UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

NEW FRONTIER HEALTH CORPORATION

(Name of Issuer)

 

Ordinary Shares

(Title of Class of Securities)

 

G6461G 106

(CUSIP Number)

 

Carl Wu

New Frontier Public Holding Ltd.

Unit 3004, Garden Square,

No. 968, Beijing West Road,

Jing’An, Shanghai, China

852-3703-3251

 

Copy to:

 

Yang Wang

Simpson Thacher & Bartlett LLP
3901 China World Tower

1 Jianguomenwai Avenue

Beijing 100004, China

86-10-5965-2976

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

October 5, 2021

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

*             This Schedule constitutes Amendment No. 4 to the Schedule 13D on behalf of New Frontier Public Holding Ltd. and Vivo Capital IX (Cayman), LLC filed as of December 30, 2019, Amendment No. 3 to the Schedule 13D on behalf of Nan Fung Group Holdings Limited, Sun Hing Associates Limited, NF SPAC Holding Limited, filed as of January 2, 2020, Amendment No. 2 to the Schedule 13D on behalf of each of Carnival Investments Limited, Mr. Kam Chung Leung, Ms. Roberta Lipson, Max Rising International Limited, Mr. Carl Wu, Mr. Ying Zeng, Brave Peak Limited, Aspex Master Fund, Aspex Management (HK) Limited, Mr. Ho Kei Li, Smart Scene Investment Limited and LY Holding Co., Limited, filed as of February 16, 2021, Amendment No. 2 to the Schedule 13D on behalf of Fosun Industrial Co., Limited and Shanghai Fosun Pharmaceutical (Group) Co., Ltd., filed as of December 30, 2019, Amendment No. 1 to the Schedule 13D on behalf of each of Strategic Healthcare Holding Ltd., Advance Data Services Limited, Yunqi China Special Investment A, York Asian Opportunities Investments Master Fund, L.P. and Smart Will Investments Limited, filed as of August 6, 2021, and an initial Schedule 13D on behalf of each of Star Advantage Global Limited, Golden Majestic Investments Limited, Apex Strategic Ventures Limited and Junson Development International Limited.

 

*             The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 

 

 

 

 

 

 

CUSIP No. G6461G 106

1

NAME OF REPORTING PERSONS

New Frontier Public Holding Ltd.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x (b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON

WITH

 

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

57,546,625(1)

9

SOLE DISPOSITIVE POWER

17,012,500

10

SHARED DISPOSITIVE POWER

0

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

57,546,625(1)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

39.3%(2)

14.

TYPE OF REPORTING PERSON

OO

 

(1)Includes (i) 9,542,500 ordinary shares of the Issuer, par value $0.0001 per share (“Ordinary Shares”) held directly by NFPH (as defined below), (ii) 7,470,000 Ordinary Shares underlying warrants held by NFPH, (iii) 17,605,000 Ordinary Shares that are subject to certain Letter Agreements, each dated as of December 17, 2019 and as described in Item 4 of the Original Schedule 13D, including 3,280,000 Ordinary Shares underlying warrants, (iv) 22,929,125 Ordinary Shares subject to the Irrevocable Proxies, including 3,975,750 Ordinary Shares underlying warrants. Does not include certain Ordinary Shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. Neither the filing of this Amendment No. 4 (as defined below) nor any of its contents shall be deemed to constitute an admission by the Reporting Person that it is the beneficial owner of any Ordinary Shares referred to under the foregoing prong (iii) or (iv) for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or for any other purpose, and such beneficial ownership is expressly disclaimed.

 

(2)Based on 131,847,694 Ordinary Shares outstanding as of June 4, 2021, as disclosed in the Issuer’s Form 20-F, filed on June 4, 2021, and assumes that all of the 14,725,750 warrants held by the Reporting Person (as defined below), or as to which the Reporting Person may be deemed the beneficial owner, have been exercised.

 

2

 

 

CUSIP No. G6461G 106

1

NAME OF REPORTING PERSONS

Strategic Healthcare Holding Ltd.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x (b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON

WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

451,439(1)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

451,439(1)

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

451,439(1)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.3%(2)

14.

TYPE OF REPORTING PERSON

CO

 

(1)Does not include certain Ordinary Shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5.

 

(2)Based on 131,847,694 Ordinary Shares outstanding as of June 4, 2021, as disclosed in the Issuer’s Form 20-F, filed on June 4, 2021.

 

3

 

 

CUSIP No. G6461G 106

1

NAME OF REPORTING PERSONS

Carnival Investments Limited

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x (b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 PF, OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON

WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

2,825,000(1)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

2,825,000(1)

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,825,000(1)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.1%(2)

14.

TYPE OF REPORTING PERSON

CO

 

(1)Includes (x) (i) 600,000 Ordinary Shares, and (ii) 300,000 Ordinary Shares underlying the public warrants owned by the Reporting Person in the Issuer’s initial public offering, and (y) (i) 1,575,000 Ordinary Shares, and (ii) 350,000 Ordinary Shares underlying the forward purchase warrants, held of record by the Reporting Person. Does not include certain Ordinary Shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5.

 

(2)Based on 131,847,694 Ordinary Shares outstanding as of June 4, 2021, as disclosed in the Issuer’s Form 20-F, filed on June 4, 2021, and assumes that all of the 650,000 warrants held by the Reporting Person, or as to which the Reporting Person may be deemed the beneficial owner, have been exercised.

 

4

 

 

CUSIP No. G6461G 106

1

NAME OF REPORTING PERSONS

Kam Chung Leung

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x (b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

PF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Hong Kong

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON

WITH

 

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

57,998,064(1)

9

SOLE DISPOSITIVE POWER

2,825,000(2)

10

SHARED DISPOSITIVE POWER

17,463,939(3)

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

57,998,064(1)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

39.6%(4)

14.

TYPE OF REPORTING PERSON

IN

 

(1)The Reporting Person shares voting power over the securities beneficially owned by NFPH and SHH (as defined below).

 

(2)Includes (x) (i) 600,000 Ordinary Shares, and (ii) 300,000 Ordinary Shares underlying the public warrants purchased by entities affiliated with the Reporting Person in the Issuer’s initial public offering, and (y) (i) 1,575,000 Ordinary Shares, and (ii) 350,000 Ordinary Shares underlying the forward purchase warrants, held of record by the Reporting Person or entities affiliated with the Reporting Person. Does not include certain Ordinary Shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5.

 

(3)The Reporting Person shares dispositive power over the securities held or deemed to be held by NFPH and SHH. The interests shown include (i) 9,542,500 Ordinary Shares held of record by NFPH, (ii) 7,470,000 Ordinary Shares underlying the private placement warrants held of record by NFPH, and (iii) 451,439 Ordinary Shares held of record by SHH.

 

(4)Based on 131,847,694 Ordinary Shares outstanding as of June 4, 2021, as disclosed in the Issuer’s Form 20-F, filed on June 4, 2021, and assumes that all of the 14,725,750 warrants held by the Reporting Person, or as to which the Reporting Person may be deemed the beneficial owner, have been exercised.

 

5

 

 

CUSIP No. G6461G 106

1

NAME OF REPORTING PERSONS

Roberta Lipson

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x (b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

PF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON

WITH

7

SOLE VOTING POWER

6,872,831(1)

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

6,872,831(1)

10

SHARED DISPOSITIVE POWER

0

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,872,831(1)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.1%(2)

14.

TYPE OF REPORTING PERSON

IN

 

(1)Includes (i) 1,227,251 Ordinary Shares held by the Reporting Person in her personal capacity, (ii) 3,282,032 Ordinary Shares that the Reporting Person has the right to acquire upon exercise of options prior to January 25, 2026, (iii) 2,363,548 Ordinary Shares held of record by the Daniel Lipson Plafker Trust, Benjamin Lipson Plafker Trust, Jonathan Lipson Plafker Trust, Ariel Benjamin Lee Trust and Lipson 2021 GRAT, for which the Reporting Person acts as the trustee. Does not include certain Ordinary Shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5.

 

(2)Based on 131,847,694 Ordinary Shares outstanding as of June 4, 2021, as disclosed in the Issuer’s Form 20-F, filed on June 4, 2021, and assumes that all of the 3,282,032 options held by the Reporting Person, or as to which the Reporting Person may be deemed the beneficial owner, have been exercised.

 

6

 

 

CUSIP No. G6461G 106

1 

NAME OF REPORTING PERSONS

Max Rising International Limited

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x (b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

PF, OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON

WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,412,500(1)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,412,500(1)

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,412,500(1)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.1%(2)

14.

TYPE OF REPORTING PERSON

CO

 

(1)Includes (x) (i) 300,000 Ordinary Shares, and (ii) 150,000 Ordinary Shares underlying the public warrants owned by the Reporting Person in the Issuer’s initial public offering, and (y) (i) 787,500 Ordinary Shares, and (ii) 175,000 Ordinary Shares underlying the forward purchase warrants, held of record by the Reporting Person. Does not include certain Ordinary Shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5.

 

(2)Based on 131,847,694 Ordinary Shares outstanding as of June 4, 2021, as disclosed in the Issuer’s Form 20-F, filed on June 4, 2021, and assumes that all of the 325,000 warrants held by the Reporting Person, or as to which the Reporting Person may be deemed the beneficial owner, have been exercised.

 

7

 

 

 

CUSIP No. G6461G 106
1 

NAME OF REPORTING PERSONS

Carl Wu

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x (b) o

3 SEC USE ONLY
4

SOURCE OF FUNDS

PF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Hong Kong

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH
REPORTING

PERSON

WITH

7 

SOLE VOTING POWER

0

8

SHARED VOTING POWER

57,998,064(1)

9

SOLE DISPOSITIVE POWER

1,412,500(2)

10

SHARED DISPOSITIVE POWER

17,463,939(3)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

57,998,064 (1)

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

39.6%(4)

14.

TYPE OF REPORTING PERSON

IN

 

(1)The Reporting Person shares voting power over the securities beneficially owned by NFPH and SHH.

 

(2)Includes (x) (i) 300,000 Ordinary Shares, and (ii) 150,000 Ordinary Shares underlying the public warrants purchased by entities affiliated with the Reporting Person in the Issuer’s initial public offering, and (y) (i) 787,500 Ordinary Shares, and (ii) 175,000 Ordinary Shares underlying the forward purchase warrants, held of record by the Reporting Person or entities affiliated with the Reporting Person. Does not include certain Ordinary Shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5.

 

(3)The Reporting Person shares dispositive power over the securities beneficially owned by NFPH and SHH. The interests shown include (i) 9,542,500 Ordinary Shares held of record by NFPH, (ii) 7,470,000 Ordinary Shares underlying the private placement warrants held of record by NFPH, and (iii) 451,439 Ordinary Shares held of record by SHH.

 

(4)Based on 131,847,694 Ordinary Shares outstanding as of June 4, 2021, as disclosed in the Issuer’s Form 20-F, filed on June 4, 2021, and assumes that all of the 14,725,750 warrants held by the Reporting Person, or as to which the Reporting Person may be deemed the beneficial owner, have been exercised.

  

8

 

 

CUSIP No. G6461G 106
1 

NAME OF REPORTING PERSONS

Ying Zeng

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x (b) o

3 SEC USE ONLY
4

SOURCE OF FUNDS

PF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6

CITIZENSHIP OR PLACE OF ORGANIZATION

People’s Republic of China

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH
REPORTING

PERSON

WITH

7 

SOLE VOTING POWER

216,250(1)

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

216,250(1)

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

216,250(1)

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.2%(2)

14.

TYPE OF REPORTING PERSON

IN

 

(1)Includes (i) 168,750 Ordinary Shares and (ii) 47,500 Ordinary Shares underlying warrants. Does not include certain Ordinary Shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5.

 

(2)Based on 131,847,694 Ordinary Shares outstanding as of June 4, 2021, as disclosed in the Issuer’s Form 20-F, filed on June 4, 2021, and assumes that all of the 47,500 warrants held by the Reporting Person, or as to which the Reporting Person may be deemed the beneficial owner, have been exercised.

 

9

 

 

CUSIP No. G6461G 106
1 

NAME OF REPORTING PERSONS

Vivo Capital IX (Cayman), LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x (b) o

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH
REPORTING

PERSON

WITH

7 

SOLE VOTING POWER

0

8

SHARED VOTING POWER

14,300,000(1)

9

SOLE DISPOSITIVE POWER

14,300,000(1)

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

14,300,000(1)

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.8%(2)

14.

TYPE OF REPORTING PERSON

OO

 

(1)Does not include Ordinary Shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5.

 

(2)Based on 131,847,694 Ordinary Shares outstanding as of June 4, 2021, as disclosed in the Issuer’s Form 20-F, filed on June 4, 2021.

 

10

 

 

CUSIP No. G6461G 106
1 

NAME OF REPORTING PERSONS

NF SPAC Holding Limited

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x (b) o

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH
REPORTING

PERSON

WITH

7 

SOLE VOTING POWER

0

8

SHARED VOTING POWER

7,850,000(1) 

9

SOLE DISPOSITIVE POWER

7,850,000(1)

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,850,000(1)

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.9%(2) 

14.

TYPE OF REPORTING PERSON

CO

 

(1)Includes (i) 7,150,000 Ordinary Shares held by NF SPAC Holding Limited, and (ii) 700,000 Ordinary Shares underlying warrants. Does not include certain Ordinary Shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5.

 

(2)Based on 131,847,694 Ordinary Shares outstanding as of June 4, 2021, as disclosed in the Issuer’s Form 20-F, filed on June 4, 2021, and assumes that all of the 700,000 warrants held by the Reporting Person, or as to which the Reporting Person may be deemed the beneficial owner, have been exercised.

 

11

 

  

CUSIP No. G6461G 106; G6461G 114
1 

NAME OF REPORTING PERSONS

Sun Hing Associates Limited

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x (b) o

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH
REPORTING

PERSON

WITH

7 

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,800,000(1)

9

SOLE DISPOSITIVE POWER

1,800,000(1)

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,800,000(1)

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.4%(2)

14.

TYPE OF REPORTING PERSON

CO

 

(1)Includes (i) 1,200,000 Ordinary Shares held by Sun Hing Associates Limited, and (ii) 600,000 Ordinary Shares underlying warrants. Does not include Ordinary Shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5.

 

(2)Based on 131,847,694 Ordinary Shares outstanding as of June 4, 2021, as disclosed in the Issuer’s Form 20-F, filed on June 4, 2021, and assumes that all of the 600,000 warrants held by the Reporting Person, or as to which the Reporting Person may be deemed the beneficial owner, have been exercised.

 

12

 

 

CUSIP No. G6461G 106
1 

NAME OF REPORTING PERSONS

Nan Fung Group Holdings Limited

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x (b) o

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH
REPORTING

PERSON

WITH

7 

SOLE VOTING POWER

0

8

SHARED VOTING POWER

9,930,000(1)

9

SOLE DISPOSITIVE POWER

9,930,000(1)

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

9,930,000(1)

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.4%(2)

14.

TYPE OF REPORTING PERSON

CO

 

(1)Includes (i) 1,200,000 Ordinary Shares held by Sun Hing Associates Limited, (ii) 600,000 Ordinary Shares underlying warrants held by Sun Hing Associates Limited, (iii) 7,150,000 Ordinary Shares held by NF SPAC Holding Limited, (iv) 700,000 Ordinary Shares underlying warrants held by NF SPAC Holding Limited and (v) 280,000 Ordinary Shares underlying warrants held by Nan Fung Group Holdings Limited. Each of NF SPAC Holding Limited and Sun Hing Associates Limited is an indirect wholly-owned subsidiary of the Reporting Person. Does not include certain Ordinary Shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5.

 

(2)Based on 131,847,694 Ordinary Shares outstanding as of June 4, 2021, as disclosed in the Issuer’s Form 20-F, filed on June 4, 2021, and assumes that all of the 1,580,000 warrants held by the Reporting Person, or as to which the Reporting Person may be deemed the beneficial owner, have been exercised.

 

13

 

 

CUSIP No. G6461G 106
1 

NAME OF REPORTING PERSONS

BRAVE PEAK LIMITED

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x (b) o

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH
REPORTING

PERSON

WITH

7 

SOLE VOTING POWER

0

8

SHARED VOTING POWER

6,375,000(1) 

9

SOLE DISPOSITIVE POWER

6,375,000 (1)

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,375,000(1)

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.8%(2)

14.

TYPE OF REPORTING PERSON

CO

 

(1)Includes (i) 4,875,000 Ordinary Shares held by Brave Peak Limited, and (ii) 1,500,000 Ordinary Shares underlying warrants. Does not include certain Ordinary Shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5.

 

(2)Based on 131,847,694 Ordinary Shares outstanding as of June 4, 2021, as disclosed in the Issuer’s Form 20-F, filed on June 4, 2021, and assumes that all of the 1,500,000 warrants held by the Reporting Person, or as to which the Reporting Person may be deemed the beneficial owner, have been exercised.

 

14

 

 

CUSIP No. G6461G 106
1 

NAME OF REPORTING PERSONS

ASPEX MASTER FUND

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x (b) o

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH
REPORTING

PERSON

WITH

7 

SOLE VOTING POWER

0

8

SHARED VOTING POWER

4,243,750(1) 

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

4,243,750(1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,243,750(1)

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.2%(2)

14.

TYPE OF REPORTING PERSON

CO

 

(1)Includes (i) 4,081,250 Ordinary Shares held by Aspex Master Fund, and (ii) 162,500 Ordinary Shares underlying warrants held by Aspex Master Fund. Does not include certain Ordinary Shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5.

 

(2)Based on 131,847,694 Ordinary Shares outstanding as of June 4, 2021, as disclosed in the Issuer’s Form 20-F, filed on June 4, 2021, and assumes that all of the 162,500 warrants held by the Reporting Person, or as to which the Reporting Person may be deemed the beneficial owner, have been exercised.

 

15

 

 

CUSIP No. G6461G 106
1 

NAME OF REPORTING PERSONS

ASPEX MANAGEMENT (HK) LIMITED

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x (b) o

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Hong Kong

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH
REPORTING

PERSON

WITH

7 

SOLE VOTING POWER

0

8

SHARED VOTING POWER

4,243,750(1) 

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

4,243,750(1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,243,750(1)

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.2%(2)

14.

TYPE OF REPORTING PERSON

HC

 

(1)Aspex Management (HK) Limited may be deemed to beneficially own (i) 4,081,250 Ordinary Shares held by Aspex Master Fund and (ii) 162,500 Ordinary Shares underlying warrants held by Aspex Master Fund. Aspex Management (HK) Limited expressly disclaims any such beneficial ownership. Does not include certain Ordinary Shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. Aspex Management (HK) Limited acts as the sole management company of Aspex Master Fund.

 

(2)Based on 131,847,694 Ordinary Shares outstanding as of June 4, 2021, as disclosed in the Issuer’s Form 20-F, filed on June 4, 2021, and assumes that all of the 162,500 warrants held by the Reporting Person, or as to which the Reporting Person may be deemed the beneficial owner, have been exercised.

 

16

 

 

CUSIP No. G6461G 106
1 

NAME OF REPORTING PERSONS

Ho Kei Li

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x (b) o

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Hong Kong

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH
REPORTING

PERSON

WITH

7 

SOLE VOTING POWER

0

8

SHARED VOTING POWER

4,243,750(1) 

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

4,243,750(1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,243,750(1)

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.2%(2)

14.

TYPE OF REPORTING PERSON

HC

 

(1)Mr. Ho Kei Li (“Mr. Li”) may be deemed to beneficially own (i) 4,081,250 Ordinary Shares held by Aspex Master Fund, and (ii) 162,500 Ordinary Shares underlying warrants held by Aspex Master Fund. Mr. Li expressly disclaims any such beneficial ownership. Does not include certain Ordinary Shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. Mr. Li holds 100% of the equity interests in Aspex Management (Cayman) Limited, which in turn holds 100% of equity interests in Aspex Management (HK) Limited.

 

(2)Based on 131,847,694 Ordinary Shares outstanding as of June 4, 2021, as disclosed in the Issuer’s Form 20-F, filed on June 4, 2021, and assumes that all of the 162,500 warrants held by the Reporting Person, or as to which the Reporting Person may be deemed the beneficial owner, have been exercised.

 

17

 

 

 

CUSIP No. G6461G 106

1 

 

NAME OF REPORTING PERSONS

SMART SCENE INVESTMENT LIMITED

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x (b) ¨ 

3

 

SEC USE ONLY

 

4

 

SOURCE OF FUNDS

AF

5

 

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

Hong Kong

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON

WITH

 

7 

 

SOLE VOTING POWER

3,000,000(1) 

 

8

 

SHARED VOTING POWER

0

 

9

 

SOLE DISPOSITIVE POWER

3,000,000(1)

 

10

 

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,000,000(1)

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.3%(2)

14.

 

TYPE OF REPORTING PERSON

CO

 

(1)Does not include certain Ordinary Shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5.

 

(2)Based on 131,847,694 Ordinary Shares outstanding as of June 4, 2021, as disclosed in the Issuer’s Form 20-F, filed on June 4, 2021.

 

18

 

 

CUSIP No. G6461G 106

1 

 

NAME OF REPORTING PERSONS

LY HOLDING CO., LIMITED

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x (b) ¨ 

3

 

SEC USE ONLY

4

 

SOURCE OF FUNDS

WC

5

 

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON

WITH

 

7 

 

SOLE VOTING POWER

0

 

8

 

SHARED VOTING POWER

1,375,000(1) 

 

9

 

SOLE DISPOSITIVE POWER

1,375,000(1)

 

10

 

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,375,000(1)

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.0%(2)

14.

 

TYPE OF REPORTING PERSON

CO

 

(1)Includes (i) 1,125,000 Ordinary Shares held by LY Holding Co., Limited, and (ii) 250,000 Ordinary Shares underlying warrants. Does not include certain Ordinary Shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5.

 

(2)Based on 131,847,694 Ordinary Shares outstanding as of June 4, 2021, as disclosed in the Issuer’s Form 20-F, filed on June 4, 2021, and assumes that all of the 250,000 warrants held by the Reporting Person, or as to which the Reporting Person may be deemed the beneficial owner, have been exercised.

 

19

 

 

CUSIP No. G6461G 106

1 

 

NAME OF REPORTING PERSONS

Advance Data Services Limited

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x  (b) ¨ 

3

 

SEC USE ONLY

4

 

SOURCE OF FUNDS

PF

5

 

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

 
 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON

WITH

 

7 

 

SOLE VOTING POWER

3,850,000(1)

 

8

 

SHARED VOTING POWER

0

 

9

 

SOLE DISPOSITIVE POWER

3,850,000(1)

 

10

 

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,850,000(1)

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.9%(2)

14.

 

TYPE OF REPORTING PERSON

CO

 

(1)Includes (i) 3,150,000 Ordinary Shares, (ii) 400,000 Ordinary Shares underlying the public warrants owned by the Reporting Person in the Issuer’s initial public offering, and (iii) 300,000 Ordinary Shares underlying the forward purchase warrants, held of record by the Reporting Person. Does not include certain Ordinary Shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5.

 

(2)Based on 131,847,694 Ordinary Shares outstanding as of June 4, 2021, as disclosed in the Issuer’s Form 20-F, filed on June 4, 2021, and assumes that all of the 700,000 warrants held by the Reporting Person, or as to which the Reporting Person may be deemed the beneficial owner, have been exercised.

 

20

 

 

CUSIP No. G6461G 106

1 

 

NAME OF REPORTING PERSONS

Yunqi China Special Investment A

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x (b) ¨ 

3

 

SEC USE ONLY

4

 

SOURCE OF FUNDS

OO

5

 

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON

WITH

 

7 

 

SOLE VOTING POWER

2,278,316(1)

 

8

 

SHARED VOTING POWER

0

 

9

 

SOLE DISPOSITIVE POWER

2,278,316(1)

 

10

 

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,278,316 (1)

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.7%(2)

14.

 

TYPE OF REPORTING PERSON

CO

 

(1)Does not include certain Ordinary Shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5.

 

(2)Based on 131,847,694 Ordinary Shares outstanding as of June 4, 2021, as disclosed in the Issuer’s Form 20-F, filed on June 4, 2021.

 

21

 

 

CUSIP No. G6461G 106

1 

 

NAME OF REPORTING PERSONS

York Asian Opportunities Investments Master Fund, L.P.

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x  (b) ¨ 

3

 

SEC USE ONLY

4

 

SOURCE OF FUNDS

WC

5

 

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON

WITH

 

7 

 

SOLE VOTING POWER

2,331,067(1)

 

8

 

SHARED VOTING POWER

0

 

9

 

SOLE DISPOSITIVE POWER

2,331,067(1)

 

10

 

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,331,067(1)

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.8%(2)

14.

 

TYPE OF REPORTING PERSON

OO

 

(1)Does not include certain Ordinary Shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5.

 

(2)Based on 131,847,694 Ordinary Shares outstanding as of June 4, 2021, as disclosed in the Issuer’s Form 20-F, filed on June 4, 2021.

 

22

 

 

CUSIP No. G6461G 106

1 

 

NAME OF REPORTING PERSONS

Smart Will Investments Limited

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x (b) ¨

3

 

SEC USE ONLY

4

 

SOURCE OF FUNDS

AF

5

 

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON

WITH

 

7 

 

SOLE VOTING POWER

2,375,000(1)

 

8

 

SHARED VOTING POWER

0

 

9

 

SOLE DISPOSITIVE POWER

2,375,000(1)

 

10

 

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,375,000(1)

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.8%(2)

14.

 

TYPE OF REPORTING PERSON

CO

 

(1)Includes (i) 2,125,000 Ordinary Shares and (ii) 250,000 Ordinary Shares underlying warrants. Does not include certain Ordinary Shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5.

 

(2)Based on 131,847,694 Ordinary Shares outstanding as of June 4, 2021, as disclosed in the Issuer’s Form 20-F, filed on June 4, 2021, and assumes that all of the 250,000 warrants held by the Reporting Person, or as to which the Reporting Person may be deemed the beneficial owner, have been exercised.

 

23

 

 

CUSIP No. G6461G 106

1 

 

NAME OF REPORTING PERSONS

Fosun Industrial Co., Limited

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x (b) ¨

3

 

SEC USE ONLY

4

 

SOURCE OF FUNDS

OO

5

 

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

Hong Kong

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON

WITH

 

7 

 

SOLE VOTING POWER

0

 

8

 

SHARED VOTING POWER

9,400,000(1)

 

9

 

SOLE DISPOSITIVE POWER

0

 

10

 

SHARED DISPOSITIVE POWER

9,400,000(1)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

9,400,000(1)

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.1%(2)

14.

 

TYPE OF REPORTING PERSON

CO

 

(1)Does not include certain Ordinary Shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5.

 

(2)Based on 131,847,694 Ordinary Shares outstanding as of June 4, 2021, as disclosed in the Issuer’s Form 20-F, filed on June 4, 2021.

 

24

 

 

CUSIP No. G6461G 106

1 

 

NAME OF REPORTING PERSONS

Shanghai Fosun Pharmaceutical (Group) Co., Ltd.

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x (b) ¨

3

 

SEC USE ONLY

4

 

SOURCE OF FUNDS

OO

5

 

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

People’s Republic of China

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON

WITH

 

7 

 

SOLE VOTING POWER

0

 

8

 

SHARED VOTING POWER

9,400,000(1)

 

9

 

SOLE DISPOSITIVE POWER

0

 

10

 

SHARED DISPOSITIVE POWER

9,400,000(1)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

9,400,000(1)

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.1%(2)

14.

 

TYPE OF REPORTING PERSON

CO

 

(1)Does not include certain Ordinary Shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5.

 

(2)Based on 131,847,694 Ordinary Shares outstanding as of June 4, 2021, as disclosed in the Issuer’s Form 20-F, filed on June 4, 2021.

 

25

 

 

CUSIP No. G6461G 106

1 

 

NAME OF REPORTING PERSONS

Star Advantage Global Limited

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x (b) ¨

3

 

SEC USE ONLY

4

 

SOURCE OF FUNDS

PF

5

 

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON

WITH

 

7 

 

SOLE VOTING POWER

206,250(1)

 

8

 

SHARED VOTING POWER

0

 

9

 

SOLE DISPOSITIVE POWER

0

 

10

 

SHARED DISPOSITIVE POWER

206,250(1)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

206,250(1)

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.2%(2)

14.

 

TYPE OF REPORTING PERSON

CO

 

(1)Includes (i) 168,750 Ordinary Shares, and (ii) 37,500 Ordinary Shares underlying the forward purchase warrants, held of record by the Reporting Person. Does not include certain Ordinary Shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5.

 

(2)Based on 131,847,694 Ordinary Shares outstanding as of June 4, 2021, as disclosed in the Issuer’s Form 20-F, filed on June 4, 2021, and assumes that all of the 37,500 warrants held by the Reporting Person, or as to which the Reporting Person may be deemed the beneficial owner, have been exercised.

 

26

 

 

CUSIP No. G6461G 106

1 

 

NAME OF REPORTING PERSONS

Golden Majestic Investments Limited

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x (b) ¨

3

 

SEC USE ONLY

4

 

SOURCE OF FUNDS

PF

5

 

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON

WITH

 

7 

 

SOLE VOTING POWER

0

 

8

 

SHARED VOTING POWER

281,250 (1)

 

9

 

SOLE DISPOSITIVE POWER

0

 

10

 

SHARED DISPOSITIVE POWER

281,250(1)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

281,250(1)

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.2%(2)

14.

 

TYPE OF REPORTING PERSON

CO

 

(1)Includes (x) (i) 50,000 Ordinary Shares, and (ii) 25,000 Ordinary Shares underlying the public warrants owned by the Reporting Person in the Issuer’s initial public offering, and (y) (i) 168,750 Ordinary Shares, and (ii) 37,500 Ordinary Shares underlying the forward purchase warrants, held of record by the Reporting Person. Does not include certain Ordinary Shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5.

 

(2)Based on 131,847,694 Ordinary Shares outstanding as of June 4, 2021, as disclosed in the Issuer’s Form 20-F, filed on June 4, 2021, and assumes that all of the 62,500 warrants held by the Reporting Person, or as to which the Reporting Person may be deemed the beneficial owner, have been exercised.

 

27

 

 

 

CUSIP No. G6461G 106
1   

NAME OF REPORTING PERSONS

Apex Strategic Ventures Limited

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x (b) ¨

3  

SEC USE ONLY

 

4  

SOURCE OF FUNDS

PF

5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

 

6  

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON

WITH

  7   

SOLE VOTING POWER

962,500(1)

  8  

SHARED VOTING POWER

0

  9  

SOLE DISPOSITIVE POWER

0

  10  

SHARED DISPOSITIVE POWER

962,500(1)

 

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

962,500(1)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.2%(2)

14.  

TYPE OF REPORTING PERSON

CO

 

(1)Includes (i) 787,500 Ordinary Shares, and (ii) 175,000 Ordinary Shares underlying the forward purchase warrants, held of record by the Reporting Person. Does not include certain Ordinary Shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5.

 

(2)Based on 131,847,694 Ordinary Shares outstanding as of June 4, 2021, as disclosed in the Issuer’s Form 20-F, filed on June 4, 2021, and assumes that all of the 175,000 warrants held by the Reporting Person, or as to which the Reporting Person may be deemed the beneficial owner, have been exercised.

 

28

 

 

CUSIP No. G6461G 106
1   

NAME OF REPORTING PERSONS

Junson Development International Limited

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x (b) ¨

3  

SEC USE ONLY

 

4  

SOURCE OF FUNDS

OO

5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

 

6  

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON

WITH

  7   

SOLE VOTING POWER

1,451,910(1)

  8  

SHARED VOTING POWER

0

  9  

SOLE DISPOSITIVE POWER

1,451,910(1)

  10  

SHARED DISPOSITIVE POWER

0

 

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,451,910(1)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.1%(2)

14.  

TYPE OF REPORTING PERSON

CO

 

(1)Includes (i) 1,026,910 Ordinary Shares, and (ii) 425,000 Ordinary Shares underlying warrants, held of record by the Reporting Person. Does not include certain Ordinary Shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5.

 

(2)Based on 131,847,694 Ordinary Shares outstanding as of June 4, 2021, as disclosed in the Issuer’s Form 20-F, filed on June 4, 2021, and assumes that all of the 425,000 warrants held by the Reporting Person, or as to which the Reporting Person may be deemed the beneficial owner, have been exercised.

 

END OF COVER PAGES

 

29

 

 

This Schedule constitutes Amendment No. 4 (the “Amendment No. 4”) to the Schedule 13D on behalf of New Frontier Public Holding Ltd. and Vivo Capital IX (Cayman), LLC filed as of December 30, 2019 (as amended to date, the “Original Schedule 13D”), Amendment No. 3 to the Schedule 13D on behalf of Nan Fung Group Holdings Limited, Sun Hing Associates Limited, NF SPAC Holding Limited, filed as of January 2, 2020, Amendment No. 2 to the Schedule 13D on behalf of each of Carnival Investments Limited, Mr. Kam Chung Leung, Ms. Roberta Lipson, Max Rising International Limited, Mr. Carl Wu, Mr. Ying Zeng, Brave Peak Limited, Aspex Master Fund, Aspex Management (HK) Limited, Mr. Ho Kei Li, Smart Scene Investment Limited and LY Holding Co., Limited, filed as of February 16, 2021, Amendment No. 2 to the Schedule 13D on behalf of Fosun Industrial Co., Limited and Shanghai Fosun Pharmaceutical (Group) Co., Ltd., filed as of December 30, 2019, Amendment No.1 to the Schedule 13D on behalf of Strategic Healthcare Holding Ltd., Advance Data Services Limited, Yunqi China Special Investment A, York Asian Opportunities Investments Master Fund, L.P. and Smart Will Investments Limited, filed as of August 6, 2021, and an initial Schedule 13D on behalf of each of Star Advantage Global Limited, Golden Majestic Investments Limited, Apex Strategic Ventures Limited and Junson Development International Limited, relating to the ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), of New Frontier Health Corporation, a Cayman Islands exempted company (the “Issuer”). Except as set forth herein, the Original Schedule 13D is unmodified and remains in full force and effect as to the applicable reporting persons thereof. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Original Schedule 13D.

 

ITEM 2. IDENTITY AND BACKGROUND

 

Item 2 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a), (b), (c) and (f)

 

(1)This statement is filed by (i) New Frontier Public Holding Ltd. (“NFPH”), (ii) Carnival Investments Limited (“Carnival”), (iii) Mr. Kam Chung Leung, (iv) Ms. Roberta Lipson, (v) Max Rising International Limited (“Max Rising”), (vi) Mr. Carl Wu, (vii) Mr. Ying Zeng, (viii) Vivo Capital IX (Cayman), LLC (“Vivo LLC”), (ix) NF SPAC Holding Limited (“NF SPAC”), Sun Hing Associates Limited (“Sun Hing”) and Nan Fung Group Holdings Limited (“NFGHL”, together with NF SPAC and Sun Hing, “Nan Fung”), (x) Brave Peak Limited (“Shimao”), (xi) Aspex Master Fund (“Aspex Fund”), Aspex Management (HK) Limited (“Aspex HK”), Mr. Ho Kei Li (collectively, “Aspex Parties”), (xii) Smart Scene Investment Limited (“Hysan”), (xiii) LY Holding Co., Limited (“LY”), (xiv) Strategic Healthcare Holding Limited (“SHH”), (xv) Advance Data Services Limited (“ADS”), (xvi) Yunqi China Special Investment A (“Yunqi”), (xvii) York Asian Opportunities Investments Master Fund, L.P. (“York”), (xviii) Smart Will Investments Limited (“Smart Will”), (xix) Fosun Industrial Co., Limited (“Fosun Industrial”), (xx) Shanghai Fosun Pharmaceutical (Group) Co., Ltd. (“Fosun Pharma”, together with Fosun Industrial, “Fosun”), (xxi) Star Advantage Global Limited (“Star Advantage”), (xxii) Golden Majestic Investments Limited (“Golden Majestic”), (xxiii) Apex Strategic Ventures Limited (“Apex Strategic”) and (xxiv) Junson Development International Limited (“Junson”) (NFPH, Carnival, Mr. Kam Chung Leung, Ms. Roberta Lipson, Max Rising, Mr. Carl Wu, Mr. Ying Zeng, Vivo LLC, Nan Fung, Shimao, Aspex Parties, Hysan, LY, SHH, ADS, Yunqi, York, Smart Will, Fosun, Star Advantage, Golden Majestic, Apex Strategic and Junson, collectively, the “Reporting Persons”, and each, a “Reporting Person”).

 

(2)NFPH is a Cayman Islands exempted company owned and controlled by Mr. Kam Chung Leung and Mr. Carl Wu, formed solely for the purpose of investing in securities of the Issuer. The directors of NFPH are Mr. Kam Chung Leung and Mr. Carl Wu. The business address of NFPH is 23rd Floor, 299 QRC, 287-299 Queen’s Road Central, Hong Kong.

 

30

 

 

(3)Carnival is a British Virgin Islands Company limited by shares owned and controlled by Mr. Kam Chung Leung. Carnival solely engages in investment holding. The sole director of Carnival is Mr. Kam Chung Leung. The business address of Carnival is 23rd Floor, 299 QRC, 287-299 Queen’s Road Central, Hong Kong.

 

(4)Mr. Kam Chung Leung is a citizen of Hong Kong. Mr. Kam Chung Leung has been the chairman of the Issuer since its IPO. Mr. Kam Chung Leung is the group chairman of New Frontier Group Ltd., which he co-founded with Mr. Carl Wu in 2016. Mr. Kam Chung Leung is also the group chairman of Nan Fung Group, a leading Chinese conglomerate based in Hong Kong engaging in real estate and investment businesses. He is the sole member of Carnival. The business address of Mr. Kam Chung Leung is 23rd Floor, 299 QRC, 287-299 Queen’s Road Central, Hong Kong.

 

(5)Ms. Roberta Lipson is a citizen of the United States of America. Ms. Roberta Lipson is a director and the Chief Executive Officer of the Issuer. The business address of Ms. Roberta Lipson is c/o United Family Healthcare, Hengtong Office Park Building 7, Jiuxianqiao Road #10, Beijing, P.R.China.

 

(6)Max Rising is a British Virgin Islands Company limited by shares owned and controlled by Mr. Carl Wu. Max Rising solely engages in investment holding. The sole director of Max Rising is Mr. Carl Wu. The business address of Max Rising is 23rd Floor, 299 QRC, 287-299 Queen’s Road Central, Hong Kong.

 

(7)Mr. Carl Wu is a citizen of Hong Kong. Mr. Carl Wu is a director and the chairman of the Executive Committee of the Issuer. Mr. Carl Wu is the sole member of Max Rising. The business address of Mr. Carl Wu is 23rd Floor, 299 QRC, 287-299 Queen’s Road Central, Hong Kong.

 

(8)Mr. Ying Zeng is a citizen of the People’s Republic of China. Mr. Ying Zeng serves as a director and the Chief Operating Officer of the Issuer. The business address of Mr. Ying Zeng is 23rd Floor, 299 QRC, 287-299 Queen’s Road Central, Hong Kong.

 

(9)Vivo LLC, a Cayman Islands limited liability company, is the general partner of Vivo Capital Fund IX (Cayman), L.P. (“Vivo LP”), a Cayman Islands exempted limited partnership and the record holder of 14,300,000 Ordinary Shares. The principal business of Vivo LLC is to provide investment services to the private investment funds it manages. The managing members of Vivo LLC are Frank Kung, Edgar Engleman, Shan Fu, Hongbo Lu, Mahendra Shah, Jack Nielsen and Michael Chang, none of whom has individual voting or investment power with respect to any Ordinary Shares as reported herein and each of whom disclaims beneficial ownership of such Ordinary Shares. The business address of Vivo LLC is c/o: Vivo Capital LLC, 192 Lytton Ave., Palo Alto, CA 94301.

 

(10)Each of NF SPAC and Sun Hing is an indirect wholly-owned subsidiary of NFGHL. The members of the Executive Committee of NFGHL make investment decisions with respect to the securities directly and indirectly held by NFGHL and, therefore, the securities held by each of NF SPAC and Sun Hing. Mr. Kam Chung Leung, Mr. Frank Kai Shui Seto, Mr. Vincent Sai Sing Cheung, Mr. Pui Kuen Cheung, Mr. Kin Ho Kwok, Ms. Vanessa Tih Lin Cheung, Mr. Meng Gao and Mr. Chun Wai Nelson Tang are the members of the Executive Committee of NFGHL and therefore may be deemed to beneficially own the securities reported herein. Each of the members of the Executive Committee disclaims beneficial ownership of the securities reported herein. The business address of NFGHL and the correspondence address of NF SPAC and Sun Hing are 23rd Floor, Nan Fung Tower, 88 Connaught Road Central and 173 Des Voeux Road Central, Hong Kong.

 

31

 

 

(11)Shimao is a British Virgin Islands company owned and controlled by Shimao Group Holdings Limited (formerly known as Shimao Property Holdings Ltd.). The principal executive officers of Shimao are Hui Wing Mau and Hui Mei Mei, Carol and the directors of Shimao are Hui Wing Mau and Hui Mei Mei, Carol. Shimao solely engages in investment holding. The correspondence address of Shimao is 38th Floor, Tower One, Lippo Centre, 89 Queensway, Hong Kong.

 

(12)Aspex Fund is a Cayman Islands company. Aspex HK is a Hong Kong company and is wholly owned by Aspex Management (Cayman) Limited, which in turn is wholly owned by Mr. Li. The principal business of Aspex Fund is investment activities. The principal business of Aspex HK is to serve as the management company of Aspex Fund. Mr. Li is the founder of Aspex Fund, one of the three directors of Aspex Fund, the sole director and the chief investment officer of Aspex HK. Bonnie Fong is the chief operating officer of Aspex HK. Each of John Clive Lewis and Stephen John Rooney is a director of Aspex Fund. Mr. Li and Bonnie Fong are Hong Kong citizens. John Clive Lewis is a United Kingdom citizen. Stephen John Rooney is a New Zealand citizen. As of the date of this Schedule 13D, Aspex Fund does not have any executive officers. The business address of Aspex Parties and Bonnie Fong is 16th Floor, St. George’s Building, 2 Ice House Street, Hong Kong. The business address of John Clive Lewis is Grand Pavilion Commercial Centre, 1st Floor, 802 West Bay Road, P.O.Box 30599, KY1-1203, Grand Cayman Cayman Islands. The business address of Stephen John Rooney is 38 Loop Road, Kawarau Falls, Queenstown 9300, New Zealand.

 

(13)Hysan is a Hong Kong limited liability company owned and controlled by Hysan Development Company Limited. Hysan solely engages in investment holding. The directors of Hysan are Mr. Lui Kon Wai and Mr. Hao Shu Yan. The business address of Hysan is 50/F, Lee Garden One, 33 Hysan Avenue, Hong Kong.

 

(14)LY is a British Virgin Islands company owned and controlled by four trusts with Lion Trust (Singapore) Limited acting as trustee. The principal executive officer of LY is Mr. Ng Ka Lam and the directors of LY are Mr. Ng Ka Lam and Mr. Wei Ying-Chiao. LY solely engages in investment holding. The business address of LY is Room 3008, 968 Beijing West Road, Shanghai.

 

(15)SHH is a British Virgin Islands company controlled by Mr. Kam Chung Leung and Mr. Carl Wu, formed solely for the purpose of investing in the healthcare business. The directors of SHH are Mr. Carl Wu, Mr. Kam Chung Leung, Mr. Meng Gao, Mr. Norman Sheung Ho Cheung, Mr. Ka Lam Ng, Mr. Ngai Fong Siu, Ms. Mei Mei Carol Hui, Mr. Lui Kon Wai, Mr. Ying Zeng, Mr. Shuo Wang and Mr. Hung Kit Thomas Sze. The business address of SHH is 23rd Floor, 299 QRC, 287-299 Queen’s Road Central, Hong Kong.

 

(16)ADS is a British Virgin Islands company owned and controlled by Mr. Ma Huateng, formed solely for the purpose of investment holding. The business address of ADS is 29/F, Three Pacific Place, 1 Queen’s Road East, Wanchai, Hong Kong.

 

(17)Yunqi is a Cayman Islands limited liability company. The directors of Yunqi are Mr. Christopher Min Fan Wang, Mr. Michael Patrick Garrow, and Mr. Johannes Kaps. The business address of Yunqi is Unit 3703, 37/F, AIA Tower, 183 Electric Road, Hong Kong.

 

(18)York is a multi-strategy, event-driven hedge fund incorporated in the Cayman Islands and owned and controlled by York Capital Management Global Advisors, LLC. The business address of York Asian Opportunities Investments Master Fund, L.P. is Chater House, 8 Connaught Road, Suites 809-810, Hong Kong.

 

32

 

 

(19)Smart Will is a British Virgin Islands company owned and controlled by a discretionary trust with HSBC International Trustee Limited acting as trustee. The directors of Smart Will are Mr. Lo Hong Sui, Vincent, Ms. Lo Bo Yue, Stephanie, Mr. Lo Adrian Jonathan Chun Sing and Mr. Chan Wai Kan. The business address is 34/F, Shui On Centre, 6-8 Harbour Road, Hong Kong.

 

(20)Fosun Industrial is  a company incorporated under the laws of Hong Kong. Fosun Industrial is principally engaged in foreign investment, sale and consultancy service of Chinese and western medicine, diagnostic reagent, medical device products and relevant import and export business. The address of its principal business office is Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong. Fosun Industrial is a wholly owned subsidiary of Fosun Pharma.

 

(21)Fosun Pharma is a corporation organized under the laws of People’s Republic of China and listed on the Shanghai Stock Exchange and the Hong Kong Stock Exchange with its principal business address at No. 1289 Yishan Road (Building A, Fosun Technology Park), Shanghai 200233, People’s Republic of China. Fosun Pharma strategically operates businesses in the pharmaceutical and health industry, including pharmaceutical manufacturing, medical devices and medical diagnosis, and healthcare services. Through its investment in Sinopharm Group Co., Ltd., Fosun Pharma’s business extends to pharmaceutical distribution and retail. Fosun Pharma is a subsidiary of, and is beneficially held approximately 39.39% by, Shanghai Fosun High Technology (Group) Co., Ltd. as of June 30, 2021. Shanghai Fosun High Technology (Group) Co. Ltd is a wholly-owned subsidiary of Fosun International Limited, which is a subsidiary of Fosun Holdings Limited, which is a wholly-owned subsidiary of Fosun International Holdings Ltd. Fosun International Holdings Ltd. is beneficially held approximately 85.29% by Guo Guangchang and 14.71% by Wang Qunbin. Guo Guangchang controls Fosun International Holdings Ltd. and could therefore be deemed the beneficial owner of the Ordinary Shares held by Fosun Industrial.

 

(22)Star Advantage is a company incorporated in British Virgin Islands and existing under the laws of BVI Business Companies Act. The business address and telephone number of Star Advantage is Suite 1109, Two International Finance Centre, 8 Finance Street, Central, Hong Kong, +852 3628 2388. The principal business of Star Advantage is investment holding. Star Advantage is majority owned by Ms. Han Min, who is a Hong Kong passport holder and has been retired for the past five years.

 

(23)Golden Majestic is a company incorporated in British Virgin Islands and existing under the laws of BVI Business Companies Act. The business address and telephone number of Golden Majestic is Suite 1109, Two International Finance Centre, 8 Finance Street, Central, Hong Kong, +852 3628 2388. The principal business of Golden Majestic is investment holding. Golden Majestic is majority owned by Ms. Luo Xiaohong, who is a Chinese passport holder and has been retired for the past five years.

 

(24)Apex Strategic is a company incorporated in British Virgin Islands and existing under the laws of BVI Business Companies Act. The business address and telephone number of Apex Strategic is Suite 1109, Two International Finance Centre, 8 Finance Street, Central, Hong Kong, +852 3628 2388. The principal business of Apex Strategic is investment holding. Apex Strategic is majority owned by Mr. Shi Yufeng, who is a Hong Kong passport holder and has been retired for the past five years.

 

33

 

 

(25)Junson is a company incorporated and existing under the laws of the British Virgin Islands and controlled by Mr. Kui Cai. The business address and telephone number of Junson is Units 5211-12, 52/F, The Center, 99 Queen’s Road Central, Hong Kong, +852 2851 3663. The principal business of Junson is investment management.

 

(d)During the last five years, none of the Reporting Persons or, to the best of such Reporting Person’s knowledge, any of its directors or executive officers, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)During the last five years, none of the Reporting Persons or, to the best of such Reporting Person’s knowledge, any of its directors or executive officers, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

All information contained in this Item 2 concerning each Reporting Person has been supplied by such Reporting Person, and no Reporting Person has provided any disclosure with respect to any other Reporting Person.

 

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

 

Item 3 of the Original Schedule 13D is hereby amended and supplemented by the following:

 

The description of the Merger Agreement (as defined below), the Debt Commitment Letter (as defined below), the Equity Commitment Letters (as defined below), the Limited Guarantees (as defined below), the Support Agreement (as defined below), the Interim Investors Agreement (as defined below), the Management Rollover Agreement (as defined below) and the Rollover Agreement (as defined below) are incorporated by reference in this Item 3.

 

ITEM 4. PURPOSE OF THE TRANSACTION

 

Item 4 of the Original Schedule 13D is hereby amended and supplemented by the following:

 

Merger Agreement

 

On August 4, 2021, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Unicorn II Holdings Limited (“HoldCo”), Unicorn II Parent Limited (“Parent”), a wholly owned subsidiary of HoldCo, and Unicorn II Merger Sub Limited (“Merger Sub”), a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, and subject to the terms and conditions thereof, Merger Sub will merge with and into the Issuer (the “Merger”), with the Issuer being the surviving company (the “Surviving Company”) and an indirect wholly-owned subsidiary of HoldCo.

 

34

 

 

Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each ordinary share of the Issuer (each, a “Share”) issued and outstanding immediately prior to the Effective Time will be cancelled and cease to exist in exchange for the right to receive US$12.00 in cash per Share without interest, and each warrant of the Issuer (each, a “Warrant”) issued and outstanding immediately prior to the Effective Time will be cancelled and cease to exist in exchange for the right to receive US$2.70 in cash per Warrant without interest, except for (a) Shares held by HoldCo, Parent, Merger Sub, the Issuer or any of their respective subsidiaries, which will be cancelled and cease to exist without payment of any consideration or distribution from the Issuer therefor, (b) certain Shares and/or Warrants held by NFPH, Carnival, Max Rising, Ms. Roberta Lipson, Mr. Ying Zeng, Vivo LLC, Nan Fung, Shimao, Aspex Parties, Hysan, LY, SHH, ADS, Yunqi, York, Smart Will, Fosun Industrial, Star Advantage, Golden Majestic, Apex Strategic, Junson or their respective affiliates (each, a “Supporting Securityholder”), the Management Rollover Securityholders and the Other Rollover Securityholders (each as defined below), which will be cancelled and cease to exist without payment of any consideration or distribution from the Issuer therefor and (c) Shares held by shareholders who have validly exercised and not effectively withdrawn or lost their rights to dissent from the Merger pursuant to the laws of the Cayman Islands, which will be cancelled and cease to exist at the Effective Time and such shareholders will be entitled to receive only the payment of the fair value of such dissenting Shares held by them determined in accordance with the laws of the Cayman Islands. In addition, each Warrant for which the holder thereof has timely provided consent to a certain warrant amendment as provided under the Merger Agreement (the “Warrant Amendment”) and has not revoked such consent prior to the deadline established by the Issuer for the warrantholders to submit consents will be entitled to a consent fee of US$0.30 in cash per Warrant without interest, except for Warrants held by NFPH.

 

Pursuant to the Merger Agreement, at the Effective Time, (i) each option to purchase Shares (the “Company Option”), whether vested or unvested, that is outstanding immediately prior to the Effective Time will be cancelled in exchange for the right to receive, in accordance with an equity incentive plan to be established by HoldCo (the “HoldCo Share Plan”), an option to purchase the same number of ordinary shares of HoldCo (the “HoldCo Shares”) as the total number of Shares subject to such Company Option immediately prior to the Effective Time, at a per share exercise price equal to the applicable exercise price per Share underlying such Company Option and subject to substantially the same terms and conditions (including as to vesting) as applicable to such Company Option in effect immediately prior to the Effective Time; and (ii) each restricted share unit of the Issuer (the “Company RSU Award”), whether vested or unvested, that is outstanding immediately prior to the Effective Time will be cancelled in exchange for the right to receive, in accordance with the HoldCo Share Plan, one restricted stock unit to acquire the same number of HoldCo Shares as the total number of Shares subject to such Company RSU Award immediately prior to the Effective Time, subject to substantially the same terms and conditions (including as to vesting) as applicable to such Company RSU Award in effect immediately prior to the Effective Time.

 

The Merger, which is currently expected to close during the fourth quarter of 2021, is subject to customary closing conditions, including, among others, (i) that the Merger Agreement shall be authorized and approved by an affirmative vote of shareholders representing at least two-thirds of the Shares present and voting in person or by proxy at an extraordinary general meeting of the Issuer’s shareholders; (ii) that the Warrantholder Consent (as defined in the Merger Agreement) shall be obtained and the Warrant Amendment shall be entered into in accordance with the Merger Agreement and shall take effect no later than the Effective Time and (iii) that the aggregate amount of dissenting Shares shall be no more than 10% of the total outstanding Shares immediately prior to the Effective Time. If completed, the Merger will result in the Issuer becoming a privately-held company and its Shares will no longer be listed on the New York Stock Exchange.

 

Limited Guarantees and Equity Commitment Letters

 

Concurrently with the execution of the Merger Agreement, each of the persons named under column (A) below entered into a limited guarantee (collectively, the “Limited Guarantees”) in favor of the Issuer whereby such person(s) agreed to irrevocably and unconditionally guarantee their respective portion (as set forth opposite such person(s)’s name(s) under column (B)) of HoldCo’s obligation to pay the Issuer the HoldCo Termination Fee (as defined in the Merger Agreement) and certain costs and expenses, if and as required pursuant to the terms of the Merger Agreement, up to an aggregate amount equal to their respective portion of $64,260,000, as well as an equity commitment letter (collectively, the “Equity Commitment Letters”) with such person(s) confirming its commitment to contribute to HoldCo cash in the amount set forth opposite such person(s)’s name(s) under column (C) (subject to certain adjustments as set forth in its Equity Commitment Letter) in exchange for Holdco Shares for the purpose of funding the Merger consideration and fees and expenses incurred by HoldCo in connection with the transactions contemplated by the Merger Agreement.

 

35

 

 

(A)

Name

(B)

LG Percentage

(C)

Equity Commitment
Amount

WSCP VIII Emp Onshore Investments, L.P., WSCP VIII Emp Offshore Investments, L.P., West Street Capital Partners VIII, L.P., West Street Capital Partners VIII - Parallel, L.P., WSCP VIII Offshore Investments, SLP, Goldman Sachs Asia Strategic II Pte. Ltd. and West Street Private Markets 2021, L.P. (collectively, “Goldman Sachs”) 19.11% US$150,000,000
Warburg Pincus (Callisto) Global Growth (Cayman), L.P., Warburg Pincus (Europa) Global Growth (Cayman), L.P., Warburg Pincus Global Growth-B (Cayman), L.P., Warburg Pincus Global Growth-E (Cayman), L.P., Warburg Pincus Global Growth Partners (Cayman), L.P., WP Global Growth Partners (Cayman), L.P., Warburg Pincus China-Southeast Asia II (Cayman), L.P., Warburg Pincus China-Southeast Asia II-E (Cayman), L.P., WP China-Southeast Asia II Partners (Cayman), L.P. and Warburg Pincus China-Southeast Asia II Partners, L.P. 19.11% US$150,000,000
Unicorn Holding Partners LP 34.39% US$270,000,000
Proprium Real Estate Special Situations Fund, LP 5.10% US$40,000,000
Yi Fang Da Sirius Inv. Limited 6.37% US$50,000,000
Gaorong Partners Fund V, L.P. and Gaorong Partners Fund V-A, L.P. 3.82% US$30,000,000
Pleiad Asia Master Fund and Pleiad Asia Equity Master Fund 3.82% US$30,000,000
Aspex Master Fund 3.18% US$25,000,000
Yunqi China Special Investment A 1.27% US$10,000,000
NewQuest Asia Fund IV (Singapore) Pte. Ltd. 3.82% US$30,000,000

 

Debt Commitment Letters

 

In connection with the Merger, Merger Sub entered into a debt commitment letter (the “CMB Debt Commitment Letter”) issued by China Merchant Bank Shanghai Branch (“CMB”) on June 25, 2021. Under the terms and subject to the conditions of CMB Debt Commitment Letter, CMB has committed to make available to Merger Sub a senior term loan facility in an aggregate commitment amount equal to the RMB equivalent of US$500,000,000.

 

36

 

 

In connection with the Merger, Merger Sub also entered into a debt commitment letter (the “SPDB Debt Commitment Letter” and, together with the CMB Debt Commitment Letter, the “Debt Commitment Letters”) issued by Shanghai Pudong Development Bank Co., Ltd. Putuo Sub-Branch (“SPDB”) on July 28, 2021. Under the terms and subject to the conditions of SPDB Debt Commitment Letter, SPDB has committed to make available to the Merger Sub a senior term loan facility in an aggregate commitment amount equal to the RMB equivalent of US$500,000,000.

 

The proceeds of the debt financing to be incurred pursuant to the Debt Commitment Letters are expected to be used to partially finance, amongst others, the consideration payable for the Merger and repayment of the existing facility of the Issuer.

 

Merger Sub only expects to borrow up to an aggregate of RMB equivalent of US$500,000,000 of senior secured term loans to finance, amongst others, the Merger. As such, Merger Sub expects to enter into a separate senior loan commitment letter or other agreements after the date hereof with CMB and/or SPDB reflecting this arrangement.

 

Support Agreement

 

Concurrently with the execution of the Merger Agreement, Holdco and each Supporting Securityholder entered into a support agreement dated August 4, 2021 (the “Support Agreement”). Pursuant to the Support Agreement, each Supporting Securityholder agreed (a) to vote in favor of the approval, adoption and authorization of the Merger Agreement and the approval of the Merger and any other transactions contemplated by the Merger Agreement, (b) to vote in favor of the approval and adoption of the Warrant Amendment and the approval of the transactions contemplated thereby, and (c) the Rollover Shares (as defined in the Support Agreement) and the Rollover Warrants (as defined in the Support Agreement) will be cancelled at the closing of the Merger in consideration for HoldCo Shares to be subscribed for by such Supporting Securityholder or their affiliates.

 

Interim Investors Agreement

 

In connection with the Merger, HoldCo, Parent, Merger Sub, NFPH, each Supporting Securityholder, HMJ Holdings II Limited (“HMJ II”), HMJ Holdings III Limited (“HMJ III”) and additional Investors (as defined in the Interim Investors Agreement) who or whose affiliates delivered one or more Equity Commitment Letters entered into an interim investors agreement (the “Interim Investors Agreement”) in order to establish certain terms and conditions that will govern the actions of HoldCo, Parent and Merger Sub and the relationship among the Investors with respect to the Merger Agreement, the Equity Commitment Letters, the Limited Guarantees and the Support Agreement, and the transactions contemplated thereby.

 

Management Rollover Agreement

 

In connection with the Merger, HoldCo, HMJ II and 43 shareholders of the Issuer who are current or former employees of the Issuer and, to the best knowledge of the Issuer, who collectively hold 953,102 Shares as of such time (the “Management Rollover Securityholders”) entered into a management rollover agreement dated October 5, 2021 (the “Management Rollover Agreement”). Pursuant to the Management Rollover Agreement, each Management Rollover Securityholder agreed, among other things, that their Rollover Shares (as defined in the Management Rollover Agreement) will be cancelled at the closing of the Merger in consideration for HoldCo shares to be subscribed for by HMJ II.

 

Rollover Agreement

 

In connection with the Merger, HoldCo and HMJ III and 13 shareholders of the Issuer, to the best knowledge of the Issuer, who collectively hold 5,363,900 Shares as of such time (the “Other Rollover Securityholders”) entered into a rollover agreement dated October 5, 2021 (the “Rollover Agreement”). Pursuant to the Rollover Agreement, each Other Rollover Securityholder agreed, among other things, that their Rollover Shares (as defined in the Rollover Agreement) will be cancelled at the closing of the Merger in consideration for HoldCo shares to be subscribed for by HMJ III.

 

37

 

 

 

The foregoing descriptions of the Merger Agreement, the Debt Commitment Letters, the Equity Commitment Letters, the Limited Guarantees, the Support Agreement, the Interim Investors Agreement, the Management Rollover Agreement and the Rollover Agreement (each a “Merger Document”, and collectively, the “Merger Documents”) do not purport to be complete and are qualified in their entirety by reference to the full text of each such Merger Document, and each of the Merger Agreement, the Debt Commitment Letters, the Support Agreement, the Interim Investors Agreement, the form of the Equity Commitment Letter and the Limited Guarantee, the Management Rollover Agreement and the Rollover Agreement is filed as an exhibit to this Schedule 13D and is incorporated herein by reference.

 

General

 

The Reporting Persons acquired the securities described in this Schedule 13D for investment purposes and intend to review their investments in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons’ review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; price levels of the Issuer’s securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.

 

Subject to the terms of the Merger Documents, the Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In connection with the Merger, the Reporting Persons may engage in discussions with management, the Board of Directors, and securityholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, including the Merger, changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer’s business or corporate structure, including changes in management or the composition of the board of directors of the Issuer. There can be no assurance, however, that any proposed transaction would receive the requisite approvals from the respective governing bodies and shareholders, as applicable, or that any such transaction would be successfully implemented.

 

Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)—(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.

 

ITEM 5. INTEREST OF SECURITIES OF THE ISSUER.

 

(a) and (b) The information contained on the cover pages to this Amendment No. 3 is incorporated herein by reference.

 

Group Interest

 

As a result of each Reporting Person’s actions in respect of the Merger, each Reporting Person may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Exchange Act comprising NFPH, Carnival, Mr. Kam Chung Leung, Ms. Roberta Lipson, Max Rising, Mr. Carl Wu, Mr. Ying Zeng, Vivo LLC, Nan Fung, Shimao, Aspex, Hysan, LY, SHH, ADS, Yunqi, York, Smart Will, Fosun, Star Advantage, Golden Majestic, Apex Strategic and Junson. As a result, the group may be deemed to have acquired beneficial ownership of all the Ordinary Shares beneficially owned by each member of the “group”. As such, the group may be deemed to beneficially own in the aggregate 101,905,712 (excluding, to the best knowledge of the Issuer, the 953,102 Ordinary Shares held by the Management Rollover Securityholders and the 5,363,900 Ordinary Shares held by the Other Rollover Securityholders) Ordinary Shares, which represents approximately 67.7% of the total outstanding Ordinary Shares (assuming all of the warrants as to which the group may be deemed the beneficial owner have been exercised). The above Ordinary Shares do not include any Ordinary Shares which may be beneficially owned by any of the other parties to the Merger Documents not listed above. The Reporting Persons have been notified that Goldman Sachs and/or its affiliates may beneficially own certain Ordinary Shares and intend to file separate beneficial ownership reports with the SEC related thereto. Any such Ordinary Shares are not subject to the Support Agreement or any other Merger Document. Neither the filing of this Schedule 13D nor any of its contents, however, shall be deemed to constitute an admission by the Reporting Persons that any of them is the beneficial owner of any of the Ordinary Shares beneficially owned in the aggregate by other members of the “group” and their respective affiliates for purposes of Section 13(d) of the Act or for any other purpose, and such beneficial ownership is expressly disclaimed.

 

38

 

 

(c) Except as set forth in this Schedule 13D, the Reporting Persons have not engaged in any transaction during the past 60 days involving ordinary shares of the Issuer.

 

(d) None.

 

(e) Not applicable.

 

Item 6.CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

 

Item 6 of the Schedule 13D is amended and supplemented by inserting the following:

 

Item 4 above summarizes certain provisions of the Merger Documents and is incorporated herein by reference. A copy of each of the Merger Documents is attached as an exhibit to this Schedule 13D, and each is incorporated herein by reference.

 

Except as set forth herein, none of the Reporting Persons or Related Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

 

ITEM 7.MATERIAL TO BE FILED AS EXHIBITS

 

Exhibit No.   Description
99.1   Agreement and Plan of Merger, dated August 4, 2021, by and among HoldCo, Parent, Merger Sub, the Issuer (previously filed)
99.2   Form Limited Guarantee, dated August 4, 2021, by certain persons in favor of the Issuer (previously filed)
99.3   Form Equity Commitment Letter, dated August 4, 2021, by certain persons in favor of HoldCo (previously filed)
99.4   Debt Commitment Letter, dated June 25, 2021, by and among Merger Sub and CMB (previously filed)

 

39

 

 

99.5   Debt Commitment Letter, dated July 28, 2021, by and among Merger Sub and SPDB (previously filed)
99.6   Support Agreement, dated August 4, 2021, by and among HoldCo and each Supporting Securityholder (previously filed)
99.7   Interim Investors Agreement, dated August 4, 2021, by and among HoldCo, Parent, Merger Sub, NFPH, each Supporting Securityholder, HMJ II, HMJ III and certain additional Investors as listed therein (previously filed)
99.8   Management Rollover Agreement, dated October 5, 2021, by and among HoldCo, HMJ II and each Management Rollover Securityholder
99.9   Rollover Agreement, dated October 5, 2021, by and among HoldCo, HMJ III and each Other Rollover Securityholder
99.10   Joint Filing Agreement by and among the Reporting Persons

 

40

 

 

SIGNATURES

 

After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated:   October 5, 2021
 
NEW FRONTIER PUBLIC HOLDING LTD.
     

/s/ Carl Wu

 
Name: Carl Wu  
Title:   Director  

 

[Signature Page to Schedule 13D]

 

 

 

After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated:   October 5, 2021  
   
STRATEGIC HEALTHCARE HOLDING LTD.  

 

/s/ Carl Wu  
Name: Carl Wu  
Title: Director  

 

[Signature Page to Schedule 13D]

 

 

 

After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated:   October 5, 2021  
   
CARNIVAL INVESTMENTS LIMITED  

 

/s/ Kam Chung Leung  
Name: Kam Chung Leung  
Title:   Director  

 

[Signature Page to Schedule 13D]

 

 

 

After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated:   October 5, 2021  
   
Mr. Kam Chung Leung  

 

/s/ Kam Chung Leung  
Name: Kam Chung Leung  

 

[Signature Page to Schedule 13D]

 

 

 

After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated:   October 5, 2021  
   
Ms. Roberta Lipson  

 

/s/ Roberta Lipson  
Name: Roberta Lipson  

 

[Signature Page to Schedule 13D]

 

 

 

After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated:   October 5, 2021  
   
MAX RISING INTERNATIONAL LIMITED  

 

/s/ Carl Wu  
Name: Carl Wu  
Title:   Authorized Signatory  

 

[Signature Page to Schedule 13D]

 

 

 

After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated:   October 5, 2021  
   
Mr. Carl Wu  

 

/s/ Carl Wu  
Name: Carl Wu  

 

[Signature Page to Schedule 13D]

 

 

 

After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated:   October 5, 2021  
   
Mr. Ying Zeng  

 

/s/ Ying Zeng  
Name: Ying Zeng  

 

[Signature Page to Schedule 13D]

 

 

 

After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated:   October 5, 2021  
   
VIVO CAPITAL IX (CAYMAN), LLC  

 

/s/ Frank Kung  
Name: Frank Kung  
Title:   Managing Member  

 

[Signature Page to Schedule 13D]

 

 

 

After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated:   October 5, 2021  
   
NF SPAC HOLDING LIMITED  

 

/s/ Tang Chun Wai Nelson  
Name: Tang Chun Wai Nelson  
Title:   Director  

 

[Signature Page to Schedule 13D]

 

 

 

After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated:   October 5, 2021  
   
SUN HING ASSOCIATES LIMITED  

 

/s/ Tang Chun Wai Nelson  
Name: Tang Chun Wai Nelson  
Title:   Director  

 

[Signature Page to Schedule 13D]

 

 

 

After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated:   October 5, 2021  
   
NAN FUNG GROUP HOLDINGS LIMITED  

 

/s/ Tang Chun Wai Nelson  
Name: Tang Chun Wai Nelson  
Title:   Director  

 

[Signature Page to Schedule 13D]

 

 

 

After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated:   October 5, 2021  
   
BRAVE PEAK LIMITED  

 

/s/ Hui Mei Mei, Carol  
Name: Hui Mei Mei, Carol  
Title:   Director  

 

[Signature Page to Schedule 13D]

 

 

 

After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated:   October 5, 2021  
   
ASPEX MASTER FUND  

 

/s/ Li Ho Kei  
Name: Li Ho Kei  
Title:   Director  

 

[Signature Page to Schedule 13D]

 

 

 

After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated:   October 5, 2021  

 

ASPEX MANAGEMENT (HK) LIMITED  
   
/s/ Li Ho Kei  
Name: Li Ho Kei  
Title:   Director  
   
   

 

 

 

After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated:   October 5, 2021  
   
LI Ho Kei  

 

/s/ Li Ho Kei  
Name: Li Ho Kei  

 

[Signature Page to Schedule 13D]

 

 

 

After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated:   October 5, 2021  
   
SMART SCENE INVESTMENT LIMITED  

 

/s/ Lui Kon Wai  
Name: Lui Kon Wai  
Title:   Director  

 

[Signature Page to Schedule 13D]

 

 

 

After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated:   October 5, 2021  
   
LY HOLDING CO., LIMITED  

 

/s/ Ng Ka Lam  
Name: NG Ka Lam  
Title:   Director  

 

[Signature Page to Schedule 13D]

 

 

 

After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated:   October 5, 2021  
   
ADVANCE DATA SERVICES LIMITED  

 

/s/ Ma Huateng  
Name: Ma Huateng  
Title: Director  

 

[Signature Page to Schedule 13D]

 

 

 

After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated:   October 5, 2021  
   
YUNQI CHINA SPECIAL INVESTMENT A  

 

/s/ Wang Christopher Min Fang  
Name: Wang Christopher Min Fang  
Title: Director    

 

[Signature Page to Schedule 13D]

 

 

 

After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated:   October 5, 2021  
   
YORK ASIAN OPPORTUNITIES INVESTMENTS MASTER FUND, L.P.  

 

/s/ Kevin Carr  
Name: Kevin Carr  
Title: Chief Operating Officer  

 

[Signature Page to Schedule 13D]

 

 

 

After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated:   October 5, 2021  
   
SMART WILL INVESTMENTS LIMITED  

 

/s/ Chan Wai Kan  
Name: Chan Wai Kan  
Title: Director  

 

[Signature Page to Schedule 13D]

 

 

 

After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated:   October 5, 2021  
   
FOSUN INDUSTRIAL CO., LIMITED  

 

/s/ Xiaohui Guan  
Name: Xiaohui Guan  
Title: Director  

 

SHANGHAI FOSUN PHARMACEUTICAL (GROUP) CO., LTD.  

 

/s/ Yifang Wu  
Name: Yifang Wu  
Title: Executive Director,  
Chairman and Chief  
 Executive Officer  

 

[Signature Page to Schedule 13D]

 

 

 

After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated:   October 5, 2021  
   
STAR ADVANTAGE GLOBAL LIMITED  

 

/s/ Han Min  
Name: Han Min  
Title: Director  

 

[Signature Page to Schedule 13D]

 

 

 

After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated:   October 5, 2021  
   
GOLDEN MAJESTIC INVESTMENTS LIMITED  

 

/s/ Luo Xiaohong  
Name: Luo Xiaohong  
Title: Director  

 

[Signature Page to Schedule 13D]

 

 

 

After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated:   October 5, 2021  
   
APEX STRATEGIC VENTURES LIMITED  

 

/s/ Jin Yuanying  
Name: Jin Yuanying  
Title: Authorised Signer  

 

[Signature Page to Schedule 13D]

 

 

 

After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated:   October 5, 2021  
   
JUNSON DEVELOPMENT INTERNATIONAL LIMITED  

 

/s/ Kui Cai  
Name: Kui Cai  
Title: Director  

 

[Signature Page to Schedule 13D]

 

 


 

Exhibit 99.8

 

MANAGEMENT ROLLOVER AGREEMENT

 

This MANAGEMENT ROLLOVER AGREEMENT (this “Agreement”) is made and entered into as of October 5, 2021 by and among Unicorn II Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“HoldCo”), HMJ Holdings II Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Management Vehicle”), and certain shareholders of New Frontier Health Corporation, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

 

WHEREAS, on August 4, 2021, HoldCo, Unicorn II Parent Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of HoldCo (“Parent”), Unicorn II Merger Sub Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), and the Company executed an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger”) with the Company surviving the Merger and becoming a wholly owned Subsidiary of Parent;

 

WHEREAS, as of the date of this Agreement, each Shareholder is the Beneficial Owner (as defined below) of the Rollover Shares (as defined below) set forth opposite such Shareholder’s name on Schedule A and under the line item entitled “Rollover Shares” on the signature page of such Shareholder hereto; and

 

WHEREAS, as a condition and inducement to the willingness of the Shareholders solely in their capacity as Beneficial Owners of the Rollover Shares to enter into this Agreement, HoldCo has agreed, upon the terms and subject to the conditions set forth herein, to enter into this Agreement and abide by its covenants and obligations set forth herein.

 

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

 

ARTICLE I
DEFINITIONS AND INTERPRETATIONS

 

Section 1.1            Defined Terms. The following terms, as used in this Agreement, shall have the meanings set forth below.

 

(a)            Affiliates” of a specified person means a person who, directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified person. For the avoidance of doubt, an “Affiliate” of the Buyer Consortium shall include a person jointly Controlled, whether directly or indirectly through one or more intermediaries, by the Buyer Consortium as a whole.

 

(b)            Arbitrator” has the meaning ascribed to it in Section 5.2(b).

 

 

 

 

(c)            Bankruptcy and Equity Exception” has the meaning ascribed to it in Section 3.1(a).

 

(d)            Beneficial Ownership” by a person of any security includes ownership by any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise (whether or not in writing), has or shares: (i) voting power which includes the power to vote, or to direct the voting of, such security; and/or (ii) investment power which includes the power to dispose, or to direct the disposition, of such security; and shall otherwise be interpreted in accordance with the term “beneficial ownership” as defined in Rule 13d-3 under the Exchange Act; provided that, without duplicative counting of the same securities by the same holder, securities Beneficially Owned by a person will include securities Beneficially Owned by any Affiliates of such person which are Controlled by such person, but no Beneficial Ownership of securities shall be attributed to securities Beneficially Owned by any other person(s) solely by virtue of the fact that such first person may be deemed to constitute a “group” within the meaning of Section 13(d) of the Exchange Act with such other person(s). The terms “Beneficially Owned” and “Beneficial Owner” shall have correlative meanings.

 

(e)            Buyer Consortium” means, collectively, the parties to the Consortium Agreement.

 

(f)            Consortium Agreement” means that Consortium Agreement, dated February 9, 2021, by and among the Sponsor and certain other parties thereto (as may be amended, supplemented or otherwise modified from time to time).

 

(g)            Control” (including the terms “Controlled by” and “under common Control with”) means the possession, directly or indirectly, or as trustee or executor, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities or the possession of voting power, as trustee or executor, by contract or otherwise.

 

(h)            Exchange Act” means the Securities Exchange Act of 1934, as amended.

 

(i)            HKIAC” has the meaning ascribed to it in Section 5.2(b).

 

(j)            HoldCo Shares” means the ordinary shares of HoldCo with a par value of US$0.0001 per share.

 

(k)            Interim Investors Agreement” means that Interim Investors Agreement, dated on August 4, 2021, by and among HoldCo, the Sponsor and certain other parties thereto (as may be amended, supplemented or otherwise modified from time to time).

 

(l)             Ordinary Shares” means the ordinary shares of the Company that are designated as “Ordinary Shares” with a par value of US$0.0001 per share.

 

(m)           person” means individual, partnership, corporation, association, joint stock company, trust, joint venture, limited liability company, organization, entity or Governmental Entity.

 

2

 

 

(n)            Representatives” means, with respect to any party, such party’s officers, directors, employees, shareholders, general partners, limited partners, accountants, consultants, financial and legal advisors, agents and other representatives.

 

(o)            Rollover Closing” has the meaning ascribed to it in Section 2.3.

 

(p)            Rollover Consideration” means, with respect to a Shareholder, the number of HoldCo Shares set forth in the column entitled “Rollover Consideration” opposite such Shareholder’s name on Schedule A and under the line item entitled “Rollover Consideration” on the signature page of such Shareholder hereto (as may be adjusted from time to time by the Sponsor in accordance with Section 4.5).

 

(q)            Rollover Shares” means, with respect to a Shareholder, the portion of the Ordinary Shares Beneficially Owned by such Shareholder as of immediately prior to the Effective Time that are to be cancelled pursuant to the terms and conditions of this Agreement and the Merger Agreement, the number of which is set forth in the column entitled “Rollover Shares” opposite such Shareholder’s name on Schedule A and under the line item entitled “Rollover Shares” on the signature page of such Shareholder hereto (as may be adjusted from time to time by the Sponsor in accordance with Section 4.5).

 

(r)             Rules” has the meaning ascribed to it in Section 5.2(b).

 

(s)            SEC” means the United States Securities and Exchange Commission.

 

(t)             Sponsor” means New Frontier Public Holding Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands.

 

(u)            Transfer” means, directly or indirectly, to sell, transfer, offer, exchange, assign, pledge, encumber, hypothecate or otherwise dispose of (by merger, by tendering into any tender or exchange offer, by testamentary disposition, by operation of Law or otherwise), either voluntarily or involuntarily, or to enter into any contract, option or other agreement with respect to any sale, transfer, offer, exchange, assignment, pledge, encumbrance, hypothecation or other disposition.

 

Section 1.2             Interpretation. Unless the express context otherwise requires:

 

(a)            The words “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article, section, paragraph, exhibit and schedule references are to the articles, sections, paragraphs, exhibits and schedules of this Agreement unless otherwise specified. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” All terms defined in this Agreement shall have the defined meanings contained herein when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time, amended, qualified or supplemented, including (in the case of agreements and instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and all attachments thereto and instruments incorporated therein. References to a person are also to its permitted successors and assigns.

 

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(b)            The captions, headings and arrangements used in this Agreement are for convenience only and do not in any way affect, limit, amplify or modify the terms and provisions hereof.

 

(c)            With regard to all dates and time periods set forth or referred to in this Agreement, time is of the essence.

 

ARTICLE II
ROLLOVER SHARES

 

Section 2.1            Cancellation of Rollover Shares. Subject to the terms and conditions set forth herein, each Shareholder agrees and undertakes to each of HoldCo and the Management Vehicle that its Rollover Shares shall be cancelled at the Effective Time for no consideration from the Company. Each Shareholder shall take all actions necessary (including such action as may be required by HoldCo or the Management Vehicle) to cause its Rollover Shares to be treated as set forth herein.

 

Section 2.2            Subscription of Rollover Consideration. At or immediately prior to the Closing, in consideration for the cancellation of the Rollover Shares held by a Shareholder in accordance with Section 2.1 and without prejudice to any additional HoldCo Shares that such Shareholder may receive in respect of any cash contributions, HoldCo shall issue or cause to be issued to the Management Vehicle (or such other entity mutually acceptable to Holdco and such Shareholder), and the Management Vehicle shall, and such Shareholder shall cause the Management Vehicle (or such other entity mutually acceptable to Holdco and such Shareholder) to subscribe for, such Shareholder’s Rollover Consideration. Each Shareholder hereby acknowledges and agrees that (i) delivery of such Rollover Consideration shall constitute complete satisfaction of all obligations towards or sums due to such Shareholder by HoldCo and its Affiliates in respect of the Rollover Shares held by such Shareholder and cancelled at the Effective Time as contemplated by Section 2.1 above, and (ii) such Shareholder shall have no right to any consideration as provided in the Merger Agreement in respect of the Rollover Shares held by such Shareholder.

 

Section 2.3            Rollover Closing. Subject to the satisfaction in full (or waiver, if permissible) of all of the conditions set forth in the Merger Agreement (other than conditions that by their nature are to be satisfied or waived, as applicable, at the Closing), the closing of the subscription by and issuance to the Management Vehicle (or such other entity mutually acceptable to Holdco and such Shareholder) of the Rollover Consideration contemplated hereby shall take place at or immediately prior to the Closing or at such other time as agreed by the Management Vehicle and HoldCo (the “Rollover Closing”). For the avoidance of doubt, the cancellation of Rollover Shares shall only take place at the Effective Time in accordance with Section 2.1, notwithstanding the fact that the Rollover Closing may take place prior to the Effective Time.

 

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Section 2.4            Deposit of Rollover Shares. No later than three (3) Business Days prior to the Rollover Closing, each Shareholder and any Representative of such Shareholder holding certificates evidencing any Rollover Shares shall deliver or cause to be delivered to HoldCo all certificates representing such Rollover Shares in such person’s possession, for disposition in accordance with the terms of this Agreement; such certificates and documents shall be held by HoldCo or any agent authorized by HoldCo until the Rollover Closing. To the extent that any Rollover Shares of a Shareholder are held in street name, such Shareholder shall execute such instruments and take such other actions, in each case, as are reasonably requested by HoldCo to reflect or give effect to the cancellation of such Rollover Shares in accordance with this Agreement and the Merger Agreement.

 

Section 2.5            Tax Treatment. Solely for U.S. federal income tax purposes, the parties hereto agree to treat the cancellation of the Rollover Shares pursuant to Section 2.1 and the issuances of Holdco Shares pursuant to Section 2.2 as contributions that are governed by Sections 351 or 721 of the Code, as applicable. Solely for U.S. federal income tax purposes, the parties hereto shall not take any action inconsistent therewith unless otherwise required pursuant to a final “determination” as defined in Section 1313 of the Code.

 

ARTICLE III
REPRESENTATIONS AND WARRANTIES

 

Section 3.1            Representations and Warranties of the Shareholders. Each Shareholder represents and warrants to HoldCo, severally and not jointly, and solely as to itself and its Rollover Shares, as of the date of this Agreement and as of the Rollover Closing:

 

(a)            Capacity; Authorization; Validity of Agreement; Necessary Action. Such Shareholder has the legal capacity and all requisite power and authority to execute and deliver this Agreement and perform such Shareholder’s obligations hereunder and to consummate the transactions contemplated by this Agreement (excluding, for the avoidance of doubt, any obligations and transactions under or contemplated by the Merger Agreement that are not set forth in this Agreement). This Agreement has been duly authorized (if applicable), executed and delivered by such Shareholder and, assuming this Agreement constitutes a valid and binding obligation of HoldCo, constitutes a legal, valid and binding agreement of such Shareholder enforceable against such Shareholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (regardless of whether considered in a proceeding in equity or at law) (the “Bankruptcy and Equity Exception”).

 

(b)            Ownership. Such Shareholder is the Beneficial Owner of and has good and valid title to the Rollover Shares set forth opposite such Shareholder’s name in Schedule A and under the line item entitled “Rollover Shares” on the signature page of such Shareholder hereto, free and clear of any Liens, other than any Liens arising under the memorandum or articles of association of the Company and transfer restrictions imposed by generally applicable securities Laws. Except publicly disclosed in filings made by such Shareholder with the SEC as of the date hereof, such Shareholder is and will be the sole record holder and Beneficial Owner of its Rollover Shares and has (i) the sole voting power, (ii) the sole power of disposition and (iii) the sole power to agree to all of the matters set forth in this Agreement with respect to its Rollover Shares.

 

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(c)            Non-Contravention; No Conflicts. Except as would not, individually or in the aggregate, be expected to be adverse to the ability of such Shareholder to timely perform any of its obligations hereunder in any material respect, (i) other than compliance with its obligations under Section 13(d) or any other applicable requirements under the Exchange Act or under the applicable rules or regulations of the listing authorities or stock exchange(s) where the shares of such Shareholder or any of its Affiliates is listed or traded, no filing or notice by such Shareholder with or to any Governmental Entity, and no authorization, consent, permit or approval from any Governmental Entity or any other person is necessary for the execution and delivery of this Agreement by such Shareholder or the performance by such Shareholder of such Shareholder’s obligations herein, (ii) the execution and delivery of this Agreement by such Shareholder do not, and the performance by such Shareholder of such Shareholder’s obligations under this Agreement and the consummation by such Shareholder of the transactions contemplated by this Agreement (excluding, for the avoidance of doubt, any obligations and transactions under or contemplated by the Merger Agreement that are not set forth in this Agreement), will not (1) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation or loss of any material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon such Shareholder’s assets or properties under, any provision of (A) any contract, agreement or other instrument to which the Shareholder is party or by which any of such Shareholder’s assets or properties is bound, or (B) any judgment, order, injunction, decree or Law applicable to such Shareholder or such Shareholder’s assets or properties or (2) other than compliance with its obligations under Section 13(d) or any other applicable requirements under the Exchange Act, require any consent of, registration, declaration or filing with, notice to or permit from any Governmental Entity.

 

(d)            No Inconsistent Agreements. Such Shareholder has not taken any action that would constitute a breach hereof, make any representation or warranty of such Shareholder set forth in this ARTICLE III untrue or incorrect in any material respect or have the effect of preventing or disabling such Shareholder from performing in any material respect any of its obligations under this Agreement. Such Shareholder understands and acknowledges that HoldCo and its Affiliates have expended, and are continuing to expend, time and resources in connection with the Merger in reliance upon such Shareholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Shareholder contained herein.

 

(e)            No Finder’s Fees. No broker, investment banker, financial advisor, finder, agent or other person is entitled to any broker’s, finder’s, financial adviser’s or other similar fee or commission in connection with this Agreement based upon arrangements made by or on behalf of the Shareholder in his or her capacity as such.

 

(f)            No Action. There are no proceedings, claims, actions, suits or governmental or regulatory investigations pending or, to the knowledge of such Shareholder, threatened against such Shareholder that could impair the ability of such Shareholder to timely perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.

 

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(g)            Opportunity of Inquiry. Such Shareholder has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, Representatives of HoldCo and its Affiliates concerning the terms and conditions of the transactions contemplated hereby and the merits and risks of owning HoldCo Shares and such Shareholder acknowledges that it has been advised to discuss with its own counsel the meaning and legal consequences of such Shareholder’s representations and warranties in this Agreement and the transactions contemplated hereby.

 

Section 3.2            Representations and Warranties of HoldCo. HoldCo represents and warrants to each Shareholder, as of the date of this Agreement and as of the Rollover Closing, except for any representation or warranty that by its terms specifically addresses a matter only as of a particular date or only with respect to a specific period of time, as of such date or with respect to such period:

 

(a)            It is an exempted company duly incorporated, validly existing and in good standing under the Laws of the Cayman Islands. It has all corporate power and authority to execute, deliver and perform this Agreement. The execution and delivery by it of this Agreement, the performance by it of its obligations hereunder and the consummation by it of the transactions contemplated by this Agreement (excluding, for the avoidance of doubt, any obligations and transactions under or contemplated by the Merger Agreement, including the Merger) have been duly and validly authorized by it, and no other actions or proceedings on its part are necessary to authorize the execution and delivery by it of this Agreement, the performance by it of its obligations hereunder or the consummation by it of the transactions contemplated by this Agreement (excluding, for the avoidance of doubt, any obligations and transactions under or contemplated by the Merger Agreement, including the Merger). This Agreement has been duly executed and delivered by it and, assuming this Agreement constitutes a valid and binding obligation of each Shareholder, constitutes a legal, valid and binding agreement of it enforceable against it in accordance with its terms, subject to the Bankruptcy and Equity Exception.

 

(b)            Except as would not, individually or in the aggregate, be expected to be adverse to its ability to timely perform any of its obligations hereunder in any material respect, the execution and delivery of this Agreement by it do not, and the performance by it of its obligations under this Agreement and the consummation by it of the transactions contemplated by this Agreement (excluding, for the avoidance of doubt, any obligations and transactions under or contemplated by the Merger Agreement, including the Merger), will not (a) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation or loss of any material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon its assets or properties under, any provision of (i) any contract, agreement or other instrument to which it is party or by which any of its assets or properties is bound, or (ii) any judgment, order, injunction, decree or Law applicable to it or its assets or properties, or (b) other than compliance with its obligations under Section 13(d) or any other applicable requirements under the Exchange Act, require any consent of, registration, declaration or filing with, notice to or permit from any Governmental Entity or other third person.

 

(c)            The HoldCo Shares to be issued under this Agreement will, as of immediately prior to the Rollover Closing, have been duly and validly authorized and when issued and delivered in accordance with the terms hereof at the Rollover Closing, will be validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions arising under applicable securities Laws or the organizational documents of HoldCo.

 

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(d)            At and immediately after the Rollover Closing, the authorized share capital of HoldCo shall consist of 500,000,000 HoldCo Shares, of which, assuming the due performance by each Shareholder of its obligations under this Agreement, the HoldCo Shares as set forth in Schedule A and the signature page of such Shareholder hereto (as may be adjusted pursuant to the Interim Investors Agreement and to be recalculated based on the actual subscription price of each HoldCo Share) to be issued pursuant to the terms herein, together with the HoldCo Shares to be issued pursuant to the Support Agreement, any Additional Rollover Agreements (as defined under the Interim Investors Agreement) and the Equity Commitment Letters (as may be adjusted pursuant to the Interim Investors Agreement), shall be all of the HoldCo Shares outstanding at and immediately after the Rollover Closing. Except as set forth in the preceding sentence or otherwise agreed to by the Parties in writing and except for the HoldCo Options and HoldCo RSU Awards to be issued pursuant to the Merger Agreement, at and immediately after the Rollover Closing, there shall be (i) no outstanding share capital of or voting or equity interest in HoldCo, (ii) no options, warrants, or other rights to acquire any share capital of or voting or equity interest in HoldCo, (iii) no outstanding securities exchangeable or exercisable for or convertible into share capital of or voting or equity interest in HoldCo, and (iv) no outstanding rights to acquire or obligations to issue any such options, warrants, other rights or securities of HoldCo.

 

(e)            Parent is wholly-owned by HoldCo.

 

(f)            Merger Sub is wholly-owned by Parent.

 

ARTICLE IV
OTHER COVENANTS

 

Section 4.1             Prohibition on Transfer.

 

(a)            Without the prior written consent of HoldCo, each Shareholder covenants and agrees not to Transfer any of its Rollover Shares. Any attempted Transfer of shares or any interest therein, in violation of this Section 4.1 shall be null and void.

 

(b)            With respect to each Shareholder, this Agreement and the obligations hereunder shall attach to the Rollover Shares and shall be binding upon any person to which legal or Beneficial Ownership shall pass, whether by operation of Law or otherwise, including, the Shareholder’s successors or assigns. No Shareholder may request that the Company or the Company’s transfer agent or warrant agent, as applicable, register the Transfer of (book-entry or otherwise) any or all of the Rollover Shares (whether represented by a certificate or uncertificated), unless such Transfer is made in compliance with this Agreement. Notwithstanding any Transfer of Rollover Shares, the transferor shall remain liable for the performance of all of the obligations of the Shareholder under this Agreement.

 

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Section 4.2            Share Dividends, etc. In the event of a reclassification, recapitalization, reorganization, share split (including a reverse share split) or combination, exchange or readjustment of shares, or other similar transaction, or if any share dividend, subdivision or distribution (including any dividend or distribution of securities convertible into or exchangeable for Ordinary Shares) is declared, in each case affecting the Rollover Shares, the term “Rollover Shares” shall be deemed to refer to and include such shares as well as all such share dividends and distributions and any securities of the Company into which or for which any or all of such shares may be changed or exchanged or which are received in such transaction.

 

Section 4.3            No Inconsistent Agreements. Without the prior written consent of HoldCo, no Shareholder shall (a) enter into any contract or other instrument, option or other agreement (except this Agreement) with respect to, or consent to, a Transfer of, any of the Rollover Shares, Beneficial Ownership thereof or any other interest therein, (b) create or permit to exist any Lien that could prevent such Shareholder from complying with the obligations under this Agreement, other than any restrictions imposed by applicable Law on such Rollover Shares, or (c) take any action, directly or indirectly, that would or would reasonably be expected to (i) result in a breach hereof, (ii) make any representation or warranty of the Shareholder set forth in ARTICLE III untrue or incorrect in any material respect or (iii) prevent, impede or, in any material respect, interfere with, delay or adversely affect the performance by such Shareholder of its obligations under, or compliance by such Shareholder with the provisions of, this Agreement.

 

Section 4.4             Public Disclosure. None of the parties hereto shall issue any press release or make any other public statement with respect to the transactions contemplated by this Agreement without the prior written consent of HoldCo (at the direction of the Sponsor), except as such release or statement may be required by Law, a court of competent jurisdiction, a regulatory body or international stock exchange, and then only after (a) the form and terms of such disclosure have been provided to HoldCo for its review and comment, and (b) notice has been provided to HoldCo and HoldCo had a reasonable opportunity to comment thereon, in each case to the extent legally permissible. Notwithstanding the above, each Shareholder agrees to permit the Company and the other Shareholders to publish and disclose in all documents filed by the Company or any such other Shareholder with the SEC in connection with the Transactions, its and its respective Affiliates’ identity and beneficial ownership of its Rollover Shares or other equity securities of the Company and the nature of such Shareholder’s commitments, arrangements and understandings under this Agreement, the Equity Commitment Letters, the Limited Guarantees, the Interim Investors Agreement, the Support Agreement or any other agreement or arrangement to which it (or any of its Affiliates) is a party relating to the Transactions (including a copy thereof), to the extent required by applicable Law or the SEC (or its staff) or by mutual agreement between the Company and HoldCo (at the direction of the Sponsor).

 

Section 4.5            Adjustment of Rollover Shares. Notwithstanding anything herein to the contrary (but subject to the proviso in this Section 4.5), the Sponsor may, at its discretion and from time to time prior to the Closing, adjust the number of Rollover Shares of any Shareholder (and correspondingly make proportional adjustments to the number of Rollover Consideration of such Shareholder as set forth against its name in the column entitled “Rollover Consideration” of Schedule A and under the line item entitled “Rollover Consideration” on the signature page of such Shareholder hereto) by written notice to such Shareholder, whereupon such adjustments shall be deemed final and binding on all parties hereto, provided that the Sponsor may not, pursuant to this Section 4.5, increase the number of Rollover Shares of any Shareholder to be more than the total number of Shares Beneficially Owned by such Shareholder. Each party hereto shall take all actions reasonably requested by the Sponsor (including, to the extent permitted by the Merger Agreement, amending this Agreement) to give full force and effect to such adjustments.

 

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Section 4.6             Waiver of Dissenter Rights. Each Shareholder hereby irrevocably and unconditionally waives, and agrees to cause to be waived and to prevent the exercise of, any dissenters’ rights, rights of appraisal and any similar rights relating to the Merger and any other transactions contemplated by the Merger Agreement that such Shareholder or any other person may have by virtue of, or with respect to, any of the Rollover Shares (including any rights under Section 238 of the CICL).

 

ARTICLE V
MISCELLANEOUS

 

Section 5.1             Termination. As between HoldCo, on the one hand, and a Shareholder or the Management Vehicle, on the other hand, this Agreement and all obligations hereunder (other than as set forth in the following sentence) shall automatically terminate on the earliest to occur of (i) the consummation of the Merger, and (ii) the termination of the Merger Agreement in accordance with its terms. Upon termination of this Agreement, the rights and obligations of HoldCo, on the one hand, and such Shareholder or the Management Vehicle, on the other hand, will terminate and become of no further force or effect without further action by either of them except for the provisions of ARTICLE V, which will survive such termination indefinitely. For the avoidance of doubt, the termination of this Agreement shall not relieve any party of liability for any breach prior to such termination.

 

Section 5.2            Governing Law and Venue.

 

(a)            This Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof that would subject such matter to the Laws of another jurisdiction, except that the following matters arising out of or relating to this Agreement shall be interpreted, construed, performed, enforced and governed by and in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the board of directors of the Company and the internal corporate affairs of the Company.

 

(b)            Subject to the exception for jurisdiction of the courts of the Cayman Islands in Section 5.2(a), any Actions arising out of or in any way relating to this Agreement shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time and as may be amended by this Section 5.2 (the “Rules”). The place of arbitration shall be Hong Kong Special Administrative Region of the People’s Republic of China. The official language of the arbitration shall be English and the tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

 

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(c)            Notwithstanding the foregoing, the parties hereby consent to and agree that in addition to any recourse to arbitration as set out in Section 5.2(b), any party may, to the extent permitted under the rules and procedures of the HKIAC, seek an interim injunction or other form of relief from the HKIAC as provided for in its Rules. Such application shall also be governed by, and construed in accordance with, the Laws of the State of New York.

 

Section 5.3            Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered in person or upon confirmation of receipt (or, in the case of electronic mail, when no error message is generated) when transmitted by facsimile transmission or by electronic mail or on receipt after dispatch by registered or certified mail, postage prepaid, addressed, or on the next Business Day if transmitted by international overnight courier, in each case to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

 

if to HoldCo or the Management Vehicle, to:

 

Unit 3004, Garden Square

No. 968, Beijing West Road, Jing’An

Shanghai, China
Attention: Carl Wu

E-mail: carl@new-frontier.com

 

with a required copy to (which shall not constitute notice):

 

Simpson Thacher & Bartlett LLP
3901 China World Tower

1 Jianguomenwai Avenue

Beijing 100004, China
Attention:
     Yang Wang
E-mail:
           Yang.Wang@stblaw.com

 

if to a Shareholder, at the address set forth on the signature page of such Shareholder hereto.

 

Section 5.4            Amendment. This Agreement may not be amended, modified or supplemented except by an instrument in writing signed by HoldCo and each Shareholder. Notwithstanding anything to the contrary in this Agreement, none of this Section 5.4 and the other provisions with respect to which the Company is made a third-party beneficiary shall be amended or waived without the Company’s prior written consent.

 

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Section 5.5             Extension; Waiver. HoldCo, on the one hand, and a Shareholder, on the other hand, may (a) extend the time for the performance of any of the obligations or other acts of the other party, (b) waive any inaccuracies in the representations and warranties of the other party contained in this Agreement or in any document delivered under this Agreement or (c) waive compliance with any of the covenants or conditions contained in this Agreement. Any agreement on the part of a party to any extension or waiver shall be valid only if specifically set forth in an instrument in writing signed by such party. The failure of any party to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege under this Agreement.

 

Section 5.6            Entire Agreement. This Agreement, together with the Consortium Agreement, the Merger Agreement, the Equity Commitment Letters, the Limited Guarantees, the Interim Investors Agreement, the Support Agreement and other agreements referenced herein, constitutes the sole and entire agreement of each Shareholder or any of its Affiliates, on the one hand, and HoldCo or any of its Affiliates, on the other hand, with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. Notwithstanding the foregoing, in the event of any conflict between the provisions of this Agreement and the provisions of the Consortium Agreement, the provisions of this Agreement shall prevail.

 

Section 5.7            Third-Party Beneficiaries. This Agreement is for the sole benefit of, shall be binding upon, and may be enforced solely by HoldCo and each Shareholder, and nothing in this Agreement, express or implied, is intended to or shall confer upon any person (other than HoldCo and each Shareholder) any legal or equitable right, benefit or remedy of any nature whatsoever, provided that the Sponsor is hereby made a third party beneficiary for the purpose of Section 4.4 and Section 4.5 to the extent to enforce the rights granted to the Sponsor thereunder; provided further, that the Company is an express third-party beneficiary of the obligations of the Shareholders pursuant to ARTICLE II, ARTICLE IV and this ARTICLE V and shall be entitled to specific performance of the terms thereof, including an injunction or injunctions to prevent breaches of this Agreement by the parties thereto, in addition to any other remedy at law or equity.

 

Section 5.8            Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any party or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

 

Section 5.9            Rules of Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any provisions of this Agreement.

 

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Section 5.10          Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by operation of Law (including, but not limited to, by merger or consolidation) or otherwise by any of the parties without the prior written consent of the other parties, provided that HoldCo may assign its rights (but not obligations) in connection with a permitted assignment of the Merger Agreement by HoldCo in accordance with its terms without the prior written consent of the other parties. Any assignment in violation of the preceding sentence shall be void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns.

 

Section 5.11          Specific Performance. The parties hereto agree that the obligations imposed on them in this Agreement are special, unique and of an extraordinary character and irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly each party to this Agreement (a) shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the forum described in Section 5.2, without proof of damages or otherwise, this being in addition to any other remedy at law or in equity, and (b) hereby waives any requirement for the posting of any bond or similar collateral in connection therewith. Each party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that (i) any other party has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity.

 

Section 5.12          Shareholder Capacity. Notwithstanding anything contained in this Agreement to the contrary, each Shareholder is signing this Agreement solely and only in such Shareholder’s capacity as Beneficial Owner of its Rollover Shares and, accordingly, (i) the representations, warranties, covenants and agreements made herein by a Shareholder are made solely with respect to such Shareholder and its Rollover Shares, (ii) nothing herein shall limit or affect any actions taken by such Shareholder in his capacity as a director or officer of the Company (or a Subsidiary of the Company), including participating in his capacity as a director or officer of the Company in any discussions or negotiations with the Buyer Consortium, and (iii) no action taken in good faith by such Shareholder in his capacity as a director or officer of the Company (or a Subsidiary of the Company) shall be deemed to constitute a breach of this Agreement. Nothing contained herein, and no action taken by such Shareholder pursuant hereto, shall be deemed to constitute the parties as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the parties hereto are in any way acting in concert or as a group with respect to the obligations or the transactions contemplated by this Agreement.

 

Section 5.13          No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in HoldCo any direct or indirect ownership or incidence of ownership of or with respect to any Rollover Shares. All rights, ownership and economic benefits of and relating to the Rollover Shares shall remain vested in and belong to the relevant Shareholder, and HoldCo shall have no authority to direct such Shareholder in the voting or disposition of any of the Rollover Shares, in each case, except to the extent expressly provided herein.

 

Section 5.14          Costs and Expenses. Except as provided otherwise in the Interim Investors Agreement, all costs and expenses (including all fees and disbursements of counsel, accountants, investment bankers, experts and consultants to a party) incurred in connection with this Agreement shall be paid by the party incurring such costs and expenses.

 

Section 5.15          Counterparts. This Agreement may be executed and delivered (including by electronic or facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement; provided, however, that if any of the Shareholders fails for any reason to execute, or perform their obligations under, this Agreement, this Agreement shall remain effective as to all parties executing this Agreement.

 

[Remainder of Page Intentionally Left Blank]

 

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IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

 UNICORN II HOLDINGS LIMITED
   
By:/s/ Carl Wu
Name:Carl Wu
Title:Authorized Signatory

 

[Project Unicorn II - Signature Page to Management Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

 HMJ HOLDINGS II LIMITED
   
By:/s/ Carl Wu
Name:Carl Wu
Title:Authorized Signatory

 

[Project Unicorn II - Signature Page to Management Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

By:/s/ Huei Ming Wang
Name:Huei Ming Wang

 

[Project Unicorn II - Signature Page to Management Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

By:/s/ Ao Wang
Name:Ao Wang

 

[Project Unicorn II - Signature Page to Management Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

By:/s/ Chengyu Zhang
Name:Chengyu Zhang

 

[Project Unicorn II - Signature Page to Management Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

By:/s/ Chun Hu
Name:Chun Hu

 

[Project Unicorn II - Signature Page to Management Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

By:/s/ Fei Sun
Name:Fei Sun

 

[Project Unicorn II - Signature Page to Management Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

By:/s/ Fengying He
Name:Fengying He

 

[Project Unicorn II - Signature Page to Management Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

By:/s/ Gang Zhu
Name:Gang Zhu

 

[Project Unicorn II - Signature Page to Management Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

By:/s/ Guangjun Xing
Name:Guangjun Xing

 

[Project Unicorn II - Signature Page to Management Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

By:/s/ Helen Gow
Name:Helen Gow

 

[Project Unicorn II - Signature Page to Management Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

By:/s/ Houfang Wang
Name:Houfang Wang

 

[Project Unicorn II - Signature Page to Management Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

By:/s/ Jason Chiu-Yuen Woo
Name:Jason Chiu-Yuen Woo

 

[Project Unicorn II - Signature Page to Management Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

  

By:/s/ Jianbin Xing
Name:Jianbin Xing

 

[Project Unicorn II - Signature Page to Management Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

By:/s/ Jiaying Zhao
Name:Jiaying Zhao

 

[Project Unicorn II - Signature Page to Management Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

By:/s/ Jie Han
Name:Jie Han

 

[Project Unicorn II - Signature Page to Management Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

By:/s/ Jie Yang

Name:Jie Yang

 

[Project Unicorn II - Signature Page to Management Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

By:/s/ Jike Lu

Name:Jike Lu

 

[Project Unicorn II - Signature Page to Management Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

By:/s/ Jin Fu

Name:Jin Fu

 

[Project Unicorn II - Signature Page to Management Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

By:/s/ Lijun Wan

Name:Lijun Wan

 

[Project Unicorn II - Signature Page to Management Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

By:/s/ Lingjun Wang

Name:Lingjun Wang

 

[Project Unicorn II - Signature Page to Management Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

By:/s/ Ali Mohammad Masoud Afnan

Name:Ali Mohammad Masoud Afnan

 

[Project Unicorn II - Signature Page to Management Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

By:/s/ Ming Yang

Name:Ming Yang

 

[Project Unicorn II - Signature Page to Management Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

By:/s/ Minghua Bi

Name:Minghua Bi

 

[Project Unicorn II - Signature Page to Management Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

By:/s/ Miriam Brofman Epelbaum

Name:Miriam Brofman Epelbaum

 

[Project Unicorn II - Signature Page to Management Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

By:/s/ Ping Fu

Name:Ping Fu

 

[Project Unicorn II - Signature Page to Management Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

By:/s/ Qingquan Cai

Name:Qingquan Cai

 

[Project Unicorn II - Signature Page to Management Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

By:/s/ Shuowen Hu

Name:Shuowen Hu

 

[Project Unicorn II - Signature Page to Management Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

By:/s/ Virginia Maude Yang

Name:Virginia Maude Yang

 

[Project Unicorn II - Signature Page to Management Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

By:/s/ Wei Chen

Name:Wei Chen

 

[Project Unicorn II - Signature Page to Management Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

By:/s/ Wei Liu

Name:Wei Liu

 

[Project Unicorn II - Signature Page to Management Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

By:/s/ Xiaoyan Shen

Name:Xiaoyan Shen

 

[Project Unicorn II - Signature Page to Management Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

By:/s/ Yan Xia

Name:Yan Xia

 

[Project Unicorn II - Signature Page to Management Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

By:/s/ Yaxin Zhao

Name:Yaxin Zhao

 

[Project Unicorn II - Signature Page to Management Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

By:/s/ Yuehong Lu

Name:Yuehong Lu

 

[Project Unicorn II - Signature Page to Management Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

By:/s/ Zhizhong Liu

Name:Zhizhong Liu

 

[Project Unicorn II - Signature Page to Management Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

By:/s/ Zhuo Liu

Name:Zhuo Liu

 

[Project Unicorn II - Signature Page to Management Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

By:/s/ Roohollah Changizi

Name:Roohollah Changizi

 

[Project Unicorn II - Signature Page to Management Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

By:/s/ Huailong Hou

Name:Huailong Hou

 

[Project Unicorn II - Signature Page to Management Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

By:/s/ Song Li

Name:Song Li

 

[Project Unicorn II - Signature Page to Management Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

By:/s/ Lixin Chen

Name:Lixin Chen

 

[Project Unicorn II - Signature Page to Management Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

By:/s/ Xiaoqiong Ji

Name:Xiaoqiong Ji

 

[Project Unicorn II - Signature Page to Management Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

By:/s/ Yan Hou

Name:Yan Hou

 

[Project Unicorn II - Signature Page to Management Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

By:/s/ Zhongying Pan

Name:Zhongying Pan

 

[Project Unicorn II - Signature Page to Management Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

By:/s/ Ying Guo

Name:Ying Guo

 

[Project Unicorn II - Signature Page to Management Rollover Agreement]

 

 

 


Exhibit 99.9

 

EXECUTION VERSION

 

ROLLOVER AGREEMENT

 

This ROLLOVER AGREEMENT (this “Agreement”) is made and entered into as of October 5, 2021 by and among Unicorn II Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“HoldCo”), HMJ Holdings III Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Rollover Vehicle”), and certain shareholders of New Frontier Health Corporation, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

 

WHEREAS, on August 4, 2021, HoldCo, Unicorn II Parent Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of HoldCo (“Parent”), Unicorn II Merger Sub Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), and the Company executed an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger”) with the Company surviving the Merger and becoming a wholly owned Subsidiary of Parent;

 

WHEREAS, as of the date of this Agreement, each Shareholder is the Beneficial Owner (as defined below) of the Rollover Shares (as defined below) set forth opposite such Shareholder’s name on Schedule A hereto; and

 

WHEREAS, as a condition and inducement to the willingness of the Shareholders solely in their capacity as Beneficial Owners of the Rollover Shares to enter into this Agreement, HoldCo has agreed, upon the terms and subject to the conditions set forth herein, to enter into this Agreement and abide by its covenants and obligations set forth herein.

 

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

 

ARTICLE I
DEFINITIONS AND INTERPRETATIONS

 

Section 1.1      Defined Terms. The following terms, as used in this Agreement, shall have the meanings set forth below.

 

(a)          Affiliates” of a specified person means a person who, directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified person. For the avoidance of doubt, an “Affiliate” of the Buyer Consortium shall include a person jointly Controlled, whether directly or indirectly through one or more intermediaries, by the Buyer Consortium as a whole.

 

(b)          Arbitrator” has the meaning ascribed to it in Section 5.2(b).

 

(c)          Bankruptcy and Equity Exception” has the meaning ascribed to it in Section 3.1(a).

 

 

 

 

(d)          Beneficial Ownership” by a person of any security includes ownership by any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise (whether or not in writing), has or shares: (i) voting power which includes the power to vote, or to direct the voting of, such security; and/or (ii) investment power which includes the power to dispose, or to direct the disposition, of such security; and shall otherwise be interpreted in accordance with the term “beneficial ownership” as defined in Rule 13d-3 under the Exchange Act; provided that, without duplicative counting of the same securities by the same holder, securities Beneficially Owned by a person will include securities Beneficially Owned by any Affiliates of such person which are Controlled by such person, but no Beneficial Ownership of securities shall be attributed to securities Beneficially Owned by any other person(s) solely by virtue of the fact that such first person may be deemed to constitute a “group” within the meaning of Section 13(d) of the Exchange Act with such other person(s). The terms “Beneficially Owned” and “Beneficial Owner” shall have correlative meanings.

 

(e)          Buyer Consortium” means, collectively, the parties to the Consortium Agreement.

 

(f)           Consortium Agreement” means that Consortium Agreement, dated February 9, 2021, by and among the Sponsor and certain other parties thereto (as may be amended, supplemented or otherwise modified from time to time).

 

(g)          Control” (including the terms “Controlled by” and “under common Control with”) means the possession, directly or indirectly, or as trustee or executor, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities or the possession of voting power, as trustee or executor, by contract or otherwise.

 

(h)          Exchange Act” means the Securities Exchange Act of 1934, as amended.

 

(i)           HKIAC” has the meaning ascribed to it in Section 5.2(b).

 

(j)           HoldCo Shares” means the ordinary shares of HoldCo with a par value of US$0.0001 per share.

 

(k)          Interim Investors Agreement” means that Interim Investors Agreement, dated on August 4, 2021, by and among HoldCo, the Sponsor and certain other parties thereto (as may be amended, supplemented or otherwise modified from time to time).

 

(l)           Ordinary Shares” means the ordinary shares of the Company that are designated as “Ordinary Shares” with a par value of US$0.0001 per share.

 

(m)         person” means individual, partnership, corporation, association, joint stock company, trust, joint venture, limited liability company, organization, entity or Governmental Entity.

 

(n)          Representatives” means, with respect to any party, such party’s officers, directors, employees, shareholders, general partners, limited partners, accountants, consultants, financial and legal advisors, agents and other representatives.

 

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(o)          Rollover Closing” has the meaning ascribed to it in Section 2.3.

 

(p)          Rollover Consideration” means, with respect to a Shareholder, the number of HoldCo Shares set forth in the column entitled “Rollover Consideration” opposite such Shareholder’s name on Schedule A hereto (as may be adjusted from time to time by the Sponsor in accordance with Section 4.5).

 

(q)          Rollover Shares” means, with respect to a Shareholder, the portion of the Ordinary Shares Beneficially Owned by such Shareholder as of immediately prior to the Effective Time that are to be cancelled pursuant to the terms and conditions of this Agreement and the Merger Agreement, the number of which is set forth in the column entitled “Rollover Shares” opposite such Shareholder’s name on Schedule A hereto (as may be adjusted from time to time by the Sponsor in accordance with Section 4.5).

 

(r)           Rules” has the meaning ascribed to it in Section 5.2(b).

 

(s)          SEC” means the United States Securities and Exchange Commission.

 

(t)           Sponsor” means New Frontier Public Holding Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands.

 

(u)          Transfer” means, directly or indirectly, to sell, transfer, offer, exchange, assign, pledge, encumber, hypothecate or otherwise dispose of (by merger, by tendering into any tender or exchange offer, by testamentary disposition, by operation of Law or otherwise), either voluntarily or involuntarily, or to enter into any contract, option or other agreement with respect to any sale, transfer, offer, exchange, assignment, pledge, encumbrance, hypothecation or other disposition.

 

Section 1.2      Interpretation. Unless the express context otherwise requires:

 

(a)          The words “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article, section, paragraph, exhibit and schedule references are to the articles, sections, paragraphs, exhibits and schedules of this Agreement unless otherwise specified. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” All terms defined in this Agreement shall have the defined meanings contained herein when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time, amended, qualified or supplemented, including (in the case of agreements and instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and all attachments thereto and instruments incorporated therein. References to a person are also to its permitted successors and assigns.

 

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(b)          The captions, headings and arrangements used in this Agreement are for convenience only and do not in any way affect, limit, amplify or modify the terms and provisions hereof.

 

(c)          With regard to all dates and time periods set forth or referred to in this Agreement, time is of the essence.

 

ARTICLE II
ROLLOVER SHARES

 

Section 2.1      Cancellation of Rollover Shares. Subject to the terms and conditions set forth herein, each Shareholder agrees and undertakes to each of HoldCo and the Rollover Vehicle that its Rollover Shares shall be cancelled at the Effective Time for no consideration from the Company. Each Shareholder shall take all actions necessary (including such action as may be required by HoldCo or the Rollover Vehicle) to cause its Rollover Shares to be treated as set forth herein.

 

Section 2.2      Subscription of Rollover Consideration. At or immediately prior to the Closing, in consideration for the cancellation of the Rollover Shares held by a Shareholder in accordance with Section 2.1 and without prejudice to any additional HoldCo Shares that such Shareholder may receive in respect of any cash contributions, HoldCo shall issue or cause to be issued to the Rollover Vehicle (or such other entity mutually acceptable to Holdco and such Shareholder), and the Rollover Vehicle shall, and such Shareholder shall cause the Rollover Vehicle (or such other entity mutually acceptable to Holdco and such Shareholder) to subscribe for, such Shareholder’s Rollover Consideration. Each Shareholder hereby acknowledges and agrees that (i) delivery of such Rollover Consideration shall constitute complete satisfaction of all obligations towards or sums due to such Shareholder by HoldCo and its Affiliates in respect of the Rollover Shares held by such Shareholder and cancelled at the Effective Time as contemplated by Section 2.1 above, and (ii) such Shareholder shall have no right to any consideration as provided in the Merger Agreement in respect of the Rollover Shares held by such Shareholder.

 

Section 2.3      Rollover Closing. Subject to the satisfaction in full (or waiver, if permissible) of all of the conditions set forth in the Merger Agreement (other than conditions that by their nature are to be satisfied or waived, as applicable, at the Closing), the closing of the subscription by and issuance to the Rollover Vehicle (or such other entity mutually acceptable to Holdco and such Shareholder) of the Rollover Consideration contemplated hereby shall take place at or immediately prior to the Closing or at such other time as agreed by the Rollover Vehicle and HoldCo (the “Rollover Closing”). For the avoidance of doubt, the cancellation of Rollover Shares shall only take place at the Effective Time in accordance with Section 2.1, notwithstanding the fact that the Rollover Closing may take place prior to the Effective Time.

 

Section 2.4      Deposit of Rollover Shares. No later than three (3) Business Days prior to the Rollover Closing, each Shareholder and any Representative of such Shareholder holding certificates evidencing any Rollover Shares shall deliver or cause to be delivered to HoldCo all certificates representing such Rollover Shares in such person’s possession, for disposition in accordance with the terms of this Agreement; such certificates and documents shall be held by HoldCo or any agent authorized by HoldCo until the Rollover Closing. To the extent that any Rollover Shares of a Shareholder are held in street name, such Shareholder shall execute such instruments and take such other actions, in each case, as are reasonably requested by HoldCo to reflect or give effect to the cancellation of such Rollover Shares in accordance with this Agreement and the Merger Agreement.

 

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Section 2.5      Tax Treatment. Solely for U.S. federal income tax purposes, the parties hereto agree to treat the cancellation of the Rollover Shares pursuant to Section 2.1 and the issuances of Holdco Shares pursuant to Section 2.2 as contributions that are governed by Sections 351 or 721 of the Code, as applicable. Solely for U.S. federal income tax purposes, the parties hereto shall not take any action inconsistent therewith unless otherwise required pursuant to a final “determination” as defined in Section 1313 of the Code.

 

ARTICLE III
REPRESENTATIONS AND WARRANTIES

 

Section 3.1      Representations and Warranties of the Shareholders. Each Shareholder represents and warrants to HoldCo, severally and not jointly, and solely as to itself and its Rollover Shares, as of the date of this Agreement and as of the Rollover Closing:

 

(a)          Capacity; Authorization; Validity of Agreement; Necessary Action. Such Shareholder has the legal capacity and all requisite power and authority to execute and deliver this Agreement and perform such Shareholder’s obligations hereunder and to consummate the transactions contemplated by this Agreement (excluding, for the avoidance of doubt, any obligations and transactions under or contemplated by the Merger Agreement that are not set forth in this Agreement). This Agreement has been duly authorized (if applicable), executed and delivered by such Shareholder and, assuming this Agreement constitutes a valid and binding obligation of HoldCo, constitutes a legal, valid and binding agreement of such Shareholder enforceable against such Shareholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (regardless of whether considered in a proceeding in equity or at law) (the “Bankruptcy and Equity Exception”).

 

(b)          Ownership. Such Shareholder is the Beneficial Owner of and has good and valid title to the Rollover Shares set forth opposite such Shareholder’s name in Schedule A hereto, free and clear of any Liens, other than any Liens arising under the memorandum or articles of association of the Company and transfer restrictions imposed by generally applicable securities Laws. Except publicly disclosed in filings made by such Shareholder with the SEC as of the date hereof, such Shareholder is and will be the sole record holder and Beneficial Owner of its Rollover Shares and has (i) the sole voting power, (ii) the sole power of disposition and (iii) the sole power to agree to all of the matters set forth in this Agreement with respect to its Rollover Shares.

 

(c)          Non-Contravention; No Conflicts. Except as would not, individually or in the aggregate, be expected to be adverse to the ability of such Shareholder to timely perform any of its obligations hereunder in any material respect, (i) other than compliance with its obligations under Section 13(d) or any other applicable requirements under the Exchange Act or under the applicable rules or regulations of the listing authorities or stock exchange(s) where the shares of such Shareholder or any of its Affiliates is listed or traded, no filing or notice by such Shareholder with or to any Governmental Entity, and no authorization, consent, permit or approval from any Governmental Entity or any other person is necessary for the execution and delivery of this Agreement by such Shareholder or the performance by such Shareholder of such Shareholder’s obligations herein, (ii) the execution and delivery of this Agreement by such Shareholder do not, and the performance by such Shareholder of such Shareholder’s obligations under this Agreement and the consummation by such Shareholder of the transactions contemplated by this Agreement (excluding, for the avoidance of doubt, any obligations and transactions under or contemplated by the Merger Agreement that are not set forth in this Agreement), will not (1) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation or loss of any material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon such Shareholder’s assets or properties under, any provision of (A) any contract, agreement or other instrument to which the Shareholder is party or by which any of such Shareholder’s assets or properties is bound, or (B) any judgment, order, injunction, decree or Law applicable to such Shareholder or such Shareholder’s assets or properties or (2) other than compliance with its obligations under Section 13(d) or any other applicable requirements under the Exchange Act, require any consent of, registration, declaration or filing with, notice to or permit from any Governmental Entity.

 

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(d)          No Inconsistent Agreements. Such Shareholder has not taken any action that would constitute a breach hereof, make any representation or warranty of such Shareholder set forth in this ARTICLE III untrue or incorrect in any material respect or have the effect of preventing or disabling such Shareholder from performing in any material respect any of its obligations under this Agreement. Such Shareholder understands and acknowledges that HoldCo and its Affiliates have expended, and are continuing to expend, time and resources in connection with the Merger in reliance upon such Shareholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Shareholder contained herein.

 

(e)          No Finder’s Fees. No broker, investment banker, financial advisor, finder, agent or other person is entitled to any broker’s, finder’s, financial adviser’s or other similar fee or commission in connection with this Agreement based upon arrangements made by or on behalf of the Shareholder in his or her capacity as such.

 

(f)           No Action. There are no proceedings, claims, actions, suits or governmental or regulatory investigations pending or, to the knowledge of such Shareholder, threatened against such Shareholder that could impair the ability of such Shareholder to timely perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.

 

(g)          Opportunity of Inquiry. Such Shareholder has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, Representatives of HoldCo and its Affiliates concerning the terms and conditions of the transactions contemplated hereby and the merits and risks of owning HoldCo Shares and such Shareholder acknowledges that it has been advised to discuss with its own counsel the meaning and legal consequences of such Shareholder’s representations and warranties in this Agreement and the transactions contemplated hereby.

 

 6 

 

 

Section 3.2      Representations and Warranties of HoldCo. HoldCo represents and warrants to each Shareholder, as of the date of this Agreement and as of the Rollover Closing, except for any representation or warranty that by its terms specifically addresses a matter only as of a particular date or only with respect to a specific period of time, as of such date or with respect to such period:

 

(a)          It is an exempted company duly incorporated, validly existing and in good standing under the Laws of the Cayman Islands. It has all corporate power and authority to execute, deliver and perform this Agreement. The execution and delivery by it of this Agreement, the performance by it of its obligations hereunder and the consummation by it of the transactions contemplated by this Agreement (excluding, for the avoidance of doubt, any obligations and transactions under or contemplated by the Merger Agreement, including the Merger) have been duly and validly authorized by it, and no other actions or proceedings on its part are necessary to authorize the execution and delivery by it of this Agreement, the performance by it of its obligations hereunder or the consummation by it of the transactions contemplated by this Agreement (excluding, for the avoidance of doubt, any obligations and transactions under or contemplated by the Merger Agreement, including the Merger). This Agreement has been duly executed and delivered by it and, assuming this Agreement constitutes a valid and binding obligation of each Shareholder, constitutes a legal, valid and binding agreement of it enforceable against it in accordance with its terms, subject to the Bankruptcy and Equity Exception.

 

(b)          Except as would not, individually or in the aggregate, be expected to be adverse to its ability to timely perform any of its obligations hereunder in any material respect, the execution and delivery of this Agreement by it do not, and the performance by it of its obligations under this Agreement and the consummation by it of the transactions contemplated by this Agreement (excluding, for the avoidance of doubt, any obligations and transactions under or contemplated by the Merger Agreement, including the Merger), will not (a) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation or loss of any material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon its assets or properties under, any provision of (i) any contract, agreement or other instrument to which it is party or by which any of its assets or properties is bound, or (ii) any judgment, order, injunction, decree or Law applicable to it or its assets or properties, or (b) other than compliance with its obligations under Section 13(d) or any other applicable requirements under the Exchange Act, require any consent of, registration, declaration or filing with, notice to or permit from any Governmental Entity or other third person.

 

(c)          The HoldCo Shares to be issued under this Agreement will, as of immediately prior to the Rollover Closing, have been duly and validly authorized and when issued and delivered in accordance with the terms hereof at the Rollover Closing, will be validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions arising under applicable securities Laws or the organizational documents of HoldCo.

 

 7 

 

 

(d)          At and immediately after the Rollover Closing, the authorized share capital of HoldCo shall consist of 500,000,000 HoldCo Shares, of which, assuming the due performance by each Shareholder of its obligations under this Agreement, the HoldCo Shares as set forth in Schedule A (as may be adjusted pursuant to the Interim Investors Agreement and to be recalculated based on the actual subscription price of each HoldCo Share) to be issued pursuant to the terms herein, together with the HoldCo Shares to be issued pursuant to the Support Agreement, any Additional Rollover Agreements (as defined under the Interim Investors Agreement) and the Equity Commitment Letters (as may be adjusted pursuant to the Interim Investors Agreement), shall be all of the HoldCo Shares outstanding at and immediately after the Rollover Closing. Except as set forth in the preceding sentence or otherwise agreed to by the Parties in writing and except for the HoldCo Options and HoldCo RSU Awards to be issued pursuant to the Merger Agreement, at and immediately after the Rollover Closing, there shall be (i) no outstanding share capital of or voting or equity interest in HoldCo, (ii) no options, warrants, or other rights to acquire any share capital of or voting or equity interest in HoldCo, (iii) no outstanding securities exchangeable or exercisable for or convertible into share capital of or voting or equity interest in HoldCo, and (iv) no outstanding rights to acquire or obligations to issue any such options, warrants, other rights or securities of HoldCo.

 

(e)          Parent is wholly-owned by HoldCo.

 

(f)           Merger Sub is wholly-owned by Parent.

 

ARTICLE IV
OTHER COVENANTS

 

Section 4.1      Prohibition on Transfer.

 

(a)          Without the prior written consent of HoldCo, each Shareholder covenants and agrees not to Transfer any of its Rollover Shares. Any attempted Transfer of shares or any interest therein, in violation of this Section 4.1 shall be null and void.

 

(b)          With respect to each Shareholder, this Agreement and the obligations hereunder shall attach to the Rollover Shares and shall be binding upon any person to which legal or Beneficial Ownership shall pass, whether by operation of Law or otherwise, including, the Shareholder’s successors or assigns. No Shareholder may request that the Company or the Company’s transfer agent or warrant agent, as applicable, register the Transfer of (book-entry or otherwise) any or all of the Rollover Shares (whether represented by a certificate or uncertificated), unless such Transfer is made in compliance with this Agreement. Notwithstanding any Transfer of Rollover Shares, the transferor shall remain liable for the performance of all of the obligations of the Shareholder under this Agreement.

 

Section 4.2      Share Dividends, etc. In the event of a reclassification, recapitalization, reorganization, share split (including a reverse share split) or combination, exchange or readjustment of shares, or other similar transaction, or if any share dividend, subdivision or distribution (including any dividend or distribution of securities convertible into or exchangeable for Ordinary Shares) is declared, in each case affecting the Rollover Shares, the term “Rollover Shares” shall be deemed to refer to and include such shares as well as all such share dividends and distributions and any securities of the Company into which or for which any or all of such shares may be changed or exchanged or which are received in such transaction.

 

 8 

 

 

Section 4.3      No Inconsistent Agreements. Without the prior written consent of HoldCo, no Shareholder shall (a) enter into any contract or other instrument, option or other agreement (except this Agreement) with respect to, or consent to, a Transfer of, any of the Rollover Shares, Beneficial Ownership thereof or any other interest therein, (b) create or permit to exist any Lien that could prevent such Shareholder from complying with the obligations under this Agreement, other than any restrictions imposed by applicable Law on such Rollover Shares, or (c) take any action, directly or indirectly, that would or would reasonably be expected to (i) result in a breach hereof, (ii) make any representation or warranty of the Shareholder set forth in ARTICLE III untrue or incorrect in any material respect or (iii) prevent, impede or, in any material respect, interfere with, delay or adversely affect the performance by such Shareholder of its obligations under, or compliance by such Shareholder with the provisions of, this Agreement.

 

Section 4.4      Public Disclosure. None of the parties hereto shall issue any press release or make any other public statement with respect to the transactions contemplated by this Agreement without the prior written consent of HoldCo (at the direction of the Sponsor), except as such release or statement may be required by Law, a court of competent jurisdiction, a regulatory body or international stock exchange, and then only after (a) the form and terms of such disclosure have been provided to HoldCo for its review and comment, and (b) notice has been provided to HoldCo and HoldCo had a reasonable opportunity to comment thereon, in each case to the extent legally permissible. Notwithstanding the above, each Shareholder agrees to permit the Company and the other Shareholders to publish and disclose in all documents filed by the Company or any such other Shareholder with the SEC in connection with the Transactions, its and its respective Affiliates’ identity and beneficial ownership of its Rollover Shares or other equity securities of the Company and the nature of such Shareholder’s commitments, arrangements and understandings under this Agreement, the Equity Commitment Letters, the Limited Guarantees, the Interim Investors Agreement, the Support Agreement or any other agreement or arrangement to which it (or any of its Affiliates) is a party relating to the Transactions (including a copy thereof), to the extent required by applicable Law or the SEC (or its staff) or by mutual agreement between the Company and HoldCo (at the direction of the Sponsor).

 

Section 4.5      Adjustment of Rollover Shares. Notwithstanding anything herein to the contrary (but subject to the proviso in this Section 4.5), the Sponsor may, at its discretion and from time to time prior to the Closing, adjust the number of Rollover Shares of any Shareholder (and correspondingly make proportional adjustments to the number of Rollover Consideration of such Shareholder as set forth against its name in the column entitled “Rollover Consideration” of Schedule A hereto) by written notice to such Shareholder, whereupon such adjustments shall be deemed final and binding on all parties hereto, provided that the Sponsor may not, pursuant to this Section 4.5, increase the number of Rollover Shares of any Shareholder to be more than the total number of Shares Beneficially Owned by such Shareholder. Each party hereto shall take all actions reasonably requested by the Sponsor (including, to the extent permitted by the Merger Agreement, amending this Agreement) to give full force and effect to such adjustments.

 

Section 4.6      Waiver of Dissenter Rights. Each Shareholder hereby irrevocably and unconditionally waives, and agrees to cause to be waived and to prevent the exercise of, any dissenters’ rights, rights of appraisal and any similar rights relating to the Merger and any other transactions contemplated by the Merger Agreement that such Shareholder or any other person may have by virtue of, or with respect to, any of the Rollover Shares (including any rights under Section 238 of the CICL).

 

 9 

 

 

ARTICLE V
MISCELLANEOUS

 

Section 5.1      Termination. As between HoldCo, on the one hand, and a Shareholder or the Rollover Vehicle, on the other hand, this Agreement and all obligations hereunder (other than as set forth in the following sentence) shall automatically terminate on the earliest to occur of (i) the consummation of the Merger, and (ii) the termination of the Merger Agreement in accordance with its terms. Upon termination of this Agreement, the rights and obligations of HoldCo, on the one hand, and such Shareholder or the Rollover Vehicle, on the other hand, will terminate and become of no further force or effect without further action by either of them except for the provisions of ARTICLE V, which will survive such termination indefinitely. For the avoidance of doubt, the termination of this Agreement shall not relieve any party of liability for any breach prior to such termination.

 

Section 5.2      Governing Law and Venue.

 

(a)          This Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof that would subject such matter to the Laws of another jurisdiction, except that the following matters arising out of or relating to this Agreement shall be interpreted, construed, performed, enforced and governed by and in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the board of directors of the Company and the internal corporate affairs of the Company.

 

(b)          Subject to the exception for jurisdiction of the courts of the Cayman Islands in Section 5.2(a), any Actions arising out of or in any way relating to this Agreement shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time and as may be amended by this Section 5.2 (the “Rules”). The place of arbitration shall be Hong Kong Special Administrative Region of the People’s Republic of China. The official language of the arbitration shall be English and the tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

 

 10 

 

 

(c)          Notwithstanding the foregoing, the parties hereby consent to and agree that in addition to any recourse to arbitration as set out in Section 5.2(b), any party may, to the extent permitted under the rules and procedures of the HKIAC, seek an interim injunction or other form of relief from the HKIAC as provided for in its Rules. Such application shall also be governed by, and construed in accordance with, the Laws of the State of New York.

 

Section 5.3      Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered in person or upon confirmation of receipt (or, in the case of electronic mail, when no error message is generated) when transmitted by facsimile transmission or by electronic mail or on receipt after dispatch by registered or certified mail, postage prepaid, addressed, or on the next Business Day if transmitted by international overnight courier, in each case to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

 

if to HoldCo or the Rollover Vehicle, to:

 

Unit 3004, Garden Square

No. 968, Beijing West Road, Jing’An

Shanghai, China
Attention: Carl Wu

E-mail: carl@new-frontier.com

 

with a required copy to (which shall not constitute notice):

 

Simpson Thacher & Bartlett LLP
3901 China World Tower

1 Jianguomenwai Avenue

Beijing 100004, China

Attention:Yang Wang
E-mail:Yang.Wang@stblaw.com

 

if to a Shareholder, at the address set forth on the signature page of such Shareholder hereto.

 

Section 5.4      Amendment. This Agreement may not be amended, modified or supplemented except by an instrument in writing signed by HoldCo and each Shareholder. Notwithstanding anything to the contrary in this Agreement, none of this Section 5.4 and the other provisions with respect to which the Company is made a third-party beneficiary shall be amended or waived without the Company’s prior written consent.

 

Section 5.5      Extension; Waiver. HoldCo, on the one hand, and a Shareholder, on the other hand, may (a) extend the time for the performance of any of the obligations or other acts of the other party, (b) waive any inaccuracies in the representations and warranties of the other party contained in this Agreement or in any document delivered under this Agreement or (c) waive compliance with any of the covenants or conditions contained in this Agreement. Any agreement on the part of a party to any extension or waiver shall be valid only if specifically set forth in an instrument in writing signed by such party. The failure of any party to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege under this Agreement.

 

 11 

 

 

Section 5.6      Entire Agreement. This Agreement, together with the Consortium Agreement, the Merger Agreement, the Equity Commitment Letters, the Limited Guarantees, the Interim Investors Agreement, the Support Agreement and other agreements referenced herein, constitutes the sole and entire agreement of each Shareholder or any of its Affiliates, on the one hand, and HoldCo or any of its Affiliates, on the other hand, with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. Notwithstanding the foregoing, in the event of any conflict between the provisions of this Agreement and the provisions of the Consortium Agreement, the provisions of this Agreement shall prevail.

 

Section 5.7      Third-Party Beneficiaries. This Agreement is for the sole benefit of, shall be binding upon, and may be enforced solely by HoldCo and each Shareholder, and nothing in this Agreement, express or implied, is intended to or shall confer upon any person (other than HoldCo and each Shareholder) any legal or equitable right, benefit or remedy of any nature whatsoever, provided that the Sponsor is hereby made a third party beneficiary for the purpose of Section 4.4 and Section 4.5 to the extent to enforce the rights granted to the Sponsor thereunder; provided further, that the Company is an express third-party beneficiary of the obligations of the Shareholders pursuant to ARTICLE II, ARTICLE IV and this ARTICLE V and shall be entitled to specific performance of the terms thereof, including an injunction or injunctions to prevent breaches of this Agreement by the parties thereto, in addition to any other remedy at law or equity.

 

Section 5.8      Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any party or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

 

Section 5.9      Rules of Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any provisions of this Agreement.

 

Section 5.10    Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by operation of Law (including, but not limited to, by merger or consolidation) or otherwise by any of the parties without the prior written consent of the other parties, provided that HoldCo may assign its rights (but not obligations) in connection with a permitted assignment of the Merger Agreement by HoldCo in accordance with its terms without the prior written consent of the other parties. Any assignment in violation of the preceding sentence shall be void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns.

 

 12 

 

 

Section 5.11    Specific Performance. The parties hereto agree that the obligations imposed on them in this Agreement are special, unique and of an extraordinary character and irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly each party to this Agreement (a) shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the forum described in Section 5.2, without proof of damages or otherwise, this being in addition to any other remedy at law or in equity, and (b) hereby waives any requirement for the posting of any bond or similar collateral in connection therewith. Each party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that (i) any other party has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity.

 

Section 5.12    Shareholder Capacity. Notwithstanding anything contained in this Agreement to the contrary, each Shareholder is signing this Agreement solely and only in such Shareholder’s capacity as Beneficial Owner of its Rollover Shares and, accordingly, (i) the representations, warranties, covenants and agreements made herein by a Shareholder are made solely with respect to such Shareholder and its Rollover Shares, (ii) nothing herein shall limit or affect any actions taken by such Shareholder in his capacity as a director or officer of the Company (or a Subsidiary of the Company), including participating in his capacity as a director or officer of the Company in any discussions or negotiations with the Buyer Consortium, and (iii) no action taken in good faith by such Shareholder in his capacity as a director or officer of the Company (or a Subsidiary of the Company) shall be deemed to constitute a breach of this Agreement. Nothing contained herein, and no action taken by such Shareholder pursuant hereto, shall be deemed to constitute the parties as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the parties hereto are in any way acting in concert or as a group with respect to the obligations or the transactions contemplated by this Agreement.

 

Section 5.13    No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in HoldCo any direct or indirect ownership or incidence of ownership of or with respect to any Rollover Shares. All rights, ownership and economic benefits of and relating to the Rollover Shares shall remain vested in and belong to the relevant Shareholder, and HoldCo shall have no authority to direct such Shareholder in the voting or disposition of any of the Rollover Shares, in each case, except to the extent expressly provided herein.

 

Section 5.14    Costs and Expenses. Except as provided otherwise in the Interim Investors Agreement, all costs and expenses (including all fees and disbursements of counsel, accountants, investment bankers, experts and consultants to a party) incurred in connection with this Agreement shall be paid by the party incurring such costs and expenses.

 

Section 5.15    Counterparts. This Agreement may be executed and delivered (including by electronic or facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement; provided, however, that if any of the Shareholders fails for any reason to execute, or perform their obligations under, this Agreement, this Agreement shall remain effective as to all parties executing this Agreement.

 

[Remainder of Page Intentionally Left Blank]

 

 13 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

 UNICORN II HOLDINGS LIMITED
  
   
By:/s/ Carl Wu
Name:Carl Wu
Title:Authorized Signatory

 

[Project Unicorn II - Signature Page to Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

 HMJ HOLDINGS III LIMITED
   
   
By:/s/ Carl Wu
Name:Carl Wu
Title:Authorized Signatory

 

[Project Unicorn II - Signature Page to Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

 ABUNDANT ELEGANT LIMITED
   
   
By:/s/ PENG Ching
Name:PENG Ching
Title:Director

 

[Project Unicorn II - Signature Page to Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

 SHELL ELECTRIC HOLDINGS LIMITED
   
   
By:/s/ Yung, Kwok Kee Billy
Name:Yung, Kwok Kee Billy
Title:Chairman and Chief Executive

 

[Project Unicorn II - Signature Page to Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

 DOMENICK LIMITED
   
   
By:/s/ HUI Siu Wai
Name:HUI Siu Wai
Title:Director

 

[Project Unicorn II - Signature Page to Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

 NICE CLASS HOLDINGS LIMITED
   
   
By:/s/ So Kar Wai Don
Name:So Kar Wai Don
Title:Director

 

[Project Unicorn II - Signature Page to Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

 VICTORY PHOENIX LIMITED
   
   
By:/s/ YEUNG Siu Tung Tony
Name:YEUNG Siu Tung Tony
Title:Director

 

[Project Unicorn II - Signature Page to Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

 PRESTIGE FORTUNE HOLDINGS LIMITED
   
   
By:/s/ Zhang He
Name:Zhang He
Title:Director

 

[Project Unicorn II - Signature Page to Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

 LANDPORT VENTURES LIMITED
   
   
By:/s/ Xuanjuan Xiao
Name:Xuanjuan Xiao
Title:Director

 

[Project Unicorn II - Signature Page to Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

 TIMES CAPITAL ASSET HOLDINGS LIMITED
   
   
By:/s/ CHAN Hing Tat
Name:CHAN Hing Tat
Title:Director

 

[Project Unicorn II - Signature Page to Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

 DRAGON MARK GROUP LIMITED
   
   
By:/s/ CHAN Hing Tat
Name:CHAN Hing Tat
Title:Director

 

[Project Unicorn II - Signature Page to Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

 FINEARTH PROPERTIES LIMITED
   
   
By:/s/ Ho Hau Chong Norman
Name:Ho Hau Chong Norman
Title:Director

 

[Project Unicorn II - Signature Page to Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

 LONGCLIFFE INVESTMENT LIMITED
   
   
By:/s/ TUNG Chee Chen
Name:TUNG Chee Chen
Title:Director

 

[Project Unicorn II - Signature Page to Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

 NEW EVER INVESTMENT LTD
   
   
By:/s/ Ming Lin
Name:Ming Lin
Title:Director

 

[Project Unicorn II - Signature Page to Rollover Agreement]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

 

 Ashley Wen CHEN
   
   
By:/s/ Ashley Wen CHEN

 

[Project Unicorn II - Signature Page to Rollover Agreement]

 

 


 

Exhibit 99.10

 

JOINT FILING AGREEMENT

 

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of New Frontier Health Corporation, a Cayman Islands exempted company, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto. Each of them is responsible for the timely filing of such filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.

 

Dated: October 5, 2021

 

[Signature Page to Joint Filing Agreement]

 

 

 

 

NEW FRONTIER PUBLIC HOLDING LTD.
     
/s/ Carl Wu  
Name: Carl Wu  
Title: Director  

 

[Signature Page to Joint Filing Agreement]

 

 

 

 

STRATEGIC HEALTHCARE HOLDING LTD.  
   
/s/ Carl Wu  
Name: Carl Wu  
Title: Director  

 

[Signature Page to Joint Filing Agreement]

 

 

 

 

CARNIVAL INVESTMENTS LIMITED  
   
/s/ Leung Kam Chung  
Name: Leung Kam Chung  
Title: Director  

 

[Signature Page to Joint Filing Agreement]

 

 

 

 

Mr. Kam Chung Leung  
   
/s/ Kam Chung Leung  
Kam Chung Leung  

 

[Signature Page to Joint Filing Agreement]

 

 

 

 

Ms. Roberta Lipson  
   
/s/ Roberta Lipson  
Roberta Lipson  

 

[Signature Page to Joint Filing Agreement]

 

 

 

 

MAX RISING INTERNATIONAL LIMITED  
   
/s/ Carl Wu  
Name: Carl Wu  
Title: Director  
   
   

 

[Signature Page to Joint Filing Agreement]

 

 

 

 

Mr. Carl Wu  
   
/s/ Carl Wu  
Carl Wu  

 

[Signature Page to Joint Filing Agreement]

 

 

 

 

Mr. Ying Zeng  
   
/s/ Ying Zeng  
Ying Zeng  

 

[Signature Page to Joint Filing Agreement]

 

 

 

 

VIVO CAPITAL IX (CAYMAN), LLC
   
/s/ Frank Kung  
Name: Frank Kung  
Title: Managing Member  

 

[Signature Page to Joint Filing Agreement]

 

 

 

 

NF SPAC HOLDING LIMITED
   
/s/ Tang Chun Wai Nelson  
Name: Tang Chun Wai Nelson  
Title: Director  

 

[Signature Page to Joint Filing Agreement]

 

 

 

  

SUN HING ASSOCIATES LIMITED
   

/s/ Tang Chun Wai Nelson

 
Name: Tang Chun Wai Nelson  
Title: Director  

 

[Signature Page to Joint Filing Agreement]

 

 

 

 

NAN FUNG GROUP HOLDINGS LIMITED
   

/s/ Tang Chun Wai Nelson

 
Name: Tang Chun Wai Nelson  
Title: Director  

 

[Signature Page to Joint Filing Agreement]

 

 

 

 

BRAVE PEAK LIMITED  
   

/s/ Hui Mei Mei, Carol

 
Name: Hui Mei Mei, Carol  
Title: Director  

 

[Signature Page to Joint Filing Agreement]

 

 

 

 

ASPEX MASTER FUND  
   
/s/ Li Ho Kei  
Name: Li Ho Kei  
Title: Director  

 

[Signature Page to Joint Filing Agreement]

 

 

 

 

ASPEX MANAGEMENT (HK) LIMITED
   

/s/ Li Ho Kei

 
Name: Li Ho Kei  
Title: Director  

 

[Signature Page to Joint Filing Agreement]

 

 

 

 

Mr. LI Ho Kei  
   
/s/ Li Ho Kei  
Li Ho Kei  

 

[Signature Page to Joint Filing Agreement]

 

 

 

 

SMART SCENE INVESTMENT LIMITED
   

/s/ Lui Kon Wai

 
Name: Lui Kon Wai  
Title: Director  

 

[Signature Page to Joint Filing Agreement]

 

 

 

 

LY HOLDING CO., LIMITED  
   
/s/ Ng Ka Lam  
Name: Ng Ka Lam  
Title: Director  

 

[Signature Page to Joint Filing Agreement]

 

 

 

 

ADVANCE DATA SERVICES LIMITED  
   
/s/ Ma Huateng  
Name: Ma Huateng  
Title: Director  

 

[Signature Page to Joint Filing Agreement]

 

 

 

 

YUNQI CHINA SPECIAL INVESTMENT A  
   
/s/ Wang Christopher Min Fang  
Name: Wang Christopher Min Fang  
Title: Director  

 

[Signature Page to Joint Filing Agreement]

 

 

 

 

YORK ASIAN OPPORTUNITIES INVESTMENTS MASTER FUND, L.P.  
   
/s/ Kevin Carr  
Name: Kevin Carr  
Title: Chief Operating Officer  

 

[Signature Page to Joint Filing Agreement]

 

 

 

 

SMART WILL INVESTMENTS LIMITED  
   
/s/ Chan Wai Kan  
Name: Chan Wai Kan  
Title: Director  

 

[Signature Page to Joint Filing Agreement]

 

 

 

 

FOSUN INDUSTRIAL CO., LIMITED  
   
/s/ Xiaohui Guan  
Name: Xiaohui Guan  
Title: Director  

 

SHANGHAI FOSUN PHARMACEUTICAL (GROUP) CO., LTD.  
   
/s/ Yifang Wu  
Name: Yifang Wu  
Title: Executive Director, Chairman and  
Chief Executive Officer  

 

[Signature Page to Joint Filing Agreement]

 

 

 

 

STAR ADVANTAGE GLOBAL LIMITED  
   
/s/ Han Min  
Name: Han Min  
Title: Director  

 

[Signature Page to Joint Filing Agreement]

 

 

 

 

GOLDEN MAJESTIC INVESTMENTS LIMITED  
   
/s/ Luo Xiaohong  
Name: Luo Xiaohong  
Title:  Director  

 

[Signature Page to Joint Filing Agreement]

 

 

 

 

APEX STRATEGIC VENTURES LIMITED  
   
/s/ Jin Yuanying  
Name: Jin Yuanying  
Title: Authorised Signer  

 

[Signature Page to Joint Filing Agreement]

 

 

 

 

JUNSON DEVELOPMENT INTERNATIONAL LIMITED  
   
/s/ Kui Cai  
Name: Kui Cai  
Title: Director  

 

[Signature Page to Joint Filing Agreement]