聯合醫務集團有限公司 · 2019. 9. 19. · Wangjing Soho and Shunyi, respectively under UMP Healthcare (Beijing) ‘‘Board’’ the board of Directors ‘‘BVI’’ the

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult yourlicensed securities dealer, bank manager, solicitor, professional accountant or other independent professionaladvice.

If you have sold or transferred all your shares in UMP Healthcare Holdings Limited, you should at once handthis circular together with the enclosed form of proxy to the purchaser(s) or transferee(s) or to the bank, orstockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) ortransferee(s). Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited takeno responsibility for the contents of this circular, make no representation as to its accuracy or completeness andexpressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole orany part of the contents of this circular.

UMP HEALTHCARE HOLDINGS LIMITED聯合醫務集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 722)

(1) DISCLOSEABLE AND CONNECTED TRANSACTIONS IN RELATION TO:(I) SUBSCRIPTION OF SHARES IN UMP HEALTHCARE CHINA

BY NWS SUBSIDIARY;(II) SUBSCRIPTION OF SHARES IN

UMP HEALTHCARE (BEIJING) BY UMP HEALTHCARE CHINA; AND(III) DISPOSAL OF UMP MANAGEMENT AND UMP MANAGEMENT III;

(2) CONTINUING CONNECTED TRANSACTIONS;(3) TERMINATION OF THE SUBSCRIPTION AND PURCHASE AGREEMENT;

AND(4) NOTICE OF EXTRAORDINARY GENERAL MEETING

INDEPENDENT FINANCIAL ADVISER TOTHE INDEPENDENT BOARD COMMITTEE AND THE INDEPENDENT SHAREHOLDERS

A letter from the Board is set out on pages 7 to 58 of this circular. A letter from the Independent BoardCommittee containing its recommendation is set out on pages 59 to 60 of this circular. A letter from theIndependent Financial Adviser containing its advice and recommendation to the Independent Board Committeeand the Independent Shareholders is set out on pages 61 to 102 of this circular.

A notice convening the EGM to be held at Room 1404–08, Wing On House, 71 Des Voeux Central, Hong Kongon Monday, 27 February 2017 at 2:30 p.m. is set out on pages 111 to 114 of this circular. Form of proxy for useby the Shareholders at the EGM is enclosed. Such form of proxy is also published on the websites of The StockExchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.ump.com.hk).

Whether or not you are able to attend the EGM, you are requested to complete and return the enclosed form ofproxy in accordance with the instructions printed thereon to the Company’s branch share registrar, TricorInvestor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon aspossible and in any event not less than 48 hours (excluding any part of a day that is a public holiday) before thetime appointed for holding the EGM or any adjournment thereof (as the case may be). Completion and return ofthe form of proxy will not preclude you from attending and voting in person at the EGM or any adjournmentthereof (as the case may be) should you so wish and in such event, the relevant form of proxy shall be deemedto be revoked.

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

8 February 2017

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59

Letter from the Independent Financial Adviser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

Appendix I — General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103

Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111

CONTENTS

– i –

In this circular, unless the context otherwise requires, the following expressions shallhave the following meanings:

‘‘Agreements’’ the UMP Management SPA, the UMP Management III SPA,the UMP Healthcare China Subscription Agreement, theUMP Healthcare (Beijing) Subscription Agreement, theUMP Healthcare China Shareholders’ Agreement the UMPHealthcare (Beijing) Amended and Restated Shareholders’Agreement, the Master Operation Service Agreement andthe Medical Services and Administration Agreement

‘‘Announcement’’ the announcement of the Company dated 15 December 2016in relation to the Agreements

‘‘associate(s)’’ has the meaning ascribed to it in the Listing Rules

‘‘Beijing Clinics’’ the three clinics in Beijing located in Fortune Plaza,Wangjing Soho and Shunyi, respectively under UMPHealthcare (Beijing)

‘‘Board’’ the board of Directors

‘‘BVI’’ the British Virgin Islands

‘‘CEPA’’ Mainland and Hong Kong Closer Economic PartnershipArrangement and its Annexes

‘‘Company’’ or ‘‘UMP’’ UMP Healthcare Holdings Limited (stock code: 722), acompany incorporated under the laws of the CaymanIslands with limited liability, the shares of which are listedon the Main Board of the Stock Exchange

‘‘connected person(s)’’ has the meaning ascribed to it under the Listing Rules

‘‘CR Phoenix’’ China Resources Phoenix Healthcare Holdings CompanyLimited (formerly known as ‘‘Phoenix Healthcare GroupCo. Ltd.’’), a company incorporated in the Cayman Islandsand listed on the Main Board of the Stock Exchange (stockcode: 1515), which indirectly owns the entire share capitalof CR Phoenix Subsidiary and for the purpose of thiscircular, as the context requires, CR Phoenix is also usedinterchangeably with the CR Phoenix Subsidiary

‘‘CR Phoenix Group’’ CR Phoenix and its subsidiaries

‘‘CR Phoenix Subsidiary’’ Pinyu Limited, a company incorporated under the laws ofBVI with limited liability, a substantial Shareholder and anindirect wholly-owned subsidiary of CR Phoenix

DEFINITIONS

– 1 –

‘‘CTFE’’ Chow Tai Fook Enterprises Limited, a companyincorporated under the laws of Hong Kong with limitedliability, a substantial Shareholder

‘‘Director(s)’’ the director(s) of the Company

‘‘EGM’’ an extraordinary general meeting of the Company to be heldfor the Shareholders to consider and, if thought fit, approvethe Agreements and the transactions contemplatedthereunder

‘‘Group’’ or ‘‘UMP Group’’ the Company and its subsidiaries from time to time

‘‘HAML’’ Healthcare Assets Management Limited, a companyincorporated in Hong Kong with limited liability, which isowned as to 50% by Healthcare Ventures and 50% by NWSSubsidiary as at the Latest Practicable Date

‘‘Healthcare Ventures’’ Healthcare Ventures Holdings Limited, a companyincorporated under the laws of BVI with limited liability, asubstantial Shareholder and a wholly-owned subsidiary ofCTFE

‘‘HK$’’ the lawful currency of Hong Kong

‘‘Hong Kong’’ Hong Kong Special Administrative Region of the PRC

‘‘Independent BoardCommittee’’

an independent committee of the Board composed of allindependent non-executive Directors, namely Mr. LEE LuenWai, John BBS JP, Dr. LI Kwok Tung, Donald SBS JP andMr. YEUNG Wing Sun, Mike

‘‘Independent FinancialAdviser’’

Investec Capital Asia Limited

‘‘Independent Shareholder(s)’’ any Shareholder who is not required to abstain from votingat the EGM

‘‘Latest Practicable Date’’ 2 February 2017, being the latest practicable date prior tothe printing of this circular for ascertaining certaininformation in this circular

‘‘Listing Rules’’ the Rules Governing the Listing of Securities on The StockExchange of Hong Kong Limited

‘‘Long Stop Date’’ 30 June 2017 or such other date mutually accepted by theparties to the respective agreements in writing

DEFINITIONS

– 2 –

‘‘Main Board’’ Main Board of The Stock Exchange of Hong Kong Limited

‘‘Master Operation ServiceAgreement’’

the master operation service agreement dated 15 December2016 and entered into between HAML and UMP HealthcareChina in relation to the service to be provided by UMPHealthcare China to supervise, manage and operate theclinics invested, established or to be invested or establishedby HAML in the PRC

‘‘Medical Services andAdministration Agreement’’

the medical services and administration agreement dated 15December 2016 and entered into between the Company andHAML in relation to provision of medical, dental and otherauxiliary services by medical centre network under HAMLand its subsidiaries and under members of the Group andtheir respective associates

‘‘NWD’’ New World Development Company Limited, a companyincorporated in Hong Kong with limited liability, the issuedshares of which are listed on the Main Board of the StockExchange (stock code: 17) and held as to approximately44.22% by CTFE and its subsidiaries as at the LatestPracticable Date

‘‘NWS’’ NWS Holdings Limited, a company incorporated inBermuda with limited liability and the issued shares ofwhich are listed on the Main Board of the Stock Exchange(stock code: 659) and held as to approximately 61.33% byNWD and its subsidiaries and approximately 2.52% byCTFE as at the Latest Practicable Date

‘‘NWS Group’’ NWS and its subsidiaries from time to time

‘‘NWS Subsidiary’’ Dynamic Ally Limited, a company incorporated in HongKong with limited liability, which is an indirect wholly-owned subsidiary of NWS

‘‘Post-IPO Share OptionScheme’’

the post-IPO share option scheme adopted by the Companyas described in the Prospectus

‘‘PRC’’ the People’s Republic of China (excluding, for the purposeof this circular, Hong Kong, the Macao SpecialAdministrative Region of the PRC and Taiwan)

‘‘Pre-IPO Share OptionScheme’’

the pre-IPO share option scheme adopted by the Companyas described in the Prospectus

DEFINITIONS

– 3 –

‘‘Proposed Annual Caps’’ the proposed annual caps relating to the service feespayable to HAML under the Medical Service andAdministration Agreement for the three financial yearsending 30 June 2019

‘‘Proposed Disposal’’ the proposed disposal of UMP Management and UMPManagement III pursuant to the UMP Management SPA andUMP Management III SPA

‘‘Proposed UMP Healthcare(Beijing) Subscription’’

the proposed subscription of 6,668 shares in UMPHealthcare (Beijing) pursuant to the UMP Healthcare(Beijing) Subscription Agreement

‘‘Proposed UMP HealthcareChina Subscription’’

the proposed subscription of 20 shares in UMP HealthcareChina by NWS Subsidiary pursuant to the UMP HealthcareChina Subscription Agreement

‘‘Prospectus’’ the prospectus of the Company dated 17 November 2015

‘‘RMB’’ the lawful currency of the PRC

‘‘SFO’’ the Securities and Futures Ordinance, Chapter 571 of thelaws of Hong Kong

‘‘Shanghai Clinic’’ a clinic located in Xintiandi, Shanghai under UMPHealthcare China

‘‘Share(s)’’ ordinary share(s) with a par value of HK$0.001 each in theshare capital of the Company

‘‘Shareholder(s)’’ holder(s) of the Share(s)

‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

‘‘Subscription and PurchaseAgreement’’

the subscription and purchase agreement dated 27September 2016 and entered into between UMP HealthcareChina, NWS Subsidiary and UMP Healthcare (Beijing)

‘‘substantial shareholder(s)’’ or‘‘substantial Shareholder(s)

has the same meaning ascribed to it under the Listing Rules

‘‘Termination Agreement’’ the termination agreement dated 15 December 2016 andentered into between UMP Healthcare China, NWSSubsidiary and UMP Healthcare (Beijing) to terminate theSubscription and Purchase Agreement

DEFINITIONS

– 4 –

‘‘UMP Healthcare (Beijing)’’ UMP Phoenix Healthcare Limited (to be renamed as ‘‘UMPHealthcare (Beijing) Group Limited’’, subject to theRegistrar of Corporate Affairs of BVI approving the changeof company name), a company incorporated under the lawsof BVI and owned by UMP Healthcare China and CRPhoenix Subsidiary as to 50%, respectively, immediatelyprior to the completion of the Proposed UMP Healthcare(Beijing) Subscription

‘‘UMP Healthcare (Beijing)Amended and RestatedShareholders’ Agreement’’

the amended and restated joint venture shareholders’agreement to be entered into between the Company, UMPHealthcare China, CR Phoenix, CR Phoenix Subsidiary andUMP Healthcare (Beijing), in relation to the rights andobligations of the shareholders of UMP Healthcare(Beijing)

‘‘UMP Healthcare (Beijing)Group’’

UMP Healthcare (Beijing) and its subsidiaries

‘‘UMP Healthcare (Beijing)Subscription Agreement’’

the subscription agreement dated 15 December 2016 andentered into between UMP Healthcare China and UMPHealthcare (Beijing) in relation to the subscription of sharesin UMP Healthcare (Beijing) by UMP Healthcare China

‘‘UMP Healthcare China’’ UMP Healthcare China Limited, a company incorporatedunder the laws of the Cayman Islands and an indirectwholly-owned subsidiary of the Company

‘‘UMP Healthcare ChinaShareholders’ Agreement’’

the shareholders’ agreement to be entered into among UMPMedical China Holdings, NWS Subsidiary and UMPHealthcare China in relation to the rights and obligations ofthe shareholders of UMP Healthcare China

‘‘UMP Healthcare ChinaSubscription Agreement’’

the subscription agreement dated 15 December 2016 andentered into among UMP Healthcare China, NWSSubsidiary, UMP Medical China Holdings and theCompany in relation to the subscription of shares in UMPHealthcare China by NWS Subsidiary

‘‘UMP Management’’ UMP Medical Centre Management Limited, a companyincorporated under the laws of Hong Kong and a wholly-owned subsidiary of UMP Healthcare (Beijing)

‘‘UMP Management III’’ UMP Medical Centre Management (III) Limited, a companyincorporated under the laws of Hong Kong and a wholly-owned subsidiary of UMP Healthcare China

DEFINITIONS

– 5 –

‘‘UMP Management III SPA’’ the sale and purchase agreement dated 15 December 2016and entered into among HAML, UMP Healthcare China,UMP Medical China Holdings and the Company in relationto the proposed disposal of UMP Management III and therelated shareholder’s loan by UMP Healthcare China toHAML

‘‘UMP Management SPA’’ the sale and purchase agreement dated 15 December 2016and entered into among HAML, UMP Healthcare (Beijing),UMP Medical China Holdings and the Company in relationto the proposed disposal of UMP Management and therelated shareholder’s loan by UMP Healthcare (Beijing) toHAML

‘‘UMP Medical ChinaHoldings’’

UMP Medical China Holdings Limited, a companyincorporated under the laws of BVI and a wholly-ownedsubsidiary of the Company

DEFINITIONS

– 6 –

UMP HEALTHCARE HOLDINGS LIMITED聯合醫務集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 722)

Executive Directors:Dr. SUN Yiu Kwong(Chairman of the Board andChief Executive Officer)

Ms. KWOK Cheuk Kwan, Jacquen(Managing Director)

Mr. TSANG On Yip, PatrickDr. SUN Man Kin, MichaelMr. LEE Kar Chung, FelixMr. JIANG Tianfan

Independent Non-Executive Directors:Mr. LEE Luen Wai, John BBS JPDr. LI Kwok Tung, Donald SBS JPMr. YEUNG Wing Sun, Mike

Registered office:Cricket SquareHutchins DriveP.O. Box 2681Grand Cayman KY1-1111Cayman Islands

Principal place of business in Hong Kong:Room 1404–08Wing On House71 Des Voeux Road CentralHong Kong

8 February 2017

To the Shareholders

Dear Sir or Madam,

(1) DISCLOSEABLE AND CONNECTED TRANSACTIONS IN RELATION TO:(I) SUBSCRIPTION OF SHARES IN UMP HEALTHCARE CHINA

BY NWS SUBSIDIARY;(II) SUBSCRIPTION OF SHARES IN

UMP HEALTHCARE (BEIJING) BY UMP HEALTHCARE CHINA; AND(III) DISPOSAL OF UMP MANAGEMENT AND UMP MANAGEMENT III;

(2) CONTINUING CONNECTED TRANSACTIONS;(3) TERMINATION OF THE SUBSCRIPTION AND PURCHASE AGREEMENT

AND(4) NOTICE OF EXTRAORDINARY GENERAL MEETING

LETTER FROM THE BOARD

– 7 –

1. INTRODUCTION

Reference is made to the Announcement in relation to the Agreements. Reference is alsomade to the announcement of the Company dated 27 September 2016 in relation to thediscloseable and connected transaction for the introduction of NWS as a new joint venturepartner into the UMP Healthcare (Beijing) pursuant to the Subscription and PurchaseAgreement.

The purpose of this circular is to provide you with, among other things, (i) further detailsof the Agreements; (ii) the recommendation of the Independent Board Committee to theIndependent Shareholders on the terms of the Agreements and the transactions contemplatedthereunder; (iii) the letter of advice from Independent Financial Adviser to advise theIndependent Board Committee and the Independent Shareholders; (iv) other information asrequired by the Listing Rules; and (v) a notice of the EGM.

Since the execution of the Subscription and Purchase Agreement between, among others,the Company and NWS through their respective wholly-owned subsidiaries on 27 September2016, the Company has been in on-going discussions with NWS regarding the futurecooperation opportunities for the development of the Company’s business in the PRC,including the scope of future cooperation beyond the Beijing, Tianjin and Hebei region of thePRC and how to share resources more effectively, taking into account the Company’s potentialexpansion of business in other regions of the PRC.

In addition, the Company has been informed by its substantial shareholder, HealthcareVentures, that it will be establishing a clinic investment platform, namely HAML, togetherwith NWS Subsidiary to jointly engage in the investment in and operation and management ofprimary healthcare facilities (predominantly clinics and medical centres) located in Asia, withprimary focus in the PRC and Hong Kong, with such clinics proposed to be exclusivelymanaged by UMP Healthcare China. The Company has also been informed that each ofHealthcare Ventures and NWS Subsidiary is expected to contribute up to HK$70,000,000 incash (i.e. up to HK$140,000,000 in aggregate) as initial capital commitment to HAML.

Following extensive discussions among the Company, Healthcare Ventures and NWS, andsubject to, among other conditions, (i) each of NWS and CTFE having contributed cash toHAML; and (ii) the Master Operation Service Agreement having remained valid and effectivewhereby HAML will exclusively appoint UMP Healthcare China as the manager of the clinicsin the PRC, a new transaction structure was hereby proposed whereby NWS will besubscribing for 20% of UMP Healthcare China, the holding company of all of the Company’sfuture PRC business operations.

Reference is made to the announcement of the Company dated 5 May 2016 regarding amaster management and consultancy agreement pursuant to which Healthcare Ventures or itsassociate(s) exclusively appointed UMP Healthcare China or its associate(s) as the manager tomanage and operate all the clinics to be established by Healthcare Ventures or its associate(s)in the PRC according to the terms and conditions of such agreement. The Company has beeninformed by Healthcare Ventures that it has agreed to form a new joint venture with NWSSubsidiary, namely HAML, whose business scope will primarily be the investment in, andoperation and management of primary healthcare facilities (predominantly clinics and medical


– 8 –

centres) located in Asia, with primary focus in China and Hong Kong, with such clinicsproposed to be exclusively managed by UMP. As such, the Company shall terminate theoriginal master management and consultancy agreement signed with Healthcare Ventures dated5 May 2016 and will now be executing the Master Operation Service Agreement with HAML,pursuant to which UMP Healthcare China shall, among other things, provide services to theclinics invested or established or to be invested or established by HAML in the PRC, includingthe Shanghai Clinic and the Beijing Clinics to be sold to HAML pursuant to the ProposedDisposal. The Master Operation Service Agreement will be conditional upon, among otherthings, the completion of the Proposed Disposal and be effective upon the conditions thereinare fulfilled for a term up to 31 December 2026.

Accordingly, on 15 December 2016, UMP Healthcare China (a wholly-owned subsidiaryof the Company) and UMP Healthcare (Beijing) (a joint venture company owned by theCompany and CR Phoenix on a 50:50 basis) entered into sale and purchase agreements with,among others, HAML in relation to the proposed disposal of the entire issued share capital inUMP Management (which holds the Beijing Clinics) and the entire issued share capital inUMP Management III (which holds the Shanghai Clinic) and their respective relatedshareholder’s loan.

In this connection, the parties mentioned below entered into the following agreements,namely:

(1) the UMP Healthcare China Subscription Agreement among UMP Healthcare China,NWS Subsidiary, UMP Medical China Holdings and the Company in relation to thesubscription of shares in UMP Healthcare China by NWS Subsidiary;

(2) the UMP Healthcare (Beijing) Subscription Agreement between UMP HealthcareChina and UMP Healthcare (Beijing) in relation to the subscription of shares in UMPHealthcare (Beijing) by UMP Healthcare China;

(3) the UMP Management SPA between, among others, UMP Healthcare (Beijing) andHAML in relation to the proposed disposal of UMP Management by UMPHealthcare (Beijing) to HAML; and

(4) the UMP Management III SPA between, among others, UMP Healthcare China andHAML in relation to the proposed disposal of UMP Management III by UMPHealthcare China to HAML.

The above agreements are inter-conditional to each other and, subject to the satisfaction(or waiver, as may be applicable) of the conditions precedent. Completion of the ProposedDisposal, the Proposed UMP Healthcare China Subscription and the Proposed UMP Healthcare(Beijing) Subscription are expected to take place simultaneously. In addition, on 15 December2016, UMP Healthcare China, NWS Subsidiary and UMP Healthcare (Beijing) entered into theTermination Agreement to terminate the Subscription and Purchase Agreement.

In addition, the following agreements will be entered into to regulate the rights andobligations of the shareholders of UMP Healthcare China and UMP Healthcare (Beijing):


– 9 –

(5) the UMP Healthcare China Shareholders’ Agreement among UMP Medical ChinaHoldings, UMP Healthcare China and NWS Subsidiary, which will become effectiveconditional upon the completion of the Proposed Disposal, the Proposed UMPHealthcare China Subscription and the Proposed UMP Healthcare (Beijing)Subscription, to regulate the rights and obligations of the shareholders of UMPHealthcare China; and

(6) the UMP Healthcare (Beijing) Amended and Restated Shareholders’ Agreementamong the Company, UMP Healthcare China, CR Phoenix, CR Phoenix Subsidiaryand UMP Healthcare (Beijing), which will become effective conditional upon thecompletion of the Proposed UMP Healthcare (Beijing) Subscription, to regulate therights and obligations of the shareholders of UMP Healthcare (Beijing).

The Company also entered into the Medical Services and Administration Agreement withHAML, pursuant to which HAML shall, or procure its subsidiaries to, on a non-exclusivebasis, make available the medical centre network of HAML and its subsidiaries in the PRC andHong Kong and provide medical, dental and other auxiliary services to members or customersof members of the Group and their respective associates, and the Company shall, or procuremembers of the Group and their respective associates to, on a non-exclusive basis, makeavailable the medical centre network of the members of the Group and their respectiveassociates in the PRC and Hong Kong and provide medical, dental and other auxiliary servicesto members or customers of HAML and its subsidiaries. The Medical Services andAdministration Agreement will be conditional upon, among other things, the ProposedDisposal becoming unconditional in all respects and will be effective upon the conditionstherein are fulfilled for a term up to 31 December 2026.

2. REASONS FOR AND BENEFITS OF ENTERING INTO THE AGREEMENTS

The Group is one of the leading corporate healthcare solution providers in Hong Kongwhich partners with corporations and insurance companies in the design and administration ofcorporate healthcare benefits plans for, and provides healthcare services to, such members,employees and policyholders. The Company will continue to operate under this proven andresilient business model in Hong Kong.

For the purpose of developing the Group’s corporate healthcare solution business in thePRC, including Beijing and Shanghai, the Company believes that such development wouldrequire the support from a large network of primary care clinics located in residential andcommercial business districts, and a large team of well-trained family physicians based in suchclinics, in order to deliver primary care services to patients. Significant capital investmentwould be required in establishing clinics for the purpose of building up such a large clinicnetwork. In addition to significant capital investment, it is also important for the Group toleverage on the clinics invested or otherwise operated by other clinic owners, as is the case forthe Group’s current business model in Hong Kong, whereby the Group only invests andoperates a relatively small number of clinics on its own and mainly leverages on a network ofclinics owned and operated by doctors or other third parties. Such clinics can benefit from theadministration support provided by the Group and also benefit from the Group’s centralisedmarketing support and negotiation with large corporations and insurance companies.


– 10 –

Having considered the financial and other resources that would be required for thepurpose of establishing clinics in the PRC, the Company believes that it would be beneficial tothe Company and Shareholders as a whole to leverage on the strength of HAML (being a jointventure indirectly owned by NWS and CTFE, both of which possess extensive experience inconducting business in the PRC) pursuant to which (i) HAML will contribute its financialresources by establishing a clinic investment platform in the PRC whose business scope willprimarily be to invest in clinics and medical centres in the PRC, with the Beijing Clinicscurrently owned by UMP Healthcare (Beijing) and the Shanghai Clinic currently owned byUMP Healthcare China as the initial batch of clinics in such platform pursuant to the ProposedDisposal; and (ii) the Group will contribute its wealth of experience and expertise in themanagement and operation of clinics by managing the clinics in the PRC owned by HAML(including the Shanghai Clinic and the Beijing Clinics), on an exclusive and long term basis(on a term of up to 31 December 2026 (i.e. nearly 10 years)), in return for a service fee whichwill be tied to the performance of such clinics.

The Directors believe that such collaboration will be in the commercial interest of theCompany and the Shareholders as a whole and in line with the Group’s future businessstrategy, as it would enable the Company: (i) to develop its corporate healthcare solutionbusiness in the PRC by leveraging on the network of clinics owned by the investor withoutsignificant capital investments from the Group for such clinics; and (ii) to utilise its experienceand expertise by managing such clinics in the PRC under the ‘‘UMP’’ brand name in return fora service fee. While the Shanghai Clinic and the Beijing Clinics will be sold to HAMLpursuant to the Proposed Disposal, the Group may in the future, but being subject to thebusiness opportunity right of first refusal mechanism as stipulated in the UMP HealthcareChina Shareholders’ Agreement, establishes or otherwise invests in clinics in the PRC(including Shanghai, Beijing and other cities) as and when the opportunities arise and as andwhen HAML chooses not to pursue any such specific clinic investment opportunities.

The accounting gain (including gain on disposal of UMP Management III andremeasurement gain of joint ventures upon obtaining control of UMP Healthcare (Beijing)which, upon completion, will become a non-wholly-owned subsidiary of the Group) from theProposed Disposal and the Proposed UMP Healthcare (Beijing) Subscription is dependent on(i) adjustments to the considerations for the Proposed Disposal (as detailed in the UMPManagement SPA and the UMP Management III SPA); and (ii) determination of fair value ofthe UMP Healthcare (Beijing) Group as at the completion date. It is estimated that the Groupwill record an unaudited accounting gain of approximately HK$36.1 million, which iscalculated based on the unaudited net assets of UMP Management, UMP Management III andthe UMP Healthcare (Beijing) Group as at 30 November 2016 as appearing on theirmanagement accounts on the assumptions that (i) there will be no adjustments to theconsiderations for the Proposed Disposal; and (ii) the fair value of the UMP Healthcare(Beijing) Group immediately after the Proposed UMP Healthcare (Beijing) Subscription will bethe same as its book value. The actual gain to be recorded in the consolidated financialstatements of the Group for the year ending 30 June 2017 is subject to finalisation of the aboveconsiderations and fair value of the UMP Healthcare (Beijing) Group as at the completion dateand also subject to final audit to be performed by the Company’s auditors.


– 11 –

The net proceeds raised from the Proposed Disposal and Proposed UMP Healthcare ChinaSubscription is expected to be approximately HK$183.8 million. The Company currentlyintends that the aforesaid proceeds will be utilised by the Group to pursue its strategy ofmoving towards an asset-light operating model, whereby resources will be spent on, amongothers, (i) speeding up the recruitment and training of business development team members;(ii) making investment in information technology to enhance further the Group’s capability inthe management of clinics; and (iii) the development of training courses for Hong Kong andPRC doctors and nurses to enhance the quality and consistency of healthcare services beingdelivered both at the Group’s clinics and at clinics to be managed by the Group. Set out belowis the proposed use of proceeds and the expected timing:

Proposed use of proceeds % of totalnet

proceeds

Amount ofnet proceeds

(approximatelyHK$ million)

Expected timing

1. Expansion of the Group’scorporate healthcaresolutions in the PRC,including:

50% 91.9 Within 12–48months of closingof the ProposedTransactions

(a) investment ininformationtechnology system,including upgradingthe Group’s clinicaland administrationsystem;

10% 18.3 Within 24 monthsof closing of theProposedTransactions

(b) investment indevelopment ofvocational trainingcourses for PRCdoctors and nurses;and


(c) setting up newmanagement office inGuangzhou andrecruiting additionalmanagementpersonnel for theGroup’s Beijing,Shanghai andGuangzhou offices.



– 12 –

Proposed use of proceeds % of totalnet

proceeds

Amount ofnet proceeds

(approximatelyHK$ million)

Expected timing

2. Cash reserve forinvestment in clinics andmedical facilities in whichHAML chooses not toinvest


3. General working capitalpurposes


Total net proceeds 100% 183.8

To the extent that the net proceeds are not immediately required for the above purpose, itis the present intention of the Company that such proceeds may be placed on short-terminterest bearing deposit and/or money market instruments for treasury management purpose inaccordance with the Group’s established treasury management policies as and whenappropriate.

Barring unforeseeable circumstances, it is currently expected that the aforesaid netproceeds will be utilised within 48 months. In case of any material change to the aforesaid useof proceeds and timing, the Company will make further announcement and keep theShareholders informed by way of disclosure in its publications as and when appropriate.

The Company believes that both NWS (being a joint venture partner of the Company inUMP Healthcare China upon completion of the Proposed UMP Healthcare China Subscription,as well as a joint venture party in HAML, in each case, through NWS Subsidiary) and CTFE(being a joint venture party in HAML through Healthcare Ventures) will be good partners tocollaborate in the corporate healthcare business and other related businesses in the PRCpursuant to the UMP Healthcare China Shareholders’ Agreement for the following reasons:

. NWS, a main board listed company with a market capitalisation of about HK$51billion as at the Latest Practicable Date, has been investing in the healthcare sector/industry through its investment in Gleneagles Hong Kong Hospital, which isexpected to commence operations in 2017. NWS is exploring further opportunities inthe healthcare area;

. NWS Group has extensive experience and a track record in establishing andmanaging new businesses in the PRC through constructing and managinginfrastructure businesses ranging from toll roads, ports, waste management to watertreatment facilities. NWS Group has accumulated significant ‘‘knowhows’’ in setting


– 13 –

up new businesses in the PRC. We believe that as the Company expands its HMO(Health Maintenance Organisation) business in Beijing and Shanghai, NWS Group’sknowhow, business network and financial strength will be invaluable in assisting theCompany in such expansion; and

. CTFE has been making investments in the healthcare sector in Asia and globally. Inview of the positive prospects in the PRC healthcare industry and strong demand forquality healthcare services, CTFE invested in the Company in 2015 pursuant towhich it, through Healthcare Ventures, owns approximately 15% of the issued sharecapital of the Company. In addition to its healthcare related investments, CTFE alsoowns direct and indirect interests in different real estate projects in the PRC, whichcould serve as potential locations for UMP clinics.

After the completion of the transactions contemplated under the UMP Healthcare ChinaSubscription Agreement, UMP Healthcare (Beijing) Subscription Agreement, UMPManagement SPA, UMP Management III SPA, HAML shall be the owner of clinics to bemanaged by UMP Healthcare China’s respective regional China entities.

The Company expects that there will be two major categories of continuing connectedtransactions between the Company and HAML going forward:

(a) the Master Operation Service Agreement: Pursuant to the terms of the MasterOperation Service Agreement, HAML shall appoint UMP Healthcare China (by itselfor its subsidiaries) as HAML’s sole, exclusive and continuing operator and manager,subject to certain conditions, for and at the expenses of HAML, to supervise, manageand operate the clinics invested or established or to be invested or established byHAML in the PRC. Under the terms of the agreement, UMP Healthcare China shallbe entitled to 5% of revenue of the relevant clinic as service fee, subject toadjustment (if required) so that the net profit of such clinic shall remain positiveafter the deduction of such management fee; and

(b) the Medical Services and Administration Agreement: Pursuant to the proposedtransactions, HAML shall be investing in clinics and hiring doctors and other staff toprovide clinical services to patients at large. It is expected that these clinics will alsoserve as points of service/service providers to the Company, pursuant to which theCompany shall be marketing these points of services as the Company’s affiliatednetwork service providers to its corporate clients, which include both insurancecompanies and corporates in general. The Company shall be entering into contractswith insurance companies and corporate clients to provide clinical services to theirpolicyholders/members/staff. These policyholders/members/staff will then be able toobtain clinical services at the Company’s affiliated network service providers, whichwill include (i) the Company’s owned clinics, which represent clinics owned/investedand operated by UMP, (ii) clinics owned/invested by HAML which are managed byUMP Healthcare China pursuant to the Master Operation Service Agreement and (iii)other clinics owned/invested by third parties which have entered into serviceagreements with the Company. Therefore, the Medical Services and AdministrationAgreement was entered into pursuant to which, among other things, HAML shall


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make available its medical centre network and provide medical services to membersor customers of members of the Group and their respective associates (and viceversa).

For category (a) above, the Board currently expects that the service fee that may bepayable by HAML to UMP Healthcare China initially will not exceed HK$3,000,000 for eachof the financial years ending 30 June 2017, 2018 and 2019, as clinics in general will need toincur significant initial ramp up costs and go through a period of ramp up before starting togenerate sufficient patient flow. Based on the current expected annual service fee payable byHAML to UMP Healthcare China, such transactions will currently be classified as de minimiscontinuing connected transactions that are fully exempt from the reporting, announcement,circular and independent Shareholders’ approval requirements under Chapter 14A of theListing Rules. That being said, the Company proposes to include the Master Operation ServiceAgreement for consideration and approval at the EGM for completeness, and also taking intoaccount the undertaking given by UMP Healthcare China to HAML in relation to businessopportunities.

For category (b) above, the Board currently expects that the annual amount of service feespayable to HAML for clinical services provided by HAML to the clients of UMP HealthcareChina for each of the financial years ending 30 June 2017, 2018 and 2019 will not exceedHK$1,500,000, HK$14,000,000 and HK$27,000,000, respectively. Accordingly, the continuingconnected transactions contemplated under the Medical Services and AdministrationAgreement and the aforesaid proposed annual caps are subject to the reporting, announcement,circular and independent Shareholders’ approval requirements under Chapter 14A of theListing Rules. There is no historical transaction amount charged by HAML as HAML is newlyestablished and the PRC clinics being acquired by HAML are all newly opened clinics and hadonly just commenced operations in around the third quarter of 2016. The aforesaid amount isestimated based on the following grounds:

(i) firstly, by estimating the revenue to be generated by the PRC clinics owned byHAML for the financial years ending 30 June 2017, 2018 and 2019, including newclinics expected to be invested/opened/acquired by HAML. In particular, the revenueto be generated by the HAML clinics are based on, among other things, the forecastnumber of doctors to be recruited, in stages, for each clinic, the doctors’ respectivedaily patient capacity in terms of number of patients that can be served by suchdoctor per day, an expected ramp up period for the clinic in which prospectivepatients will obtain services from such clinics, the number of working days openedfor the clinics and the expected pricing for services provided by different category ofdoctors;

(ii) secondly, after estimating the revenue to be generated by the PRC clinics owned byHAML, approximately 4%, 17.5% and 17.5% of such revenue is forecasted to beattributable to the billing to the Company for the services provided by the HAMLclinics to the Company’s corporate healthcare solutions members for the period fromwhich the Medical Services and Administration Agreement becomes effective up to30 June 2017, and for each of the financial years ending 30 June 2018 and 2019,respectively.


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To obtain such estimated percentage amount, reference is made to the Company’sexisting clinical services revenue in Hong Kong, whereby a percentage figure isobtained by dividing (i) the billing amount made by the Hong Kong clinics ownedand operated by the Company for servicing the Company’s corporate healthcaresolutions members, with (ii) the total clinical services revenue generated by suchHong Kong clinics (the ‘‘Percentage Figure’’). Based on the Company’s publiclydisclosed financial report, such Percentage Figure was approximately 35%. TheCompany, however, did not use 35% for the purpose of the above forecast figures asit will take time for the Group to develop the corporate healthcare solutions businessto grow its customer base. As such, for conservative reasons, the Company divided35% by half to 17.5%. For FY2017, since the transaction is expected to close on orbefore end of March 2017 and hence there will only be three months of operations ofthe clinics under HAML’s ownership, the FY2017 percentage figure is divided byfour (17.5%/4) and rounded down to 4%; and

(iii) thirdly, the Proposed Annual Caps also included the estimated revenue attributable tothe billing to the Company for services provided by two Hong Kong clinics held byUMP Management and UMP Management III, respectively. Each of UMPManagement and UMP Management III continues to hold a clinic in Hong Kong forCEPA licensing purposes. The Board currently expects that the estimated revenueattributable to the billing to the Company from these two Hong Kong clinics will notexceed HK$3,000,000 for each of the financial years ending 30 June 2017, 2018 and2019.

The Directors (including the independent non-executive Directors), based on the reasonsand benefits set forth above, and taking into account the terms of each of the Agreements setout in this circular, consider that it is in the interests of the Company and the Shareholders as awhole to enter into the Agreements and the transactions contemplated thereunder; the terms ofsuch agreements are fair and reasonable; and the entering into of such agreements andtransactions contemplated thereunder are on normal commercial terms or better and in theinterests of the Company and the Shareholders as a whole. The Directors (including theindependent non-executive Directors) also consider that the entering into each of the MasterOperation Service Agreement and the Medical Services and Administration Agreement is in theordinary and usual course of business of the Group.

The Company considers that the undertakings with respect to the PRC businessopportunities given by the relevant parties, namely (i) NWS Subsidiary (which covers theentire NWS Group and, for this purpose, includes HAML and its subsidiaries) and UMPMedical China Holdings under the UMP Healthcare China Shareholders’ Agreement; (ii) UMPHealthcare China and CR Phoenix Subsidiary under the UMP Healthcare (Beijing)Shareholders’ Agreement; and (iii) UMP Healthcare China under the Master Operation ServiceAgreement, which are by nature mutual but not unilateral, can effectively delineate thebusiness focus of the respective parties and are fair and reasonable taking into account theunderlying business rationale as a whole.


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Pursuant to the undertaking given by NWS Subsidiary (which covers the entire NWSGroup and, for this purpose, includes HAML and its subsidiaries), NWS Subsidiary (as well asthe entire NWS Group including, for this purpose, HAML and its subsidiaries) provides thefirst right in favour of UMP Healthcare China (which is a subsidiary of the Company) toconduct the PRC Business (as defined below) (other than the PRC Clinic Investment andEstablishment Business (as defined below)). The Company considers that this is a broad rightof first refusal given in favour of UMP Healthcare China. Moreover, as part of the entirearrangement, UMP Healthcare (Beijing) (which is also a subsidiary of the Company) will beentitled to the first right to conduct the PRC Business in Beijing, Tianjin and Hebei (also,other than the PRC Clinic Investment and Establishment Business), which is in line with theoriginal aim of this joint venture between the Group and the CR Phoenix Group to focus on theBeijing, Tianjin and Hebei markets. The Company considers that it is fair and reasonable that,as part of the entire arrangement and taking into account the benefits that will be given to theGroup as mentioned above, HAML is in return given the first right to conduct the PRC ClinicInvestment and Establishment Business especially taking into account that HAML will appointUMP Healthcare China as the exclusive operator and manager of all of HAML’s PRC clinicson a long-term basis. While the Beijing Clinics and the Shanghai Clinic will be owned byHAML pursuant to the Proposed Disposal, the aforesaid undertakings do not preclude thepossibility for the Group (through UMP Healthcare China, UMP Healthcare (Beijing) or othermembers of the Group, as the case may be) to carry on the PRC Clinic Investment andEstablishment Business as and when the opportunities arise and subject to the first rightarrangement under such undertakings. Taking into account the above, the Directors (includingthe independent non-executive Directors) consider that the arrangements on undertakings withrespect to the PRC business opportunities are fair and reasonable and in the interests of theCompany and Shareholders as a whole.

The Company does not expect that the transactions contemplated under the Agreementswill result in any material change in the proposed use of the net proceeds raised by theCompany in its initial public offering as described in the Prospectus, or otherwise result in anyfundamental change in the principal business activities of the Group as described in theProspectus, having taken into account the following considerations:

. The Group is one of the leading healthcare solution providers in Hong Kong. TheDirectors believe that the Group has a proven and resilient business model that iswell recognised by corporates and insurance companies in Hong Kong. In particular,the Group’s corporate healthcare solution business has captured a significant marketshare in Hong Kong. The Company will continue to operate under this proven andresilient business mode in Hong Kong.

. In line with the disclosures in the Prospectus, the Company intends to developcorporate healthcare solution business in the PRC, including Beijing, Shanghai andother cities across PRC. The Company believes that such development would requirethe support from a large network of primary care clinics located in residential andcommercial business districts, and a large team of well-trained family physiciansbased in such clinics, in order to deliver primary care services to patients. Significantcapital investment would be required in establishing clinics for the purpose ofbuilding up such a large clinic network. In addition to significant capital investment,it is also important for the Group to leverage on the clinics invested or otherwise


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operated by other clinic owners, as is the case for the Group’s current businessmodel in Hong Kong, whereby the Group only invests and operates a relatively smallnumber of clinics on its own and leverages on a network of clinics owned andoperated by doctors or other third parties. Such clinics can benefit from theadministration support provided by the Group and also benefit from the Group’scentralised marketing support and negotiation with large corporations and insurancecompanies.

. Having considered the financial and other resources that would be required for thepurpose of establishing clinics in the PRC, the Company believes that it would bebeneficial to the Company and Shareholders as a whole to leverage on the strengthof HAML (with NWS and CTFE as shareholders, both of whom possess extensivePRC business experience) as a reputable investor pursuant to which (i) HAML willcontribute its financial resources by owning the clinics, thereby expanding the clinicnetwork; and (ii) the Group will contribute its wealth of experience and expertise inthe management and operation of clinics by managing and operating the clinics inthe PRC owned by HAML (including the Shanghai Clinic and the Beijing Clinics) onan exclusive and long term basis (of up to 31 December 2026) in return for amanagement fee tied to the performance of such clinics.

. The Directors believe that such collaboration is in line with the Group’s futurebusiness strategy, as it would enable the Group: (i) to develop its corporatehealthcare solution business in the PRC by leveraging on the growing network ofclinics owned by the investor without significant capital investments from the Groupfor such clinics; and (ii) to utilize its experience and expertise to manage and operatesuch clinics in the PRC under the ‘‘UMP’’ brand name.

. While the Shanghai Clinic and the Beijing Clinics will be sold to HAML pursuant tothe Proposed Disposal, the Group may in the future, but being subject to the businessopportunity right of first refusal mechanism as stipulated in the UMP HealthcareChina Shareholders’ Agreement, establishes or otherwise invests in clinics in thePRC (including Shanghai, Beijing and other cities) as and when the opportunitiesarise and as and when HAML chooses not to pursue any such specific clinicinvestment opportunities.

3. UMP HEALTHCARE CHINA SUBSCRIPTION AGREEMENT

Date

15 December 2016

Parties

1. NWS Subsidiary (as the subscriber)

2. UMP Healthcare China (as the issuer)

3. UMP Medical China Holdings (as a guarantor)


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4. The Company (as a guarantor)

Subject Matter

Pursuant to the terms of the UMP Healthcare China Subscription Agreement, NWSSubsidiary shall subscribe for 20 shares, representing 20% of the enlarged issued sharecapital of UMP Healthcare China, at a consideration of RMB110,000,000 free from allencumbrances.

The subscription price for the shares shall be paid in cash upon completion and wasagreed after arm’s length negotiations between the parties taking into account the businesspotential of UMP Healthcare China replicating the Group’s business model in the PRC toprovide health check-up services and also the value and future prospects of the healthcheck-up business in the PRC held by UMP Healthcare China, the adjusted net asset valueof UMP Healthcare China immediately after completion of approximately HK$134 million(pro forma as of 30 November 2016, subject to change upon completion), the price-to-book multiples ranging from 0.6 to 3.4 of other Hong Kong listed companies which areprincipally engaged in the business of hospital-related services and medical centreservices in Hong Kong and the PRC, which derived not less than 50% of its revenue fromthe provision of healthcare services for its latest completed financial year as set out intheir respective annual reports, and with a market capitalisation of not more than HK$3.0billion as at the Latest Practicable Date and the profit contribution of the PRC healthcheck-up business operated by three clinics in the PRC (one in Beijing and two inShanghai) under UMP Healthcare China which will continue to be owned and operated byUMP Healthcare China after completion of the Proposed Disposal and the ProposedSubscription. During the period from 30 October 2015 (the date on which the acquisitionof the PRC health check-up business was completed) to 30 June 2016, such businessgenerated revenue of HK$22.9 million and operating profit of HK$6.8 million. TheCompany is confident that such check-up business will continue to contribute a stablesource of income to UMP Healthcare China. The subscription price represents an impliedprice-to-book multiples of 4.1 based on an adjusted net asset value upon completion andan implied value of RMB550,000,000.

Immediately after completion, UMP Healthcare China will be owned as to 80% byUMP Medical China Holdings and 20% by NWS Subsidiary and become a non-wholly-owned subsidiary of the Company.

Conditions Precedent

Completion of the Proposed UMP Healthcare China Subscription is conditional onthe satisfaction of the following conditions on or before the date of completion:

(a) NWS Subsidiary being satisfied with the results of its due diligence in allmaterial respects;

(b) the warranties given by UMP Healthcare China remaining true and accurate inall respects and not misleading in any respect as at completion;


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(c) the warranties given by NWS Subsidiary remaining true and accurate in allrespects and not misleading in any respect as at completion;

(d) UMP having duly complied with the relevant Listing Rules in connection withthe execution of the UMP Healthcare China Subscription Agreement andtransactions contemplated thereunder;

(e) where required, NWS and NWD having duly complied with the relevant ListingRules in connection with the execution of the UMP Healthcare ChinaSubscription Agreement and transactions contemplated thereunder;

(f) each of NWS and CTFE having contributed up to HK$63,000,000 in cash toHAML and the Master Operation Service Agreement having remained valid andeffective and not having been terminated;

(g) the share subscription and purchase transactions contemplated under theSubscription and Purchase Agreement having been terminated;

(h) the Proposed Disposal and the Proposed UMP Healthcare (Beijing) Subscriptionhaving become unconditional in all respects (save for the condition that thetransactions contemplated under the UMP Healthcare China SubscriptionAgreement having become unconditional in all respects) and each of the UMPManagement SPA, UMP Management III SPA and the UMP Healthcare(Beijing) Subscription Agreement having remained valid and effective and nothaving been terminated;

(i) UMP Healthcare China having delivered the pro-forma consolidated financialstatements to HAML;

(j) there not having occurred, in the reasonable opinion of NWS Subsidiary and toits satisfaction only, a material adverse change to the financial, business,prospect or trading position of UMP Healthcare China and its group as a whole;

(k) all necessary waivers, consents and approvals to implement the transactionscontemplated under the UMP Healthcare China Subscription Agreement havingbeen obtained and not be revoked or withdrawn and no statute, regulation ordecision which would prohibit, restrict or materially delay the transactionscontemplated under the UMP Healthcare China Subscription Agreement havingbeen proposed, enacted or taken by any governmental or official authority; and

(l) all existing permits, licences, approvals and consent in respect of the operationof the business of UMP Healthcare China and its group remaining valid andsubsisting and no actual notice having been received by NWS Subsidiary or anymember of the UMP Healthcare China group that any permit, licence, approvaland consent required for the operation of the business of the group will beterminated, revoked, withdrawn or suspended.


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At any time on or before the Long Stop Date, NWS Subsidiary may waive thecondition(s) as set out above (in whole or in part) (other than (d), (e), (f), (g) and (h)) bynotice to UMP Healthcare China on any terms as UMP Healthcare China and the NWSSubsidiary may agree. At any time on or before the Long Stop Date, UMP HealthcareChina may waive condition (f) as set out above (in whole or in part) by notice to NWSSubsidiary on any terms as UMP Healthcare China and NWS Subsidiary may agree.

If the conditions have not been satisfied (or, where applicable, waived) by the LongStop Date, the Proposed UMP Healthcare China Subscription shall automaticallyterminate with immediate effect. If the Proposed UMP Healthcare China Subscriptionterminates in accordance with the above, each relevant party’s further rights andobligations cease immediately on termination, but termination does not affect such party’saccrued rights and obligations as at the date of termination.

As at the Latest Practicable Date, conditions (e) and (g) had been satisfied.

4. UMP HEALTHCARE (BEIJING) SUBSCRIPTION AGREEMENT

Date

15 December 2016

Parties

1. UMP Healthcare China (as the subscriber)

2. UMP Healthcare (Beijing) (as the issuer)

Subject Matter

Pursuant to the terms of the UMP Healthcare (Beijing) Subscription Agreement,UMP Healthcare China shall subscribe for 6,668 shares, at a consideration ofRMB32,330,000 free from all encumbrances.

The subscription price for the shares shall be paid in cash upon completion and wasagreed after arm’s length negotiations between the parties taking into account percentageof ownership in such entity as represented by the pro-rata cash contribution requirementby the Company (through UMP Healthcare China) and CR Phoenix (through CR PhoenixSubsidiary). As at the Latest Practicable Date, both the Company (through UMPHealthcare China) and CR Phoenix (through CR Phoenix Subsidiary) have respectivelycontributed RMB24,250,000 each to the joint venture. The Company, through UMPHealthcare China, is contributing an additional RMB32,330,000 equivalent to the jointventure to increase UMP Healthcare China’s stake in UMP Healthcare (Beijing) to 70%.The aggregate of the amount previously contributed and to be contributed pursuant to theUMP Healthcare (Beijing) Subscription Agreement by UMP Healthcare China to UMPHealthcare (Beijing) is RMB56,580,000, representing 70% of the total amount contributedby and to be contributed to UMP Healthcare (Beijing) by its shareholders which isproportional to the percentage of ownership of UMP Healthcare China in UMP Healthcare(Beijing) upon completion of the UMP Healthcare (Beijing) Subscription.


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Immediately after the completion, UMP Healthcare (Beijing) will be owned as to70% by UMP Healthcare China and 30% by CR Phoenix Subsidiary and will become anon wholly-owned subsidiary of the Company. The parties agree that the company name‘‘UMP Phoenix Healthcare Limited’’ will be changed to ‘‘UMP Healthcare (Beijing)Group Limited’’, subject to the Registrar of Corporate Affairs of BVI approving thechange of company name.


Completion of the Proposed UMP Healthcare (Beijing) Subscription is conditional onthe satisfaction of the following conditions on or before the date of completion:

(a) the warranties given by UMP Healthcare (Beijing) remaining true and accuratein all respects and not misleading in any respect as at completion;

(b) the warranties given by UMP Healthcare China remaining true and accurate inall respects and not misleading in any respect as at completion;

(c) UMP having duly complied with the relevant Listing Rules in connection withthe execution of the UMP Healthcare (Beijing) Subscription Agreement andtransactions contemplated thereunder;

(d) the share subscription and purchase transactions contemplated under theSubscription and Purchase Agreement having been terminated;

(e) the Proposed Disposal and the Proposed UMP Healthcare China Subscriptionhaving become unconditional in all respects (save for the condition that thetransactions contemplated under the UMP Healthcare (Beijing) SubscriptionAgreement having become unconditional in all respects) and each of the UMPManagement SPA, UMP Management III SPA and the UMP Healthcare ChinaSubscription Agreement having remained valid and effective and not havingbeen terminated;

(f) UMP Healthcare (Beijing) having delivered the audited consolidated financialstatements to UMP Healthcare China;

(g) there not having occurred, in the sole opinion of UMP Healthcare China and toits satisfaction only, a material adverse change to the financial, business,prospect or trading position of UMP Healthcare (Beijing) and its group as awhole;

(h) all necessary waivers, consents and approvals to implement the transactionscontemplated under the UMP Healthcare (Beijing) Subscription Agreementhaving been obtained; and

(i) all existing permits, licences, approvals and consent in respect of the operationof the business of UMP Healthcare (Beijing) and its group remaining valid andsubsisting and no notice (actual or constructive) having been received by UMP


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Healthcare (Beijing) or any member of its group that any permit, licence,approval and consent required for the operation of the business of the groupwill be terminated, revoked, withdrawn or suspended.

At any time on or before the Long Stop Date, UMP Healthcare China may waive thecondition as set out above (in whole or in part) (other than (c), (d) and (e)) by notice toUMP Healthcare (Beijing) on any terms as UMP Healthcare China and UMP Healthcare(Beijing) may agree.

If the conditions have not been satisfied (or, where applicable, waived) by the LongStop Date, the Proposed UMP Healthcare (Beijing) Subscription shall automaticallyterminate with immediate effect. If the UMP Healthcare (Beijing) Subscription terminatesin accordance with the above, each relevant party’s further rights and obligations ceaseimmediately on termination, but termination does not affect such party’s accrued rightsand obligations as at the date of termination.

As at the Latest Practicable Date, condition (d) had been satisfied.

5. THE UMP MANAGEMENT SPA

Date

15 December 2016

Parties

1. UMP Healthcare (Beijing) (as the vendor)

2. HAML (as the purchaser)



Subject Matter

As at the Latest Practicable Date, UMP Management’s primary business scope isacting as the holding company of the Beijing Clinics.

Pursuant to the terms of the UMP Management SPA, HAML shall purchase20,000,000 shares of UMP Management (being the entire issued share capital of UMPManagement) and the shareholder’s loan (namely all the outstanding shareholder’s loanand all accrued interests owed by UMP Management, its subsidiaries and their respectivebranches (the ‘‘UMP Management Group’’) to UMP Healthcare (Beijing) as of the dateof completion of the transactions contemplated under the UMP Management SPA), freefrom all encumbrances, at a consideration in the sum of RMB78,597,485 andHK$4,137,158, as adjusted. Such consideration shall be adjusted by (i) adding 10% of thesum of any operating expenses and capital expenditures paid by the UMP ManagementGroup in its ordinary course of business for the period between 1 November 2016 and 30


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November 2016 as shown in the management accounts; and (ii) adding the increasedamount or subtracting the reduced amount (as the case may be) of the shareholder’s loancompared to the amount of the shareholder’s loan owed by the UMP Management Groupto UMP Healthcare (Beijing) as of 31 October 2016. The operating expenses and capitalexpenditures paid by the UMP Management Group in its ordinary course of business for,and the amount of the shareholder’s loan provided during the period between 1 November2016 and 30 November 2016 shall not in any event exceed RMB4 million, respectively.UMP Medical China Holdings shall be responsible for such expenses paid in excess of theabove cap. Further, the operating expenses and capital expenditures paid by the UMPManagement Group in its ordinary course of business for, and the amount of theshareholder’s loan provided during the period between 1 December 2016 and the date ofcompletion shall not in any event exceed RMB1 million per calendar month (on a pro-ratabasis for any period less than a calendar month), respectively. Unless a prior writtenapproval is obtained from HAML, UMP Medical China Holdings shall be responsible forsuch expenses paid in excess of the above cap. The adjustment in relation to theshareholder’s loan shall only be made if such loan is used by the UMP ManagementGroup solely in its ordinary course of business.

The consideration shall be paid in cash upon completion and was agreed after arm’slength negotiations between the parties taking into account the accumulated fundingprovided to the Beijing Clinics so far (which amounts to RMB74.9 million as of 31October 2016), including, among other items, pre-opening expenses, rental expenses paidto date and staff costs and a premium of 10% of the cumulative costs with respect to theoperational expenditure and capital expenditure incurred up to 31 October 2016.

The aforesaid premium of 10% of the accumulated funding provided to the BeijingClinics was determined by taking into account the expected financing costs for thepurpose of funding the capital expenditure and working capital for the establishment ofclinics of similar nature and scale in the PRC generally. Immediately after completion,UMP Healthcare (Beijing) will cease to hold any interest in UMP Management.


Completion of the UMP Management SPA is conditional on the satisfaction and/orwaiver of, among other things, the following conditions on or before the date ofcompletion:

(a) where required, the independent shareholders of UMP having approved theentering into of the UMP Management SPA and the transactions contemplatedtherein;

(b) HAML being satisfied in all material respects with the results of its duediligence;

(c) the warranties given by UMP Healthcare (Beijing) remaining true and accuratein all respects and not misleading in any respect as at completion;


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(d) where required, NWS and NWD having duly complied with the relevant ListingRules in connection with the execution of the UMP Management SPA andtransactions contemplated thereunder;

(e) the share subscription and purchase transactions contemplated under theSubscription and Purchase Agreement having been terminated;

(f) the sale and purchase transaction contemplated under the UMP Management IIISPA having become unconditional in all respects (save for the condition thatthe transaction contemplated under the UMP Management SPA having becomeunconditional in all respects) and such agreement having remained valid andeffective and not having been terminated;

(g) the Proposed UMP Healthcare China Subscription having become unconditionalin all respects (save for the condition that the transaction contemplated underthe UMP Management SPA having become unconditional in all respects) andthe UMP Healthcare China Subscription Agreement having remained valid andeffective and not having been terminated;

(h) the Proposed UMP Healthcare (Beijing) Subscription having becomeunconditional in all respects (save for the condition that the transactioncontemplated under the UMP Management SPA having become unconditional inall respects) and the UMP Healthcare (Beijing) Subscription Agreement havingremained valid and effective and not having been terminated;

(i) UMP Healthcare (Beijing) having delivered the audited consolidated financialstatements and consolidated management accounts to HAML;

(j) a statement showing the change(s) in the amount of the shareholder’s loan owedby UMP Management and its subsidiaries to UMP Healthcare (Beijing) from 1November 2016 to the date of completion;

(k) there not having occurred, in the reasonable opinion of HAML and to itssatisfaction only, a material adverse change to the financial, business, prospector trading position of UMP Management and its group as a whole;

(l) all necessary waivers, consents and approvals to implement the transactionscontemplated under the UMP Management SPA having been obtained and notbe revoked or withdrawn and no statute, regulation or decision which wouldprohibit, restrict or materially delay the transactions contemplated under theUMP Management SPA having been proposed, enacted or taken by anygovernmental or official authority; and

(m) all existing permits, licences, approvals and consent in respect of the operationof the business of UMP Management and its group remaining valid andsubsisting and no actual notice having been received by UMP Management orany member of its group that any permit, licence, approval and consent requiredfor the operation of the business of the group will be terminated, revoked,withdrawn or suspended.


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At any time on or before the Long Stop Date, HAML may waive the condition(s) (inwhole or in part) (other than (a), (d), (e), (f), (g) and (h)) by notice to UMP Healthcare(Beijing) on any terms as UMP Healthcare (Beijing) and HAML may agree. If theconditions have not been satisfied (or, where applicable, waived) by the Long Stop Date,the agreement shall automatically terminate with immediate effect. If the agreementterminates in accordance with the aforesaid, each relevant party’s further rights andobligations cease immediately on termination, but termination does not affect such party’saccrued rights and obligations as at the date of termination.

As at the Latest Practicable Date, conditions (d) and (e) had been satisfied.

6. UMP MANAGEMENT III SPA

Date

15 December 2016

Parties

1. UMP Healthcare China (as the vendor)

2. HAML (as the purchaser)



Subject Matter

As at the Latest Practicable Date, UMP Management III’s primary business scope isacting as the holding company of the Shanghai Clinic.

Pursuant to the terms of the UMP Management III SPA, HAML shall purchase20,000,000 shares of UMP Management III (being the entire issued share capital of UMPManagement III) and the shareholder’s loan (namely all the outstanding shareholder’s loanand all accrued interests owed by UMP Management III, its subsidiaries and theirrespective branches (the ‘‘UMP Management III Group’’) to UMP Healthcare China asof the date of completion of the transaction contemplated under the UMP Management IIISPA), free from all encumbrances, at a consideration in the sum of RMB21,922,189 andHK$4,642,847, as adjusted. Such consideration shall be adjusted by (i) adding 10% of thesum of any operating expenses and capital expenditures paid by the UMP Management IIIGroup in its ordinary course of business for the period between 1 November 2016 and 30November 2016 as shown in the management accounts; and (ii) adding the increasedamount or subtracting the reduced amount (as the case may be) of the shareholder’s loancompared to the amount of the shareholder’s loan owed by the UMP Management IIIGroup to UMP Healthcare China as of 31 October 2016. The operating expenses andcapital expenditures paid by the UMP Management III Group in its ordinary course ofbusiness for, and the amount of the shareholder’s loan provided during the period between1 November 2016 and 30 November 2016 shall not in any event exceed RMB4 million,


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respectively. UMP Medical China Holdings shall be responsible for such expenses paid inexcess of the above cap. Further, the operating expenses and capital expenditures paid bythe UMP Management III Group in its ordinary course of business for, and the amount ofthe shareholder’s loan provided during the period between 1 December 2016 and date ofcompletion shall not in any event exceed RMB1 million per calendar month (on a pro-ratabasis for any period less than a calendar month), respectively. Unless a prior writtenapproval is obtained from HAML, UMP Medical China Holdings shall be responsible forsuch expenses paid in excess of the above cap.

The consideration shall be paid in cash upon completion and was agreed after arm’slength negotiations between the parties taking into account the accumulated fundingprovided to the Shanghai Clinic so far (which amounts to RMB20.1 million as of 31October 2016), including, among other items, pre-opening expenses, rental expenses paidto date and staff costs and a premium of 10% of the cumulative costs with respect to theoperational expenditure and capital expenditure incurred up to 31 October 2016. Theaforesaid premium of 10% of the accumulated funding provided to the Shanghai Clinicwas determined by taking into account the expected financing costs for the purpose offunding the capital expenditure and working capital for the establishment of clinics ofsimilar nature and scale in the PRC generally. Immediately after completion, UMPHealthcare China will cease to hold any interest in UMP Management III.


Completion of the UMP Management III SPA is conditional on the satisfaction and/or waiver of, among other things, the following conditions on or before the date ofcompletion:

(a) where required, the independent shareholders of UMP having approved theentering into of the UMP Management III SPA and the transactionscontemplated herein;

(b) HAML being satisfied in all material respects with the results of its duediligence;

(c) the warranties given by UMP Healthcare China remaining true and accurate inall respects and not misleading in any respect as at completion;

(d) where required, NWS and NWD having duly complied with the relevant ListingRules in connection with the execution of the UMP Management III SPA andtransactions contemplated thereunder;

(e) the share subscription and purchase transactions contemplated under theSubscription and Purchase Agreement having been terminated;

(f) the sale and purchase transaction contemplated under the UMP ManagementSPA having become unconditional in all respects (save for the condition thatthe transaction contemplated under the UMP Management III SPA havingbecome unconditional in all respects) and the UMP Management SPA havingremained valid and effective and not having been terminated;


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(g) the Proposed UMP Healthcare China Subscription having become unconditionalin all respects (save for the condition that the transaction contemplated underthe UMP Management III SPA having become unconditional in all respects) andthe UMP Healthcare China Subscription Agreement having remained valid andeffective and not having been terminated;

(h) the Proposed UMP Healthcare (Beijing) Subscription having becomeunconditional in all respects (save for the condition that the transactioncontemplated under the UMP Management III SPA having becomeunconditional in all respects) and the UMP Healthcare (Beijing) SubscriptionAgreement having remained valid and effective and not having been terminated;

(i) UMP Healthcare China having delivered the audited consolidated financial andconsolidated management accounts to HAML;

(j) there not having occurred, in the reasonable opinion of HAML and to itssatisfaction only, a material adverse change to the financial, business, prospector trading position of UMP Management III and its group as a whole;

(k) all necessary waivers, consents and approvals to implement the transactionscontemplated under the UMP Management III SPA having been obtained andnot be revoked or withdrawn and no statute, regulation or decision which wouldprohibit, restrict or materially delay the transactions contemplated under theUMP Management SPA having been proposed, enacted or taken by anygovernmental or official authority; and

(l) all existing permits, licences, approvals and consent in respect of the operationof the business of UMP Management III and its group remaining valid andsubsisting and no actual notice having been received by UMP Management IIIor any member of its group that any permit, licence, approval and consentrequired for the operation of the business of the group will be terminated,revoked, withdrawn or suspended.

At any time on or before the Long Stop Date, HAML may waive the condition(s) (inwhole or in part) (other than (a), (d), (e), (f), (g) and (h)) by notice to UMP HealthcareChina on any terms as UMP Healthcare China and HAML may agree. If the conditionshave not been satisfied (or, where applicable, waived) by the Long Stop Date, theagreement shall automatically terminate with immediate effect. If the agreementterminates in accordance with the aforesaid, each relevant party’s further rights andobligations cease immediately on termination, but termination does not affect such party’saccrued rights and obligations as at the date of termination.

As at the Latest Practicable Date, conditions (d) and (e) had been satisfied.


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7. UMP HEALTHCARE CHINA SHAREHOLDERS’ AGREEMENT

The UMP Healthcare China Shareholders’ Agreement will be entered into and becomeeffective conditional upon the completion of the Proposed Disposal, the Proposed UMPHealthcare China Subscription and the Proposed UMP Healthcare (Beijing) Subscription, forthe purpose of regulating the rights and obligations of the shareholders of UMP HealthcareChina.

The principal terms of the UMP Healthcare China Shareholders’ Agreement are set out asfollows:

Parties

1. UMP Medical China Holdings

2. NWS Subsidiary

3. UMP Healthcare China

Scope of Business

According to the UMP Healthcare China Shareholders’ Agreement, the business ofUMP Healthcare China shall be (i) the provision of corporate healthcare solutions andhealthcare services to insurance companies and corporations in the PRC through thedesign and administration of tailored healthcare benefits plans for their members oremployees; (ii) the investment in, and/or the establishment of, a general clinic network inthe PRC; (iii) the operation and management of the clinics in the PRC; (iv) the provisionof medical examinations and health check-up services in the PRC; (v) the provision oftraining to medical staff (including doctors, nurses and ancillary service providers) in thePRC; (vi) the carrying on of health insurance-related business in the PRC; (vii) any otherancillary business in the PRC that are incidental to the provision of healthcare services;and (viii) any other business activities as the shareholders may agree pursuant to the UMPHealthcare China Shareholders’ Agreement from time to time.

((i) to (viii) above, together, the ‘‘PRC Business’’ and (ii) above only, the ‘‘PRCClinic Investment and Establishment Business’’)

Board Composition

The board of directors of UMP Healthcare China shall comprise a maximum of fivedirectors. UMP Medical China Holdings is entitled to appoint four directors and NWSSubsidiary is entitled to appoint one director. The chairman of the board shall benominated by UMP Medical China Holdings.

Management of UMP Healthcare China

The shareholders shall procure that certain reserved matters shall require the priorwritten consent of all shareholders, and each of the shareholders shall procure (so far as itis within its power to do so) that no such actions shall be taken at board level or, unless


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such unanimous consent has been given, at shareholders’ level. UMP Healthcare Chinashall establish a finance and business development committee which shall be responsiblefor making recommendations to the board of directors of UMP Healthcare China on allfinancing decisions and expansion strategy, including but not limited to potentialacquisitions. The committee shall have three members of whom two shall be nominatedby UMP Medical China Holdings and one shall be nominated by NWS Subsidiary.

Resolution of Deadlock

In the event that any shareholder of UMP Healthcare China in good faith shallconsider that, as a result of disagreement between them, no satisfactory resolution ofmaterial points can be achieved and/or that UMP Healthcare China is being operated tothe detriment of such shareholder, and the auditors of UMP Healthcare China for the timebeing certify that in their opinion the question at issue is of material importance either tothe present or then current business of UMP Healthcare China or any other businesscontemplated by the UMP Healthcare China Shareholders’ Agreement and/or that UMPHealthcare China is being operated to the detriment of such shareholder, then suchshareholder may serve upon the others a notice of termination.

Undertakings of the Shareholders in Relation to Business Opportunities

Undertakings from UMP Medical China Holdings

UMP Medical China Holdings unconditionally and irrevocably undertakes to UMPHealthcare China and NWS Subsidiary that, in the event that it or other members of theUMP Group is given/identifies any opportunities in any of the PRC Business (a ‘‘UMPPRC Business Opportunity’’), it will or will procure the relevant member of the UMPGroup to (as the case may be) inform UMP Healthcare China as soon as reasonablypracticable of such opportunity in writing and provide all such information (including,where available, investment plan and financial projection in relation to the suchopportunity) as is reasonably available to it in respect of such opportunity to UMPHealthcare China upon becoming aware of it. For the avoidance of doubt, UMP PRCBusiness Opportunity shall include any proposed transfer by UMP Medical ChinaHoldings or the relevant member of the UMP Group (as the case may be) of its businessundertakings in any of the PRC Business in whatever form and reference to PRC ClinicInvestment and Establishment Business shall be construed accordingly.

UMP Medical China Holdings or the relevant member of the UMP Group (as thecase may be) may take up such opportunity if (i) (where applicable) HAML and/or UMPHealthcare (Beijing) choose(s) (or is/are otherwise deemed) not to pursue the first rightopportunity pursuant to the Master Operation Service Agreement and/or the UMPHealthcare (Beijing) Amended and Restated Shareholders’ Agreement; (ii) a notice isreceived from UMP Healthcare China confirming its decision not to take up suchopportunity or UMP Medical China Holdings or the relevant member of the UMP Group(as the case may be) has not received from UMP Healthcare China a written noticeconfirming that such opportunity is accepted within 30 days after the opportunity notice isgiven to UMP Healthcare China; and (iii) the principal terms on which UMP Medical


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China Holdings or the relevant member of the UMP Group (as the case may be) pursuessuch opportunity are no more favourable than those made available to UMP HealthcareChina.

Each of NWS Subsidiary, UMP Medical China Holdings and UMP Healthcare Chinaacknowledges that:

(a) in the event that the UMP PRC Business Opportunity is in any of Beijing,Tianjin and Hebei which:

(i) is any of the PRC Clinic Investment and Establishment Businessopportunity:

. according to the Master Operation Service Agreement, UMPHealthcare China or the relevant member of the UMP Group (as thecase may be) shall put forward such opportunity to HAML, and insuch case HAML shall have a first right to pursue such opportunity inpriority over UMP Healthcare China;

. if HAML chooses (or is otherwise deemed) not to pursue suchopportunity, according to the UMP Healthcare (Beijing) Shareholders’Amended and Restated Agreement, UMP Healthcare China shall thenoffer such opportunity to UMP Healthcare (Beijing);

. if UMP Healthcare (Beijing) also chooses (or is otherwise deemed)not to pursue such opportunity, according to the UMP HealthcareChina Shareholders’ Agreement, UMP Healthcare China shall havethe subsequent right to choose to pursue such opportunity or not;

. if UMP Healthcare China also chooses (or is otherwise deemed) notto pursue such opportunity, then UMP Medical China Holdings or therelevant member of the UMP Group (as the case may be) shall be atwill to pursue such opportunity;

(ii) is not any of the PRC Clinic Investment and Establishment Businessopportunity:

. according to the UMP Healthcare (Beijing) Amended and RestatedShareholders’ Agreement, UMP Healthcare China or the relevantmember of the UMP Group (as the case may be) shall put forwardsuch opportunity to UMP Healthcare (Beijing), and in such case UMPHealthcare (Beijing) shall have a first right to pursue suchopportunity in priority over UMP Healthcare China;

. if UMP Healthcare (Beijing) chooses (or is otherwise deemed) not topursue such opportunity, according to the UMP Healthcare ChinaShareholders’ Agreement, UMP Healthcare China shall have thesubsequent right to choose to pursue such opportunity or not;


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(b) in the event that the UMP PRC Business Opportunity is not in any of Beijing,Tianjin and Hebei which:

(i) is any of the PRC Clinic Investment and Establishment Businessopportunity:

. according to the Master Operation Service Agreement, UMPHealthcare China or the relevant member of the UMP Group (as thecase may be) shall put forward such opportunity to HAML, and insuch case HAML shall have a first right to pursue such opportunity inpriority over UMP Healthcare China;

. if HAML chooses (or is otherwise deemed) not to pursue suchopportunity, according to the UMP Healthcare China Shareholders’Agreement, UMP Healthcare China shall have the subsequent right tochoose to pursue such opportunity or not;


(ii) is not any of the PRC Clinic Investment and Establishment Businessopportunity:

. according to the UMP Healthcare China Shareholders’ Agreement, ifUMP Healthcare China chooses (or is otherwise deemed) not topursue such opportunity, then UMP Medical China Holdings or therelevant member of the UMP Group (as the case may be) shall be atwill to pursue such opportunity; and

(c) in the event of any of (a)(i), (a)(ii) and (b)(i) above or otherwise in the eventany of the above results in the requirement for UMP, NWS and/or NWD toobtain independent shareholders’ approval, the 30-day period for HAML, UMPHealthcare China and/or UMP Healthcare (Beijing) in making the decision topursue the opportunity or not shall be extended as appropriate and the partiesshall provide reasonable assistance in this respect.

Undertakings from NWS Subsidiary

NWS Subsidiary unconditionally and irrevocably undertakes to UMP HealthcareCh

Documents

聯合醫務集團有限公司 · 2019. 9. 19. · Wangjing Soho and Shunyi, respectively under UMP Healthcare (Beijing) ‘‘Board’’ the board of Directors ‘‘BVI’’ the