the equity interest in Thomas Cook as of November 2018.

In June 2019, it was reported that Fosun is in talk to acquire Thomas Cook.

Shanghai Fanyou

In January 2016, Shanghai Fanyou acquired 100% of the equity interests in Beijing Xiuping at a total consideration of RMB1,230,000.

On 28 February 2017, Fosun Tourism Group acquired the entire equity interest in Shanghai Fanyou via Shanghai FTD at a consideration of RMB31,017,100, which was determined based on an independent valuation report of Shanghai Fanyou as of 31 July 2016 and fully settled on 11 May 2018.

Shanghai Miniversity, a company jointly owned by Fanyou (70%) and Mattel (30%), was established to focus on the provision of learning and playing club for children under the Miniversity brand, and our first Miniversity club was opened in February 2018 within Atlantis Sanya.

Atlantis Sanya

Atlantis Sanya is owned by Fosun Tourism Group, and managed by Kerzner, except for Tang Residence. Kerzner is a world-renowned manager of premium properties.

As remuneration for Kerzner ’s services, in respect of each operating year, we pay Kerzner (i) a base management fee in an amount equal to a percentage of gross revenue for such operating year; (ii) a marketing fee in an amount equal to a percentage of gross revenue for such operating year; and (iii) provided that the results of operation of such operating year meet certain thresholds, an incentive management fee in an amount equal to a percentage of the gross operating profit threshold plus a percentage of the gross operating profit in excess of the threshold.

In 2014, Hainan Atlantis commenced construction of Atlantis Sanya. Atlantis Sanya had its soft opening in February 2018 and officially opened in April 2018.

Planned tourism destination projects – Lijiang

Fosun Tourism Group plans to establish, manage and operate a tourism destination with a total GFA of approximately 350,000 square meters in Baisha town in Lijiang city, Yunnan province in southwestern China (the “Lijiang Project”).

The construction of the Lijiang Project is expected to be completed in stages starting from either late 2020 or early 2021 and achieve full completion in the following two to three years. The estimated cost expected to be incurred in the next few years for the Lijiang Project is approximately RMB2.4 billion, the majority of which is expected to be construction costs.

Planned tourism destination projects – Taicang

Fosun Tourism Group has entered into agreements on and fully paid up the prices of RMB2,245.0 million for the acquisitions of land use rights of land parcels of over 483,000 square meters in total in Taicang city, Jiangsu province in east-central China and plan to establish, manage and operate a tourism destination in Taicang city (the “Taicang Project”) .

The estimated cost to be incurred in the next few years for the Taicang Project is approximately RMB7.7 billion, the majority of which is expected to be construction costs.