Town Health International Medical Gp : Announcements and Notices -

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

Town Health International Medical Group Limited

康健國際醫療集團有限公司

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)

(Stock Code: 3886) NOTICE OF SPECIAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the special general meeting ("Meeting") of Town Health International Medical Group Limited ("Company") will be held at 9 a.m. on Friday, 17 March 2017 at 1st Floor, Town Health Technology Centre, 10-12 Yuen Shun Circuit, Siu Lek Yuen, Shatin, New Territories, Hong Kong to consider and, if thought fit, pass the following resolution as an ordinary resolution: ORDINARY RESOLUTION

"THAT:

1. the agreement for sale and purchase ("SP Agreement") dated 30 December 2016 entered into between the Vendor (as defined in the circular of the Company dated 23 February 2017 ("Circular"), a copy of which is marked "A" and signed by the chairman of the Meeting for identification purpose has been tabled at the Meeting) as vendor, the Purchaser (as defined in the Circular) as purchaser and Dr. Ip (as defined in the Circular) as guarantor in respect of the Disposal (as defined in the Circular) and the Receipt of the Promissory Note (as defined in the Circular) (a copy of the SP Agreement is marked "B" and signed by the chairman of the Meeting for identification purpose has been tabled at the Meeting) be and is hereby approved, confirmed and ratified, and the transactions contemplated thereunder (including the Disposal and the Receipt of the Promissory Note) be and are hereby approved; and

2. any one director of the Company ("Director") be and is hereby authorised to do all such acts and things, to sign and execute such documents or agreements or deeds on behalf of the Company and to do such other things and to take all such actions as he/ she considers necessary, appropriate, desirable and expedient for the purposes of giving effect to or in connection with the SP Agreement and the transactions contemplated thereunder (including the Disposal and the Receipt of the Promissory Note), and to agree to such variation, amendments or waiver or matters relating thereto (including any variation, amendments or waiver of such documents or any terms thereof, which are not fundamentally different from those as provided in the SP Agreement) as are, in the opinion of such Director, in the interests of the Company and its shareholders as a whole."

By order of the Board

Town Health International Medical Group Limited Lee Chik Yuet

Executive Director

Hong Kong, 23 February 2017

Registered office:

Canon's Court

22 Victoria Street

Hamilton HM 12 Bermuda

Head office and principal place of business in Hong Kong:

6th Floor

Town Health Technology Centre 10-12 Yuen Shun Circuit

Siu Lek Yuen, Shatin

New Territories, Hong Kong

Notes:

1. A member of the Company entitled to attend and vote at the Meeting convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the bye-laws of the Company, to vote on his/her behalf. A proxy need not be a shareholder of the Company but must be present in person at the Meeting to represent the shareholder. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

2. To be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof), must be deposited at the office of the Company's branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjourned meeting (as the case may be).

3. Completion and return of the form of proxy should not preclude a member of the Company from attending and voting in person at the Meeting and/or any adjournment thereof should he/she so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

4. As required under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the above resolution will be decided by way of poll.

As at the date of this notice, the executive Directors are Miss Choi Ka Yee, Crystal (Chairperson), Dr. Cho Kwai Chee (Executive Deputy Chairman), Dr. Hui Ka Wah, Ronnie, JP (Chief Executive Officer), Mr. Lee Chik Yuet and Mr. Wong Seung Ming (Chief Financial Officer); the non-executive Directors are Dr. Choi Chee Ming, GBS, JP (Deputy Chairman), Ms. Fang Haiyan (Deputy Chairperson), Mr. Tsai Ming-hsing (Deputy Chairman) and Mr. Chen Jinhao; and the independent non-executive Directors are Mr. Ho Kwok Wah, George, MH, Mr. Wong Tat Tung, MH, JP, Mr. Yu Xuezhong, Ms. Li Mingqin and Mr. Wang John Hong-chiun.