Universal Health Intl : DISCLOSEABLE TRANSACTION ACQUISI...

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UNIVERSAL HEALTH INTERNATIONAL GROUP HOLDING LIMITED

大健康國際集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2211) DISCLOSEABLE TRANSACTION ACQUISITION OF LAND DEVELOPMENT RIGHT INVOLVING ISSUE OF CONSIDERATION SHARES UNDER GENERAL MANDATE

The Board is pleased to announce that on 8 June 2017 (after trading hours), the Transferee, a wholly-owned subsidiary of the Company, entered into the Agreement with the Transferor pursuant to which the Transferee conditionally agreed to acquire, and the Transferor agreed to transfer, the Land Development Right at the consideration of RMB84 million (equivalent to approximately HK$96.2 million). The Consideration will be partially settled by cash consideration in the amount of RMB5 million (equivalent to approximately HK$5.7 million) and the balance of the Consideration will be settled by issuance of the Consideration Shares.

LISTING RULES IMPLICATIONS

Since the applicable percentage ratios (as defined under the Listing Rules) in respect of the Acquisition exceed 5% but are less than 25%, the Agreement and the transaction contemplated thereunder constitutes a discloseable transaction for the Company under Rule 14.06 of the Listing Rules.

The Board is pleased to announce that, on 8 June 2017 (after trading hours), the Transferee, a wholly- owned subsidiary of the Company, entered into the Agreement with the Transferor pursuant to which the Transferee conditionally agreed to acquire, and the Transferor conditionally agreed to transfer the Land Development Right at the consideration of RMB84 million (equivalent to approximately HK$96.2 million).

THE AGREEMENT Date

8 June 2017 (after trading hours)

Parties to the Acquisition Agreement

Transferor: Mr. Lu Baocai (陸寶財), a PRC resident

Transferee: Heilongjiang Province Jintian Aixin Medicine Distribution Co., Ltd.*（黑龍江省金天愛心醫藥經銷有限公司）, a subsidiary of the

Company, the entire equity interest of which is beneficially owned by the Company

As at the date of this announcement, to the best of the Directors' knowledge, information and belief, and having made all reasonable enquiries, the Transferor is a third party independent of the Company and its respective connected persons.

Assets to be acquired

Pursuant to the Agreement, the Transferor has agreed to transfer and the Transferee has agreed to acquire, subject to fulfilment of the Conditions Precedent, the Land Development Right.

The Consideration

The Consideration for the transfer of the Land Development Right shall be RMB84 million (equivalent to approximately HK$96.2 million), subject to a downward adjustment if the final valuation of the Land Development Right is less than the preliminary valuation of RMB84.8 million (equivalent to approximately HK$97.1 million) and in such event, the Consideration shall be adjusted by reducing therefrom an amount equal to the difference between the preliminary valuation and the final valuation. Adjustment to the Consideration shall be made by way of reducing the number of Consideration Shares.

The Consideration shall be settled partially by cash consideration in the amount of RMB5 million (equivalent to approximately HK$5.7 million) and the balance of the Consideration shall be settled by issuance of the Consideration Shares to the Transferor or its nominee(s) at the Issue Price upon completion of the transaction contemplated under the Agreement.

The Consideration was determined after arm's length negotiations between the parties to the Agreement after taking into consideration various factors, including but not limited to the preliminary valuation of the Land Development Right by Flagship Consulting (Hong Kong) Limited, an independent valuer, of RMB84.8 million (equivalent to HK$97.1 million). The Directors consider that the terms and conditions of the Agreement are fair and reasonable and on normal commercial terms and are in the interests of the Company and the Shareholders as a whole.

Conditions Precedent

Completion of the transfer of the Land Development Right is subject to the following conditions:

1. the Transferee having received a legal opinion issued by a PRC law firm approved by the Transferee in form and substance and in all respects satisfactory to the Transferee;

2. the Transferee having received a valuation report with a valuation of not less than RMB84.8 million (equivalent to approximately HK$97.1 million) prepared by an independent valuer acceptable to the Transferee confirming the value of the Land Development Right in respect of the Land based on methodology, assumptions, criteria and other terms accepted by the Transferee;

3. the Transferee being satisfied with the due diligence results in relation to, inter alia, the legal, financial, tax and agricultural aspects of the Land and the Land Development Right;

4. all necessary power of attorney, authorizations, consents and approvals in relation to the Acquisition having been delivered to the Transferee by the Transferor and all relevant documents having been registered with the relevant authorities;

5. all the necessary documents, including but not limited to power of attorney, for the approval and registration of the transfer of the Land Development Right having been delivered from the Transferor to the Transferee or its nominee;

6. the compliance of all relevant laws and regulations and memorandum and articles of association of the Transferee;

7. the Transferor having obtained all necessary permission consent, waiver and approval from third parties (including but not limited to the co-owner of the properties of the Transferor) for the performance and completion of the Agreement;

8. the Listing Committee of the Stock Exchange having granted the listing of, and permission to deal in, the Consideration Shares; and

9. all warranties, representations and undertakings given by the Transferor remaining true, accurate and not misleading on the completion date.

Completion

Completion of the transaction contemplated under the Agreement shall take place within 3 Business Days upon the Conditions Precedent being satisfied, fulfilled and/or waived (as the case may be), or at a later date as agreed by the Transferor and the Transferee in writing.

CONSIDERATION SHARES

The Consideration Shares comprise a total of 458,137,670 Shares which will be issued pursuant to the General Mandate. The Consideration Shares, when issued, would represent approximately 19.09% of the existing issued share capital of the Company as at the date of this announcement and approximately 16.03% of the issued share capital of the Company as enlarged by issue of the Consideration Shares.

The maximum number of Shares that can be issued under the General Mandate is 480,000,000 Shares. As at the date of this announcement, the General Mandate has not been utilised. Accordingly, the General Mandate is sufficient for the issue of the Consideration Shares and the issue of the Consideration Shares is not subject to the Shareholders' approval.

The issue price of the Consideration Shares amounts to HK$0.1975 per Consideration Share. The issue price represents the average price per Share as quoted on the Stock Exchange for the last 10 consecutive trading days up to and including the date of the Agreement.

The Company will apply to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in the Consideration Shares. The Consideration Shares shall at all times rank pari passu among themselves and with the Shares in issue as at the date of issue of the Consideration Shares.

INFORMATION ON THE ASSET - THE LAND DEVELOPMENT RIGHT

The Land is a piece of 1,009 Mu of forest land situated in Si Peng Xiang San Ren Ban Cun, Tonghua County, Tonghua City, Jilin Province in the PRC. The Land Development Right is registered under the name of the Transferor which will expire on 25 May 2069. The Land is used mainly for the plantation and development of ginsengs under forest.