Green International : COMPLETION OF DISCLOSEABLE TRANSACTION (in PDF)

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GREEN INTERNATIONAL HOLDINGS LIMITED 格 林 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2700)

COMPLETION OF DISCLOSEABLE TRANSACTION

Reference is made to the announcement (the ''Announcement'') of Green International Holdings Limited (the ''Company'') dated 28 November 2017 in respect of the discloseable transaction relating to the acquisition of the entire issued share capital of Charm Eastern Limited (the ''Target Company'') for a total consideration of HK$75,015,625, of which HK$41,015,625 was to be satisfied by the issue of zero-coupon Convertible Bonds under the General Mandate. Unless the context otherwise requires, capitalized terms in this announcement shall have the same meanings as defined in the Announcement.

The Company wishes to announce that subsequent to the signing of the Acquisition Agreement on 28 November 2017, (a) the Company has paid the First Deposit to the Vendor in December 2017; (b) the Vendor has agreed to procure the signing of equity entrustment agreements to confer the beneficial interest in 70% equity interest in Phoenix Opco and 70% equity interest in Zizhong Opco in favour of the Group to safeguard the Group's interests, pending the completion of registration of the equity change of Phoenix Opco and Zizhong Opco on the records of the Administration of Industry and Commerce in favour of the Target Group as contemplated under the Equity Transfer Agreements; (c) due to adverse weather conditions in Hunan Province, the original time schedule for completion of refurbishment and delivery of medical equipment to Zizhong Hospital in preparation of its opening was delayed; (d) the parties to the Acquisition Agreement agreed to extend the long stop date for the fulfillment of the conditions precedent from 31 December 2017 to 31 January 2018; (e) Zizhong Opco was granted the license to operate medical services including hemodialysis treatment on 26 January 2018; and (f) Zizhong Hospital commenced operations with its new hemodialysis business on 30 January 2018.

Based on the representations and warranties given by the Vendor, the Vendor Guarantors and the Target Company, all conditions precedent to the Acquisition Agreement were satisfied by 30 January 2018. With mutual consent of the parties to the Acquisition, Completion took place by the extended long stop date of 31 January 2018. The Convertible Bonds were issued to the Vendor on 31 January 2018 as part of the consideration under the Acquisition Agreement.

By Order of the Board

Green International Holdings Limited

Zeng Xiang Di

Chief Executive Officer

Hong Kong, 31 January 2018

As at the date of this announcement, the executive Directors are Dr. Yu Qigang (Chairman), Mr. Zeng Xiang Di (Chief Executive Officer), Mr. Yang Wang Jian, Mr. Chen Hanhong and Ms. Eva Au; the non-executive Director is Ms. Yu Jiaoli; and the independent non-executive Directors are Mr. Wu Hong, Mr. David Tsoi, Mr. Wang Chunlin and Ms. Sun Zhili.