Jinxin Fertility : VOLUNTARY ANNOUNCEMENT - FORMATION OF JOINT VENTURE

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Jinxin Fertility Group Limited

錦 欣 生 殖 醫 療 集 團 有 限 公 司 *

(Incorporated under the laws of the Cayman Islands with limited liability)

(Stock Code: 1951)

VOLUNTARY ANNOUNCEMENT

FORMATION OF JOINT VENTURE

This announcement made by the Company on a voluntary basis to keep its Shareholders and potential investors informed of the latest business developments of the Group.

FORMATION OF THE JOINT VENTURE COMPANY

The Board is pleased to announce that Jinxin Fertility BVI, a wholly-owned subsidiary of the Company, has agreed with Mengmei Partners and Jinxin Hospital to establish the Joint Venture Company in the Cayman Islands with a view to developing the Principal Business. On August 14 and 17, 2020, Jinxin Fertility BVI entered into the Subscription Agreements with, among others, the Joint Venture Company, pursuant to which Jinxin Fertility BVI has agreed to subscribe for new shares in the Joint Venture Company, subject to fulfilment of the conditions precedent contained therein including, but not limited to, completion of the Restructuring. Further, on August 17, 2020, Jinxin Fertility BVI entered into the Framework Acquisition Agreement with Mengmei Life, pursuant to which Jinxin Fertility BVI (or its affiliate) has agreed to acquire the Target Clinic Assets from Mengmei Group on the terms and conditions contained therein.

Upon completion of the transactions under the Subscription Agreements and the Framework Acquisition Agreement, the Joint Venture Company (i) will be owned by Jinxin Fertility BVI as to 49% and the other two parties as to 51% (in which 49% and 2% will be owned by Mengmei Partners and Jinxin Hospital, respectively); and (ii) will wholly own Mengmei Group and its businesses and assets (other than the Target Clinic Assets). The board of directors of the Joint Venture Company shall consist of five directors, of whom two shall be nominated by Jinxin Fertility BVI, two shall be nominated by Mengmei Partners and one shall be nominated by Jinxin Hospital. The Company's total investment amount for the above transactions is approximately US$30 million. It is intended that the Joint Venture Company will have approximately US$8 million as its general working capital for the development of the Principal Business upon completion. In particular, it will refer global ARS patients on an exclusive basis to the Group's network of ARS medical facilities including, but not limited to, HRC Fertility in the United States and Jinrui in Laos, subject to the requirements of the local laws and regulations.

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REASONS FOR AND BENEFITS OF FORMATION OF THE JOINT VENTURE COMPANY

By leveraging Mengmei Partners' operational expertise in providing customer support for ARS to different customers in China, and with the support of the Group's vast medical resources, the formation of the Joint Venture Company is expected to further consolidate its resources and increase its leading position in the industry. Through its standardized international client services team and experienced medical staff, the Joint Venture Company will be committed to providing high-quality,patient-centric services to its customers. In line with the Group's vision of establishing a leading global ARS platform to support the diverse needs of mid- to high-end customers, the Joint Venture Company will serve as an open platform to attract more business partners and expand its reach in other regions, including the United States, Southeast Asia and other Asia Pacific countries, to become a leading international IVF medical service platform to mid- to high-end customers. Accordingly, the Directors are of the view that the terms of the Subscription Agreements and the Framework Acquisition Agreement as well as the formation of the Joint Venture Company are fair and reasonable, and in the interests of the Company and its Shareholders as a whole.

LISTING RULES IMPLICATIONS

To the best of the Directors' knowledge and belief after making reasonable enquiries, Mengmei Partners, Jinxin Hospital and their respective ultimate beneficial owners are third parties independent of the Company and its connected persons. Therefore, the transactions contemplated under the Subscription Agreements and the Framework Acquisition Agreement do not constitute any connected transactions of the Company under Chapter 14A of the Listing Rules. Further, as all the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the transactions contemplated under the Subscription Agreements and the Framework Acquisition Agreement (whether on a standalone or aggregate basis) are less than 5%, they do not constitute any notifiable transactions of the Company under Chapter 14 of the Listing Rules. This announcement is made by the Company on a voluntary basis only.

The transactions contemplated under the Subscription Agreements and the Framework Acquisition Agreement are subject to fulfillment and, if applicable, waiver of certain conditions precedent thereunder. As such transactions may or may not proceed, Shareholders and potential investors of the Company should exercise caution when dealing in the securities of the Company.

DEFINITIONS

In this announcement, unless context otherwise requires, the following expressions have the following meanings:

"ARS"

"Board"

"Company"

assisted reproductive services

the board of Directors of the Company

Jinxin Fertility Group Limited (錦欣生殖醫療集團有限公司*), a company incorporated in the Cayman Islands with limited liability, whose shares are listed on the Stock Exchange

"Director(s)"the director(s) of the Company

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"Framework Acquisition Agreement"

"Group"

"Hong Kong"

"HRC Fertility"

"IVF"

"Jinxin Fertility BVI"

the framework acquisition agreement dated August 17, 2020 entered into by, among others, Jinxin Fertility BVI and Mengmei Life in relation to the acquisition of, among others, the Target Clinic Assets

the Company and its subsidiaries

the Hong Kong Special Administrative Region of the People's Republic of China

collectively, HRC Fertility Management, LLC and Huntington Reproductive Center Medical Group

in-vitro fertilization

Jinxin Fertility Group (BVI) Company Limited, a company incorporated under the laws of the British Virgin Islands with limited liability and a wholly-owned subsidiary of the Company

"Jinxin Hospital"

"Jinrui"

"Joint Venture

Company"

"Listing Rules"

"Mengmei Group"

"Mengmei Life"

"Mengmei Partners"

"Principal Business"

"Restructuring"

Jinxin Hospital Management Group Limited (formerly known as JINXIN Medical Investment Group Limited), a company incorporated under the laws of the British Virgin Islands with limited liability

Jinrui Medical Center, a medical center established in Laos and a wholly-owned subsidiary of the Company

Jinxin International Medical Services Company Limited, a limited liability company incorporated under the laws of the Cayman Islands

the Rules Governing the Listing of Securities on the Stock Exchange, as amended or supplemented from time to time

Mengmei Life and its subsidiaries

Mengmei Life Pty. Ltd. a company with limited liability incorporated under the laws of the Cayman Islands

the founding shareholders of Mengmei Life, namely, Deng Xuyang, Wang Li and Huang Zhe, Jacky, together with their respective investment holding vehicles

the promotion, customer acquisition, channels management, and patient consultation services related to IVF, egg donation and surrogacy businesses in the regions where such services are permitted by local regulations, as well as such other businesses or activities as may be approved by the board of directors of the Joint Venture Company from time to time

the restructuring steps to be undertaken by Mengmei Group such that its relevant businesses and assets (other than the Target Clinic Assets) will be transferred to and held by the Joint Venture Company

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"Shareholders"	shareholders of the Company
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Subscription"	the subscription by Jinxin Fertility BVI of the new shares in the capital
	of the Joint Venture Company pursuant to the Subscription Agreement
"Subscription	the subscription agreement dated August 14, 2020 and its supplemental
Agreements"	agreement dated August 17, 2020 entered into by, among others, Jinxin
	Fertility BVI and the Joint Venture Company
"Target Clinic Assets"	certain clinic assets held by Mengmei Group including, but not limited
	to, the tangible personal property and inventory, specified business
	contracts and other assets to be determined pursuant to due diligence
"US$"	United States dollar(s), the lawful currency of the United States of
	America
	By order of the Board
	Jinxin Fertility Group Limited
	Wang Bin
	Chairman

Hong Kong, August 18, 2020

As at the date of this announcement, the Board of Directors of the Company comprises Mr. Zhong Ying, Dr. John G. Wilcox, Mr. Zhong Yong and Mr. Dong Yang, as executive Directors; Mr. Wang Bin, Mr. Fang Min and Ms. Hu Zhe, as non-executive Directors; and Dr. Chong Yat Keung, Mr. Lim Haw Kuang, Mr. Wang Xiaobo and Mr. Ye Changqing, as independent non-executive Directors.

• For identification purpose only

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