Hygeia Healthcare : MAJOR TRANSACTION IN RELATION TO THE ACQUISITION OF ENTIRE EQUITY INTEREST IN ETERN GROUP LTD.

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Hygeia Healthcare Holdings Co., Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

Hygeia Healthcare Holdings Co., Limited

海吉亞醫療控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6078)

MAJOR TRANSACTION IN RELATION TO

THE ACQUISITION OF ENTIRE EQUITY INTEREST IN

ETERN GROUP LTD.

Capitalized terms used on this cover page have the same meaning as defined in the section headed "Definitions" in this circular, unless the context requires otherwise.

A letter from the Board is set out on pages 9 to 27 of this circular.

The Company has obtained a written approval from a closely allied group of Shareholders who together held more than 50% of the total number of Shares in issue on the Acquisition in lieu of holding a general meeting of the Company in accordance with Rule 14.44 of the Listing Rules. This circular is being despatched to the Shareholders for information purposes only.

May 14, 2021

		CONTENTS
			Page
DEFINITIONS	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX I	-	FINANCIAL INFORMATION OF THE GROUP . . . . . . . . .	I-1
APPENDIX II	-	ACCOUNTANTS' REPORT ON HISTORICAL
		FINANCIAL INFORMATION OF
		THE TARGET GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . .	II-1
APPENDIX III -	MANAGEMENT DISCUSSION AND
		ANALYSIS ON THE TARGET GROUP . . . . . . . . . . . . . .	III-1
APPENDIX IV	-	UNAUDITED PRO FORMA FINANCIAL
		INFORMATION OF THE ENLARGED GROUP . . . . . . . .	IV-1
APPENDIX V	-	GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . .	V-1

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DEFINITIONS

In this circular, the following expressions have the meanings set out below unless the

context otherwise requires:

"ACP Fund I"	Ascendent Capital Partners I, L.P., holding 100%
	equity interest in the Vendor
"Acquisition"	the acquisition of the entire equity interest in the
	Target Company and the transaction contemplated
	under the Share Purchase Agreement
"Amber Tree"	Amber Tree Holdings Limited, a BVI business
	company incorporated under the laws of the BVI on
	August 31, 2018 and indirectly wholly-owned by Ms.
	Zhu, one of the Controlling Shareholders
"Board"	the board of Directors
"Business Day"	a day (other than a Saturday, a Sunday, a public
	holiday and a day on which a tropical cyclone
	warning no. 8 or above or a "black" rainstorm
	warning signal is hoisted or is in effect in Hong Kong
	at any time between the hours of 8:00 a.m. and 5:00
	p.m. on weekdays) on which commercial banks are
	generally open for business in Hong Kong and the
	PRC
"BVI"	the British Virgin Islands
"CAGR"	compound annual growth rate
"Century River"	Century River Holdings Limited, a BVI business
	company incorporated under the laws of BVI on
	August 31, 2018 and indirectly wholly-owned by Mr.
	Zhu, one of the Controlling Shareholders
"Century River Investment"	Century River Investment Holdings Limited, a BVI
	business company incorporated under the laws of BVI
	on April 16, 2019 and directly wholly-owned by Mr.
	Zhu, one of the Controlling Shareholders
"Class II" or "Class II hospital"	the regional hospital designated as Class II hospital
	by the NHFPC hospital classification system,
	typically having 100 to 500 beds, providing multiple
	communities with integrated healthcare services and
	undertaking certain academic and scientific research
	missions

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DEFINITIONS

"Class III" or "Class III hospital"

"Company"

"Completion"

"Conditions Precedent"

"Consideration"

"Contractual Arrangements"

"Controlling Shareholders"

"COVID-19"

"Director(s)"

the largest and best regional hospitals designated as Class III hospitals by the NHFPC hospital classification system, typically having more than 500 beds, as for a comprehensive hospital providing high-quality professional healthcare services covering a wide geographic area and undertaking higher academic and scientific research initiatives

Hygeia Healthcare Holdings Co., Limited (海吉亞醫療 控股有限公司), an exempted company with limited liability incorporated under the laws of Cayman Islands on September 12, 2018, the Shares of which are listed on the Main Board of the Stock Exchange

completion of the Acquisition, as more particularly described under the paragraph "Completion" in this circular

the conditions precedent to the Completion, as more particularly described under the paragraph "Conditions Precedent" in this circular

USD267,132,781, being the USD equivalent of RMB1,734,600,000 (subject to the Post-Completion Adjustment) payable by the Purchaser to the Vendor as consideration pursuant to the Share Purchase Agreement, as more particularly described under the paragraph "Consideration" in this circular

the series of contractual arrangements, as the case may be, entered into by, among others, Xiangshang Investment, Hygeia Hospital Management, Gamma Star Tech and the VIE Hospitals, details of which are described in the section headed "Contractual Arrangements" in the Prospectus

has the meaning ascribed thereto under the Listing Rules and unless the context otherwise requires, refers to Mr. Zhu, Ms. Zhu, Century River Investment, Century River, Red Palm Investment, Red Palm and Amber Tree

novel coronavirus pneumonia

the director(s) of the Company

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	DEFINITIONS
"Enlarged Group"	the Group as enlarged by the Acquisition
"Escrow Account"	the escrow account to be opened, maintained and
	operated in accordance with the Escrow Agreement
"Escrow Agent"	the escrow agent appointed by the Purchaser and the
	Vendor under the Escrow Agreement
"Escrow Agreement"	the escrow agreement entered into among the
	Purchaser, the Vendor and the Escrow Agent on April
	25, 2021 for purpose of holding part of the
	Consideration payable by the Purchaser to the Vendor
	under the Share Purchase Agreement
"Facility Agreement"	the loan facility agreement entered into between the
	Purchaser (as the borrower) and Ping An Bank Co.,
	Ltd. Shanghai Branch (as the lender) on April 25, 2021
"Fountain Grass"	Fountain Grass Investment Ltd, a limited liability
	company incorporated under the laws of Mauritius
	and an affiliate of Warburg Pincus LLC, one of the
	Company's pre-IPO investors
"Gamma Star Tech"	Shanghai Gamma Star Technology Development Co.,
	Ltd. (上海伽瑪星科技發展有限公司), a limited liability
	company established in the PRC on May 20, 2004 and
	a wholly-owned subsidiary of the Company
"Global Offering"	the Hong Kong Public Offering and the International
	Offering as described in the Prospectus
"Group", "we", or "us"	the Company together with its subsidiaries
"HK Company"	Etern Healthcare (HK) Limited (永鼎醫療（香港）有限
	公司), a limited company incorporated in Hong Kong
	and a wholly-owned subsidiary of the Target
	Company
"Hong Kong"	the Hong Kong Special Administrative Region of the
	PRC

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