Aier Eye Hospital Group Co., Ltd. (SZSE:300015) entered into a conditional sale and purchase agreement to acquire 35% stake in ISEC Healthcare Ltd. (Catalist:40T) from a group of sellers for SGD 67.1 million on August 26, 2019. Aier Eye Hospital will acquire 186.3 million shares at SGD 0.36 each in cash. On completion, Aier Eye Hospital will own 35% stake. If and when the conditions precedent are fulfilled (or waived in accordance with the agreement, to the extent legally permissible) and upon completion having occurred, CEL Impetus Corporate Finance Pte. Ltd., for and on behalf of Aier Eye Hospital, will announce the firm intention on the part of Aier Eye Hospital to make the offer for all the issued and paid-up ordinary shares in ISEC Healthcare. Pursuant to the terms of the agreement, each of the sellers has provided certain undertakings that following completion (a) during the offer, if (i) the level of acceptances obtained from the remaining shareholders of ISEC Healthcare (being the shareholders of ISEC Healthcare apart from the sellers) is at least 13% of the issued share capital of ISEC Healthcare and (ii) the acceptances from such remaining shareholders of ISEC Healthcare immediately prior to the close of Aier Eye Hospital when aggregated with the sale shares sold to Aier Eye Hospital pursuant to the agreement, is less than 50% of the issued share capital of ISEC Healthcare, Lee Hung Ming and Wong Jun Shyan jointly and severally undertake to tender to Aier Eye Hospital an additional 1% plus 1 share (being 5.3 million shares) and 1% (being 5.3 million shares), respectively, in the issued share capital of ISEC Healthcare ("Additional Shares") by accepting the offer prior to the close of the offer and (b) each of the sellers shall not, apart from the sale shares sold pursuant to the agreement and the Additional Shares (where applicable), accept the offer in respect of any remaining shares held by him.

Aier Eye Hospital shall have the right to appoint two directors to the Board of Directors of ISEC Healthcare as soon as practicable after completion. ISEC Healthcare intends to enter into a supplemental employment agreement with each of the sellers. The transaction is subject to Aier Eye Hospital having obtained and complied with all requisite approvals, conditions, clearances, filings and/or rulings in relation to the transactions contemplated under the agreement from the Securities Industry Council of Singapore, National Development and Reform Commission of the PRC, Ministry of Commerce of the PRC and the State Administration of Foreign Exchange of the PRC, ISEC Healthcare having obtained written consents and/or waivers (in terms satisfactory to Aier Eye Hospital) from all relevant parties to the effect that they consent to the sale and purchase of the sale shares and agree not to exercise any right (whether of termination or otherwise) arising by reason of such sale and purchase, including but not limited to insurance companies, hire purchase companies, banks and landlords and none of the sellers having resigned from ISEC Healthcare at any time between the date of the agreement and the completion date. The Long Stop Date is 50 business days from the date of agreement (being November 13, 2019). The completion shall take place on the fifth business day following the fulfillment of the last condition precedent (or at such other time or date as the parties may agree in writing). CEL Impetus Corporate Finance Pte. Ltd. acted as the financial advisor to Aier Eye Hospital. Marcus Chow of Bird & Bird ATMD LLP acted as legal advisor for Aier Eye Hospital.