NEW FRONTIER HEALTH CORPORATION Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Extraordinary General Meeting, a total of 36,166,094 (89.4%) of the
issued and outstanding Class A ordinary shares and Class B ordinary shares of
the Company, held of record as of
1. Business Combination Proposal: To approve by ordinary resolution and adopt the
Transaction Agreement, dated as of July 30, 2019 , as may be amended from time
to time (the "Transaction Agreement"), by and among the Company, NF Unicorn
Acquisition L.P. , a Cayman Islands exempted limited partnership and wholly
owned indirect subsidiary of the Company, Healthy Harmony Holdings, L.P. , a
Cayman Islands exempted limited partnership ("Healthy Harmony"), Healthy
Harmony GP, Inc. , a Cayman Islands exempted company and the sole general
partner of Healthy Harmony ("HH GP") and the sellers named therein, and the
transactions contemplated thereby (the transactions contemplated by the
Transaction Agreement, the "Business Combination"):
Votes For Votes Against Abstentions
34,766,474 1,304,013 95,607
2. Charter Approval Proposal: To approve by special resolution, conditional upon,
and with effect from, the closing of the Business Combination (the "Closing"),
that the amended and restated memorandum and articles of association of the
Company currently in effect (the "Current Charter") be amended and restated by
their deletion in their entirety and the substitution in their place of the
amended and restated memorandum and articles association (the "Proposed
Charter") of New Frontier Health Corporation ("NFH"):
Votes For Votes Against Abstentions
34,766,474 1,304,013 95,607
The Charter Provisions Proposals. The following proposals to approve the following material differences between the Current Charter and the Proposed Charter:
3. Charter Proposal A: To approve by ordinary resolution, conditional upon, and
with effect from, the Closing, the provision in the Proposed Charter
increasing the authorized share capital from $20,100 divided into 180,000,000
Class A ordinary shares, par value $0.0001 per share, of the Company,
20,000,000 Class B ordinary shares, par value $0.0001 per share, of the
Company, and 1,000,000 preference shares, par value $0.0001 per share, of the
Company to $50,000 divided into 490,000,000 ordinary shares, par value $0.0001
per share, and 10,000,000 preference shares, par value $0.0001 per share, by
(i) the cancelation of 20,000,000 Class B ordinary shares, (ii) the
redesignation of all issued Class A ordinary shares as ordinary shares, (iii)
the redesignation of all unissued Class A ordinary shares as ordinary shares,
(iv) the creation of an additional 310,000,000 ordinary shares each with the
rights set out in the Proposed Charter, and (v) the creation of an additional
9,000,000 preference shares:
Votes For Votes Against Abstentions
34,262,405 1,808,082 95,607
4. Charter Proposal B: To approve by special resolution, conditional upon, and
with effect from, the Closing, the provision in the Proposed Charter providing
that each director of NFH will be elected annually at each annual general
meeting (or extraordinary general meeting in lieu thereof) following the
Closing:
Votes For Votes Against Abstentions
36,070,487 0 95,607
5. Charter Proposal C: To approve by special resolution, conditional upon, and
with effect from, the Closing, all other material differences between the
Current Charter and the Proposed Charter including, among other things, (i)
changing the name of the Company from "New Frontier Corporation " to "New
Frontier Health Corporation " and making NFH's corporate existence perpetual,
(ii) granting a waiver regarding corporate opportunities to certain persons,
and (iii) removing certain provisions related to the Company's status as a
blank check company that will no longer apply upon consummation of the
Business Combination:
Votes For Votes Against Abstentions
34,766,474 1,304,013 95,607
6. Director Election Proposal: To approve by ordinary resolution, conditional
upon, and with effect from, the Closing, the appointment of each of Qiyu Chen ,
Roberta Lipson , Shan Fu and David Zeng as a director of NFH, each to hold
office in accordance with the Proposed Charter:
Votes For Votes WithheldQiyu Chen 11,702,500 0 Roberta Lipson 11,702,500 0 Shan Fu 11,702,500 0 David Zeng 11,702,500 0
7. Share Issuance Proposal: To approve by ordinary resolution, for the purposes
of complying with the applicable listing rules of the New York Stock Exchange ,
the issuance by the Company of (i) Class A ordinary shares to (x) certain
accredited investors pursuant to certain Forward Purchase Agreements and
certain Subscription Agreements, (y) to certain sellers and members of UFH's
management in connection with the Business Combination, (ii) Class B ordinary
shares to an anchor investor and New Frontier Public Holding Ltd. in
connection with the increase in the Company's commitments under the Forward
Purchase Agreements, and (iii) warrants, each exercisable for one Class A
ordinary share, to certain investors pursuant to the Forward Purchase
Agreements:
Votes For Votes Against Abstentions
34,766,474 1,304,013 95,607
8. Incentive Award Plan Proposal: To approve by ordinary resolution, the
Incentive Plan:
Votes For Votes Against Abstentions
34,766,474 1,304,013 95,607
Item 7.01. Regulation FD Disclosure.
On
The information reported in this Item 7.01, including the material attached hereto as Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Information Concerning Forward-Looking Statements
The Company makes forward-looking statements in this report within the meaning
of the Private Securities Litigation Reform Act of 1995. These forward-looking
statements relate to expectations or forecasts for future events. These
statements may be preceded by, followed by or include the words "estimates,"
"projected," "expects," "anticipates," "forecasts," "plans," "intends,"
"believes," "seeks," "may," "will," "should," "future," "propose" and variations
of these words or similar expressions (or the negative versions of such words or
expressions) are intended to identify forward-looking statements. These
forward-looking statements are not guarantees of future performance, conditions
or results, and involve a number of known and unknown risks, uncertainties,
assumptions and other important factors, many of which are outside the Company's
or UFH's control, that could cause actual results or outcomes to differ
materially from those discussed in the forward-looking statements. These
forward-looking statements include, without limitation, the Company's and UFH's
expectations with respect to the timing of the Extraordinary Meeting, the
satisfaction of the closing conditions of the Business Combination and the
timing of the completion of the Business Combination. Important factors, among
others, that may affect actual results or outcomes include the inability to
complete the Business Combination (including due to the failure to receive
required shareholder approvals, or the failure of other closing conditions); the
inability to recognize the anticipated benefits of the proposed Business
Combination; the inability to meet the listing requirements of the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1New Frontier Health Corporation 2019 Omnibus Incentive Plan (incorporated by reference to Annex E to the Company's Definitive Proxy Statement on Schedule 14A, filed with theSEC onNovember 27, 2019 ). 99.1 Press Release.
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