New Century Healthcare : PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES; RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in New Century Healthcare Holding Co. Limited, you should at once hand this circular and the accompanying 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.

New Century Healthcare Holding Co. Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1518)

PROPOSALS FOR

GENERAL MANDATES TO ISSUE SHARES AND

REPURCHASE SHARES;

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of New Century Healthcare Holding Co. Limited to be held at Training Room, Pediatrics Building, Beijing New Century Women's and Children's Hospital, No. 51 Wangjingbei Road, Chaoyang District, Beijing, the PRC on Friday, May 21, 2021 at 9:00 a.m. is set out on pages 14 to 19 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.ncich.com.cn).

Whether or not you are able to attend the Annual General Meeting, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the Annual General Meeting (or any adjournment thereof) if they so wish and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

April 28, 2021

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX I - DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION . . . .	7
APPENDIX II - EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . .	11
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . .	14

- i -

DEFINITIONS

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

"Annual General Meeting"	the annual general meeting of the Company to be held at Training
	Room, Pediatrics Building, Beijing New Century Women's and
	Children's Hospital, No. 51 Wangjingbei Road, Chaoyang District,
	Beijing, the PRC on Friday, May 21, 2021 at 9:00 a.m., or any
	adjournment thereof and notice of which is set out on pages 14 to
	19 of this circular
"Articles of Association"	the articles of association of the Company adopted by special resolution
	dated December 22, 2016 and effective on the Listing Date, and as
	amended from time to time
"Board"	the board of Directors
"Company"	New Century Healthcare Holding Co. Limited (新世紀醫療控股有
	限公司), a company incorporated in the Cayman Islands with limited
	liability on July 31, 2015, the Shares of which are listed on the Main
	Board of the Stock Exchange
"Companies Law"	the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated
	and revised) of the Cayman Islands as amended, supplemented or
	otherwise modified from time to time
"Director(s)"	the director(s) of the Company
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Issue Mandate"	a general mandate proposed to be granted to the Directors at the
	Annual General Meeting to allot, issue and/or deal with Shares not
	exceeding 20% of the number of issued Shares as at the date of
	passing of the relevant resolution granting the Issue Mandate
"Latest Practicable Date"	April 19, 2021, being the latest practicable date prior to the printing
	of this circular for ascertaining certain information herein
"Listing Date"	January 18, 2017, being the date on which dealings in the Shares
	first commenced on the Stock Exchange
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock Exchange,
	as amended and supplemented from time to time

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	DEFINITIONS
"PRC"	the People's Republic of China, except where the context requires
	otherwise, excluding Hong Kong, Macau and Taiwan
"Repurchase Mandate"	a general mandate proposed to be granted to the Directors at the
	Annual General Meeting to repurchase Shares not exceeding 10%
	of the number of the issued Shares as at the date of passing of the
	relevant resolution granting the Repurchase Mandate
"RMB"	Renminbi, the lawful currency of the PRC
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong), as amended and supplemented from time to time
"Shares(s)"	ordinary share(s) of nominal value of US$0.0001 each in the capital
	of the Company
"Shareholder(s)"	holder(s) of Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	the Code on Takeovers and Mergers issued by the Securities and
	Futures Commission of Hong Kong, as amended from time to time
"%"	per cent

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LETTER FROM THE BOARD

New Century Healthcare Holding Co. Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1518)

Executive Directors:	Registered Office:
Mr. Jason ZHOU (Chairman and Chief Executive Officer)	c/o Walkers Corporate Limited
Ms. XIN Hong (Senior Vice President and	190 Elgin Avenue
Chief Operating Officer)	George Town
Mr. XU Han (Senior Vice President and	Grand Cayman KY1-9008
Chief Financial Officer)	Cayman Islands
Non-executive Directors:	Head office in PRC:
Mr. GUO Qizhi	56 Nanlishi Road
Mr. WANG Siye	Xicheng District
Dr. CHENG Chi-Kong, Adrian JP	Beijing
Mr. YANG Yuelin	PRC
Mr. XIE Qiang
	Principal Place of Business
Independent Non-executive Directors:	in Hong Kong:
Mr. WU Guanxiong	16/F, Tower 5
Mr. SUN Hongbin	The Gateway, Harbour City
Mr. JIANG Yanfu	Tsim Sha Tsui, Kowloon
Dr. MA Jing	Hong Kong
	April 28, 2021
To the Shareholders
Dear Sir/Madam,

PROPOSALS FOR

GENERAL MANDATES TO ISSUE SHARES AND

REPURCHASE SHARES;

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

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LETTER FROM THE BOARD

1. INTRODUCTION

The purpose of this circular is to give you the notice of Annual General Meeting and the following proposals to be put forward at the Annual General Meeting: (a) the re-election of the retiring Directors; and

(b) granting of the Issue Mandate to issue Shares and the Repurchase Mandate to repurchase Shares.

2. RE-ELECTION OF RETIRING DIRECTORS

Pursuant to article 108(a) of the Articles of Association, Mr. XU Han, Mr. GUO Qizhi, Mr. WANG Siye and Dr. CHENG Chi-Kong, Adrian shall retire by rotation, and being eligible, have offered themselves for re-election as the Directors at the Annual General Meeting.

Pursuant to article 112 of the Articles of Association, Mr. XIE Qiang shall hold office until the Annual General Meeting, and being eligible, has offered himself for re-election as the Director at the Annual General Meeting.

The Board is of the view that Mr. XU Han, Mr. GUO Qizhi, Mr. WANG Siye, Dr. CHENG Chi-Kong, Adrian and Mr. XIE Qiang would bring to the Board their own perspective, skills and experience, as further described in the details set out in Appendix I to this circular.

Based on the board diversity policy adopted by the Company, the Board considers that Mr. XU Han, Mr. GUO Qizhi, Mr. WANG Siye, Dr. CHENG Chi-Kong, Adrian and Mr. XIE Qiang can contribute to the diversity of the Board, in particular, with their strong educational background and professional expertise in various areas.

Details of the above Directors who are subject to re-election at the Annual General Meeting are set out in Appendix I to this circular in accordance with the relevant requirements of the Listing Rules.

3. ISSUE MANDATE TO ISSUE SHARES

In order to ensure flexibility and give discretion to the Directors, in the event that it becomes desirable for the Company to issue any new Shares, approval is to be sought from the Shareholders, pursuant to the Listing Rules, for the Issue Mandate to issue Shares. At the Annual General Meeting, an ordinary resolution numbered 4(A) will be proposed to grant the Issue Mandate to the Directors to exercise the powers of the Company to allot, issue and deal with the additional Shares not exceeding 20% of the number of issued Shares as at the date of passing of the resolution in relation to the Issue Mandate.

As at the Latest Practicable Date, 490,025,000 Shares have been issued and fully paid. Subject to the passing of the ordinary resolution numbered 4(A) and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of the Annual General Meeting, the Company will be allowed to issue a maximum of 98,005,000 Shares pursuant to the Issue Mandate.

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LETTER FROM THE BOARD

In addition, subject to a separate approval of the ordinary resolution numbered 4(C), the number of Shares purchased by the Company under ordinary resolution numbered 4(B) will also be added to extend the Issue Mandate as mentioned in ordinary resolution numbered 4(A) provided that such additional value shall represent up to 10% of the number of issued Shares as at the date of passing the resolutions in relation to the Issue Mandate and Repurchase Mandate. The Directors wish to state that they have no immediate plans to issue any new Shares pursuant to the Issue Mandate.

4. REPURCHASE MANDATE TO REPURCHASE SHARES

An ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase Shares representing up to 10% of the number of issued Shares as at the date of passing of the resolution in relation to the Repurchase Mandate.

An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the proposed Repurchase Mandate is set out in Appendix II to this circular. This explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the Annual General Meeting.

5. NOTICE OF ANNUAL GENERAL MEETING

Set out on pages 14 to 19 of this circular is the notice of the Annual General Meeting at which, inter alia, ordinary resolutions will be proposed to Shareholders to consider and approve the re-election of the retiring Directors, and the granting of the General Mandate to issue Shares and the Repurchase Mandate to repurchase Shares.

6. FORM OF PROXY

A form of proxy is enclosed for use at the Annual General Meeting. Such form of proxy is also published on the website of the Stock Exchange (www.hkexnews.hk) and the website of the Company (www.ncich. com.cn). Whether or not you intend to attend the Annual General Meeting, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the Annual General Meeting or any adjournment thereof. Completion and delivery of the form of proxy shall not preclude Shareholders from attending and voting in person at the Annual General Meeting (or any adjournment thereof) if they so wish and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

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LETTER FROM THE BOARD

7. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules and article 72 of the Articles of Association, any resolution put to the vote of the Shareholders at a general meeting shall be decided on a poll except where the chairman of the Annual General Meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, each of the resolutions set out in the Notice of Annual General Meeting will be taken by way of poll.

On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorised representative, shall have one vote for every fully paid credited as fully paid Share of which he/ she is the holder. A Shareholder entitled to more than one vote needs not use all his/ her votes or cast all the votes he/she uses in the same way.

8. CLOSURE OF REGISTER OF MEMBERS

For determining the entitlement to attend and vote at the Annual General Meeting

The register of members of the Company will be closed from Monday, May 17, 2021 to Friday, May 21, 2021, both days inclusive, during which period no transfer of Shares will be effected. In order to qualify for attending and voting at the Annual General Meeting, all transfers accompanied by the relevant share certificates must be lodged for registration with the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712- 1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, May 14, 2021.

9. RECOMMENDATION

The Directors consider that the proposed resolutions for the re-election of the retiring Directors, the granting of the Issue Mandate to issue Shares and the Repurchase Mandate to repurchase Shares are in the interests of the Group and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.

Yours faithfully,

For and on behalf of the Board

New Century Healthcare Holding Co. Limited

Mr. Jason ZHOU

Chairman, Executive Director and Chief Executive Officer

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APPENDIX I	DETAILS OF DIRECTORS PROPOSED
	FOR RE-ELECTION

The following are the particulars of the Directors (as required by the Listing Rules) proposed to be re-elected at the Annual General Meeting.

As at the Latest Practicable Date, none of the following Directors, save as disclosed herein, had any interest in Shares within the meaning of Part XV of the SFO.

Save as disclosed herein, none of the following Directors holds any position with the Company or any other member of the Group, or any directorships in other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years.

Save as disclosed herein, the following Directors are not otherwise related to any Directors, senior management, substantial Shareholders or controlling Shareholders (as defined in the Listing Rules). Save as disclosed herein, there is no other matter in relation to the following Directors that needs to be brought to the attention of the Shareholders and there is no other information relating to the following Directors which is required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

EXECUTIVE DIRECTOR

Mr. XU Han (徐瀚), aged 49, joined our Group in October 2005 and has been an executive Director since February 2016. In April 2016, he was appointed as Senior Vice President of the Group. Mr. Xu serves as the Group's Chief Financial Officer, with overall responsibility for the financial management of each member of the Group and the Group's investment and financing activities, as well as overseeing the Group's internal controls and information technology.

Prior to joining our Group, Mr. Xu served as the group chief financial officer of United Family Healthcare Group (和睦家醫院集團) between July 2003 and September 2005, with primary responsibility for financial

management of the hospitals and clinics in its Beijing and Shanghai network. Mr. Xu held the position of senior financial analyst at Intel (China) Co., Ltd. from December 2000 to May 2001. Between July 2001 and June 2003, Mr. Xu held the role of senior finance manager of Beijing Powerise Technology Co., Ltd. (北京創 智科技有限公司), a subsidiary of Shenzhen Stock Exchange - Listed Powerise Information Technology Co., Ltd. Mr. Xu was also a financial analyst at China Hewlett Packard Co., Ltd. from October 1997 to October 2000. Mr. Xu served as a senior financial analyst in the consulting arm of Deloitte in Beijing from August 1996 to October 1997. Between August 1994 and July 1996, Mr. Xu worked in the finance department of China International Telecommunication Construction Corporation (中國通信建設總公司) in Beijing.

Mr. Xu obtained his bachelor's degree in Economics from the Harbin Institute of Technology (哈爾 濱工業大學) in July 1994.

Mr. Xu has entered into a service contract with the Company for a term of 3 years commencing from February 18, 2016 and automatically renewed for 3 years from the expiry date and shall be terminable by either party giving not less than 3 months' notice in writing to the other. Pursuant to the service contract, Mr. Xu is entitled to an annual remuneration of RMB1,550,000, which has been determined with reference to the duties and responsibilities of executive Director and the prevailing market condition and a discretionary bonus as may be decided by the Board and the remuneration committee of the Company at their discretion, having regard to his performance.

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APPENDIX I	DETAILS OF DIRECTORS PROPOSED
	FOR RE-ELECTION

As of the Latest Practicable Date, Mr. Xu was deemed to be interested in 180,000 Shares within the meaning of Part XV of the Securities and Futures Ordinance.

NON-EXECUTIVE DIRECTORS

Mr. GUO Qizhi (郭其志), aged 48, has been a non-executive Director since January 2018. He is also a member of the Audit Committee. He is primarily responsible for providing strategic advice and guidance on

the business development and expansion of the Group. Mr. Guo is currently a senior partner of CDH Venture and Growth Capital (鼎暉創新與成長基金), an investment fund established in 2015 focusing on healthcare,

TMT (technology, media and telecommunications) and other innovation-based growth opportunities in the PRC. Mr. Guo joined CDH Equity Investment Management (Tianjin) Co., Ltd. (鼎暉股權投資管理(天津)有

限公司) in 2011 and successively served as its executive director and manager director of operations, mainly responsible for investments in the medical sector.

Before joining CDH Equity Investment Management (Tianjin) Co., Ltd. in 2011, Mr. Guo had served as a vice president of operations and the chief financial officer of China Resources Sanjiu Medical & Pharmaceutical Co., Ltd. (listed on the Shenzhen Stock Exchange with stock code 000999), the general manager of strategic investments of the strategic investment department of China Resources (Group) Co., Ltd., the chief financial officer of China Resources (Jilin) Bio-Chemical Co., Ltd. (listed on the Shanghai Stock Exchange with stock code 600893 and now known as AECC Aviation Power Co., Ltd.), the financial manager of Shanghai Dare (Group) Co., Ltd., and an industry researcher of the research division of Pingan Securities Co., Ltd.

Mr. Guo received a bachelor's degree in engineering from Northeastern University in Shenyang city, Liaoning province, the PRC in 1994 and a master's degree in accounting from Liaoning University in the same city in 1998.

Mr. Guo has signed a service contract with the Company for a term of 3 years commencing from January 1, 2018 and automatically renewed for 3 years from the expiry date and shall be terminable by either party giving not less than three months' notice in writing to the other. Pursuant to the service contract, Mr. Guo is not entitled to any director's fee.

As of the Latest Practicable Date, Mr. Guo did not have any interest in any Shares within the meaning of Part XV of the Securities and Futures Ordinance.

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APPENDIX I	DETAILS OF DIRECTORS PROPOSED
	FOR RE-ELECTION

Mr. WANG Siye (王思業), aged 39, has been a non-executive Director since February 2016. He is primarily responsible for providing strategic advice and guidance on the business development and expansion of our Group. Mr. Wang has over 10 years of experience in corporate finance and investments. From June 2013 to August 2016, Mr. Wang served as an executive director of Boyu Capital, an investment firm focused

on investing in Greater China. Prior to joining Boyu Capital, Mr. Wang served as an investment manager at CITIC Private Equity Funds Management Co., Ltd. (中信產業投資基金管理有限公司) from August 2010

to June 2012 and, prior to that, as an associate at the Investment Banking Department of China International Capital Corporation Co., Ltd. (中國國際金融有限公司) from February 2007 to July 2010.

Mr. Wang received his master's degree in economics from the Hong Kong University of Science and Technology in November 2006, and his bachelor's degree in computer science from Nanjing University in June 2003.

Mr. Wang has signed a service contract with the Company for a term of 3 years commencing from February 18, 2016 and automatically renewed for 3 years from the expiry date and shall be terminable by either party giving not less than three months' notice in writing to the other. Pursuant to the service contract, Mr. Wang is not entitled to any director's fee.

As of the Latest Practicable Date, Mr. Wang did not have any interest in any Shares within the meaning of Part XV of the Securities and Futures Ordinance.

Dr. CHENG Chi-Kong,Adrian JP (鄭志剛), aged 41, has been a non-executive Director since June 1, 2018. He is primarily responsible for providing strategic advice and guidance on the business development and expansion of our Group. Dr. Cheng is an executive vice-chairman, executive director and chief executive officer of New World Development Company Limited (Stock Code: 17), an executive director of Chow Tai Fook Jewellery Group Limited (Stock Code: 1929), an executive director of New World Department Store China Limited (Stock Code: 825), an executive director of NWS Holdings Limited (Stock Code: 659), and a non-executive director of Giordano International Limited (Stock Code: 709), all of which are listed public companies in Hong Kong. He is an executive director of New World China Land Limited (Stock Code: 917), which was a listed public company in Hong Kong until its delisting on August 4, 2016. He was an executive director of International Entertainment Corporation (Stock Code: 1009) and a non-executive director of i-CABLE Communications Limited (Stock Code: 1097), which are public listed companies in Hong Kong, until his resignation with effect from June 10, 2017 and July 2, 2019 respectively. He was also a non-executivevice-chairman of Modern Media Holdings Limited (Stock Code: 72), which is a public listed company in Hong Kong, until his resignation with effect from August 26, 2017.

Dr. Cheng is the chairman of New World Group Charity Foundation Limited, a member of the Tianjin Municipal Committee of The Chinese People's Political Consultative Conference, chairman of the China Young Leaders Foundation and the honorary chairman of K11 Art Foundation. Dr. Cheng holds a Bachelor of Arts degree (cum laude) from Harvard University and was conferred the Honorary Doctorate of Humanities by the Savannah College of Art and Design. He worked at UBS AG from September 2003 to April 2006, and has substantial experience in corporate finance.

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APPENDIX I	DETAILS OF DIRECTORS PROPOSED
	FOR RE-ELECTION

Dr. Cheng has signed a service contract with the Company for a term of 3 years commencing from June 1, 2018 and shall be terminable by either party giving not less than three months' notice in writing to the other. Dr. Cheng will not receive any remuneration for his position as a non-executive Director, be it under the aforesaid service contract or otherwise.

As of the Latest Practicable Date, Dr. Cheng did not have any interest in any Shares within the meaning of Part XV of the Securities and Futures Ordinance.

Mr. XIE Qiang (解強), aged 42, has been a non-executive Director since January 1, 2021. Mr. Xie is currently the General Manager of CDB Capital FoF Management Co., Ltd. Mr. Xie worked at Beijing Guantao Law Firm as a legal assistant from July 2003 to July 2006, served as a Project Assistant at the Legal Affairs Department Contract Supervision Office of Beijing 29th Olympic Games Organizing Committee from July 2006 to January 2008, and a Supervisor at the Legal Affairs Department Contract Supervision Office of Beijing 29th Olympic Games Organizing Committee from January 2008 to November 2008. He served successively as an Officer of Market and Investment Division of China Development Bank Shenzhen Branch from November 2008 to December 2009, Senior Manager of Funds Division II of China Development Bank Capital Corporation Ltd. from January 2010 to September 2013, the Departmental Secretary at the Secretariat Division I of the General Office of China Development Bank from September 2013 to May 2018, and the Vice President of China Development Bank International Holdings Limited from May 2018 to December 2019.

Mr. Xie is currently serving as a non-independent director of Guangzhou Kingmed Diagnostics Group Co Ltd, a company listed on the Shanghai Stock Exchange. He has been serving in this role since November 2020.

Mr. Xie obtained a bachelor's degree in economic law from Tongji University in July 2000 and a master's degree in law from the University of Pittsburgh in July 2003. Mr. Xie has extensive experience in general corporate management, international banking, finance and investment management.

Mr. Xie has entered into a service contract with the Company with effect from January 1, 2021 for an initial term of three years, which is terminable by either party giving not less than three months' notice in writing to the other. Mr. Xie will be subject to retirement by rotation and re-election at the annual general meetings of the Company in accordance with the articles of association of the Company. Mr. Xie will not receive any remuneration for his position as a non-executive Director of the Company, be it under the aforesaid service contract or otherwise.

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APPENDIX II	EXPLANATORY STATEMENT

The following is an explanatory statement required to be sent to the Shareholders under the Listing Rules in connection with the proposed Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the number of issued Shares was 490,025,000 Shares of nominal value of US$0.0001 each which have been fully paid. Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the Annual General Meeting, the Company will be allowed to repurchase a maximum of 49,002,500 Shares which represent 10% of the issued Shares during the period ending on the earlier of (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiry of the period within which the next annual general meeting of the Company is required by any applicable laws or the Articles of Association to be held; or (iii) the passing of an ordinary resolution by Shareholders in general meeting of the Company revoking or varying such mandate.

2. REASONS FOR AND FUNDING OF SHARE REPURCHASE

The Directors believe that it is in the best interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Company to repurchase the Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the Company's net asset value and/or its earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.

Repurchase of the Shares must be funded out of funds legally available for such purpose in accordance with the Articles of Association and the applicable laws of the Cayman Islands. The Directors may not repurchase the Shares on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange. Subject to the foregoing, the Directors may make repurchases with profits of the Company or out of a new issuance of shares made for the purpose of the repurchase or, if authorized by the Articles of Association and subject to the Companies Law, out of capital and, in the case of any premium payable on the repurchase, out of profits of the Company or from sums standing to the credit of the share premium account of the Company or, if authorized by the Articles of Association and subject to the Companies Law, out of capital.

The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company. The Directors believe that if the Repurchase Mandate is exercised in full, it may not have a material adverse impact on the working capital or gearing position of the Company, as compared with the positions disclosed in the audited consolidated financial statements of the Company as at December 31, 2020, being the date to which the latest published audited consolidated financial statements of the Company were made up. The Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or its gearing levels which, in the opinion of the Directors, are from time to time appropriate for the Company.

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APPENDIX II	EXPLANATORY STATEMENT

3. GENERAL

None of the Directors nor, to the best of their knowledge, having made all reasonable enquiries, their respective close associates (as defined in the Listing Rules), have any present intention if the Repurchase Mandate is approved by the Shareholders, to sell any Shares to the Company.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules, the Articles of Association and the applicable laws of the Cayman Islands.

No core connected person (as defined in the Listing Rules) has notified the Company that he or she has a present intention to sell any Shares to the Company, or has undertaken not to do so, if the Repurchase Mandate is approved by the Shareholders.

4. TAKEOVERS CODE

If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder's interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, to the best knowledge and belief of the Directors, Mr. Jason Zhou had deemed interests in 217,556,394 Shares, representing an approximate total of 44.40% of the issued Shares. Among the 217,556,394 Shares, 57,740,181 Shares (representing 11.78% of the issued Shares) were deemed to be interested as a result of an agreement entered into between Mr. Jason Zhou and Ms. Liang Yanqing on February 18, 2016 and automatically renewed on February 17, 2019 (pursuant to a renewal agreement entered into between the same parties on January 31, 2019) for a term of three years until February 17, 2022, pursuant to which Ms. Liang Yanqing irrevocably agreed to follow Mr. Jason Zhou's voting directions when exercising the voting rights attached to the Shares beneficially owned by her during the term of such agreement; 150,817,051 Shares (representing 30.78% of the issued Shares) were held by JoeCare Investment Co., Ltd. ("JoeCare") and 8,999,162 Shares (representing 1.84% of the issued Shares) were held by Century Star Investment Co., Ltd., which are both wholly owned by Mr. Jason Zhou. In the event that the Directors should exercise in full the Repurchase Mandate, the interests of Mr. Jason Zhou and JoeCare in the Company would be increased to approximately 49.33% and 34.20% of the issued Shares respectively and such increase would give rise to an obligation to make a mandatory general offer under the Takeovers Code. The Directors have no present intention to repurchase the Shares to the extent that will trigger the obligations under the Takeovers Code for Mr. Jason Zhou and JoeCare to make a mandatory offer. Save as aforesaid, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of any repurchase of Shares pursuant to the Repurchase Mandate.

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APPENDIX II	EXPLANATORY STATEMENT

The Listing Rules prohibit a company from making repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the total number of issued Shares would be in public hands. The Directors do not propose to repurchase Shares which would result in less than the prescribed minimum percentage of Shares in public hands.

5. SHARE REPURCHASE MADE BY THE COMPANY

No repurchases of Shares have been made by the Company during the 6 months immediately preceding the Latest Practicable Date (whether on the Stock Exchange or otherwise).

6. SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange during each of the previous 12 calendar months preceding the Latest Practicable Date were as follows:

	Highest	Lowest
Month	prices	prices
	HK$	HK$
2020
April	1.7	1.44
May	1.5	1.27
June	1.5	1.37
July	1.49	1.08
August	1.34	0.95
September	1.08	0.85
October	1.16	0.87
November	1.7	1.05
December	2.05	1.32
2021
January	2.2	1.61
February	1.86	1.5
March	1.86	1.51
April (up to and including the Latest Practicable Date)	1.69	1.34

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NOTICE OF ANNUAL GENERAL MEETING

New Century Healthcare Holding Co. Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1518)

NOTICE IS HEREBY GIVEN THAT the annual general meeting (the "Annual General Meeting") of New Century Healthcare Holding Co. Limited (the "Company") will be held at Training Room, Pediatrics Building, Beijing New Century Women's and Children's Hospital, No. 51 Wangjingbei Road, Chaoyang District, Beijing, the PRC on Friday, May 21, 2021 at 9:00 a.m. for the following purposes:

1. To receive and adopt the audited consolidated financial statements of the Company for the year ended December 31, 2020 and the reports of the directors and independent auditor thereon.
2. (a) To re-elect the following retiring directors of the Company (the "Directors"):
3. 1. 1. Mr. XU Han as executive Director;
      2. Mr. GUO Qizhi as non-executive Director;
      3. Mr. WANG Siye as non-executive Director;
      4. Dr. CHENG Chi-Kong, Adrian as non-executive Director; and
      5. Mr. XIE Qiang as non-executive Director.
   2. To authorise the board of Directors (the "Board") to fix the remuneration of the Directors.
4. To re-appoint PricewaterhouseCoopers as auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorise the Board to fix their remuneration for the year ending December 31, 2021.

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NOTICE OF ANNUAL GENERAL MEETING

4. To consider and, if thought fit, pass with or without modification the following resolutions as ordinary resolutions:

(A) "That:

1. subject to paragraph (iii) below, the exercise by the Directors during the Relevant Period (as defined hereinafter) of all the powers of the Company to allot, issue and/ or otherwise deal with additional shares of the Company or securities convertible into shares, or options, warrants or similar rights to subscribe for shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of the Company) which may require the exercise of such powers, be and is hereby generally and unconditionally approved;
2. the approval in paragraph (i) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as defined hereinafter) to make or grant offers, agreements and/or options which may require the exercise of such power after the end of the Relevant Period;
3. the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors during the Relevant Period (as defined hereinafter) pursuant to paragraph (i) above, otherwise than pursuant to paragraph (i) of this resolution, otherwise than pursuant to:
4. 1. any Rights Issue (as defined hereinafter);
   2. the grant or exercise of any option under any share option scheme of the Company (if applicable) or any other option, scheme or similar arrangements for the time being adopted for the grant or issue to the Directors, officers and/or employees of the Company and/or any of its subsidiaries and/or other eligible participants specified thereunder of options to subscribe for shares or rights to acquire shares;
   3. any scrip dividend or similar arrangement providing for the allotment and issue of shares of the Company in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company; or

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NOTICE OF ANNUAL GENERAL MEETING

1. 1. any issue of shares of the Company upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into shares of the Company, shall not exceed the aggregate of:
   2. 1. 20% of the number of issued shares of the Company as at the date of passing this resolution; and
      2. (if the Board is so authorised by resolution numbered 4(C)) the aggregate number of shares of the Company repurchased by the Company subsequent to the passing of resolution numbered 4(B) (up to a maximum equivalent to 10% of the number of issued shares of the Company as at the date of passing resolution numbered 4(B)), and the approval shall be limited accordingly; and
2. for the purpose of this resolution:-

1. "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:-
2. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiry of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; or
   3. the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution; and
3. "Rights Issue" means an offer of shares of the Company or an issue of warrants, options or other securities giving rights to subscribe for shares of the Company, open for a period fixed by the Directors to holders of shares of the Company on the register of members on a fixed record date in proportion to their then holdings of such shares of the Company (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or, having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company)."

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NOTICE OF ANNUAL GENERAL MEETING

(B) "That:

1. subject to paragraph (ii) of this resolution, the exercise by the Directors during the Relevant Period (as defined hereinafter) of all the powers of the Company to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the shares of the Company may be listed and which is recognised for this purpose by the Securities and Futures Commission and the Stock Exchange under the Code on Share Buy- backs and, subject to and in accordance with all applicable laws and the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules"), be and is hereby generally and unconditionally approved;
2. the aggregate number of the shares to be repurchased pursuant to the approval in paragraph (i) of this resolution shall not exceed 10% of the number of issued shares of the Company as at the date of passing of this resolution, and the said approval shall be limited accordingly;
3. subject to the passing of each of the paragraphs (i) and (ii) of this resolution, any prior approvals of the kind referred to in paragraphs (i) and (ii) of this resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and
4. for the purpose of this resolution:-
   "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:-
5. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiry of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; or
   3. the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution."

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NOTICE OF ANNUAL GENERAL MEETING

(C) "That conditional upon the resolutions numbered 4(A) and 4(B) set out in this notice being passed, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and/or otherwise deal with new shares of the Company and to make or grant offers, agreements and options which might require the exercise of such powers pursuant to the resolution numbered 4(A) set out in this notice be and is hereby extended by the addition to the number of the issued shares of the Company which may be allotted or agreed conditional or unconditionally to be allotted by the Directors pursuant to such general mandate of an amount representing the number of the issued shares of the Company repurchased by the Company under the authority granted pursuant to resolution numbered 4(B) set out in this notice, provided that such extended amount shall represent up to 10% of the number of issued shares of the Company as at the date of passing of

this resolution."
	By Order of the Board
	New Century Healthcare Holding Co. Limited
	Mr. Jason ZHOU
	Chairman, Executive Director and Chief Executive Officer
Hong Kong, April 28, 2021
Registered Office:	Head office in PRC:
c/o Walkers Corporate Limited	56 Nanlishi Road
190 Elgin Avenue	Xicheng District
George Town	Beijing
Grand Cayman KY1-9008	PRC
Cayman Islands
Principal Place of Business in Hong Kong:
16/F, Tower 5
The Gateway, Harbour City
Tsim Sha Tsui, Kowloon
Hong Kong

Notes:

1. A shareholder of the Company entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend, speak and vote in his/her stead. The proxy does not need to be a shareholder of the Company.
2. Where there are joint registered holders of any shares, any one of such persons may vote at the above meeting (or at any adjournment of it), either personally or by proxy, in respect of such shares as if he/she were solely entitled thereto but the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the relevant joint holding.

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NOTICE OF ANNUAL GENERAL MEETING

1. In order to be valid, the completed form of proxy, must be deposited at the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority (such certification to be made by either a notary public or a solicitor qualified to practice in Hong Kong), at least 48 hours before the time appointed for holding the above meeting or any adjournment thereof (as the case may be). The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.
2. The register of members of the Company will be closed from Monday, May 17, 2021 to Friday, May 21, 2021, both days inclusive, in order to determine the eligibility of shareholders to attend the above meeting, during which period no share transfers will be registered. To be eligible to attend the above meeting, all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, May 14, 2021.
3. In respect of resolution numbered 2 above, Mr. XU Han, Mr. GUO Qizhi, Mr. WANG Siye, Dr. CHENG Chi-Kong, Adrian and Mr. XIE Qiang will retire and be eligible to stand for re-election at the Annual General Meeting. Details of the above retiring Directors standing for re-election are set out in Appendix I to the circular dated April 28, 2021 containing this notice.
4. Pursuant to Rule 13.39(4) of the Listing Rules, voting for all the resolutions set out in this notice will be taken by poll at the above meeting.

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