Universal Health Intl : PROPOSALS FOR GENERAL MANDATES T...

If you are in any doubt about this circular or as to the action to be taken, you should consult your stockbroker, or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Universal Health International Group Holding Limited, you should at once hand this circular with the enclosed form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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.

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) 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 Universal Health International Group Holding Limited to be held at Luxembourg Room I, 3/F, Regal Kowloon Hotel, 71 Mody Road, Tsim Sha Tsui, Kowloon, Hong Kong on Friday, 16 June 2017 at 10:00 a.m. is set out on pages 15 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 website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk and the website of the Company at www.uhighl.com. Whether or not you are able to attend the annual general meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong share registrar and transfer office 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 (i.e. before 10:00 a.m. on 14 June 2017) 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 adjourned meeting thereof if they so wish.

24 April 2017

Pages

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board

1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

2. Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

3. Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

4. Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

5. Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

6. Form of Proxy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

7. Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

8. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

APPENDIX I - DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 APPENDIX II - EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 APPENDIX III - NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . 15

Accompanying document - form of proxy

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

Luxembourg Room I, 3/F, Regal Kowloon Hotel, 71 Mody Road, Tsim Sha Tsui, Kowloon, Hong Kong on Friday, 16 June 2017 at 10:00 a.m., or any adjournment thereof and notice of which is set out on pages 15 to 19 of this circular

"Articles of Association" the articles of association of the Company adopted by special

resolution on 18 November 2013 and effective upon the Listing Date, and as amended, supplemented or otherwise modified from time to time

"Board" the board of Directors

"Cayman 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

"Company" Universal Health International Group Holding Limited (大健康國 際集團控股有限公司) , an exempted company incorporated on 12

March 2012 with limited liability under the laws of the Cayman Islands, with its Shares listed on the Main Board of the Stock Exchange

"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 and unconditional mandate proposed to be granted to the Directors at the Annual General Meeting to allot, issue and/or deal with the Shares not exceeding 20 per cent of the aggregate number of the issued Shares as at the date of passing of the relevant resolution granting such mandate

"Latest Practicable Date" 13 April 2017, being the latest practicable date prior to the printing

of this circular for the purpose of ascertaining certain information contained in this circular

"Listing Date" 12 December 2013, being the date of listing of the Shares on the Main Board of the Stock Exchange

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

"Memorandum" the memorandum of association of the Company adopted by special resolution on 18 November 2013 and effective upon the Listing Date, and as amended, supplemented or otherwise modified from time to time

"PRC" the People's Republic of China, excluding, for the purpose of this circular, Hong Kong, Macau and Taiwan, unless otherwise specified

"Repurchase Mandate" a general and unconditional mandate proposed to be granted to the

Directors at the Annual General Meeting to repurchase Shares not exceeding 10 per cent of the aggregate number of the issued Shares as at the date of passing of the relevant resolution granting such mandate

"RMB" Renminbi, the lawful currency of the PRC

"SFO" Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) , as amended, supplemented or otherwise modified from time to time

"Share (s) " ordinary share (s) in the capital of the Company with a nominal value of US$0.001 each

"Shareholder (s) " holder (s) of the Shares

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"Takeovers Code" the Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission in Hong Kong, as amended, supplemented or otherwise modified from time to time

"US$" United States dollars, the lawful currency of the United States

In this circular, the terms "close associate (s) ", "core connected person (s) ", "controlling shareholder (s) ", "subsidiary/subsidiaries" and "substantial shareholder (s) " shall have the meanings given to such terms in the Listing Rules, unless the context otherwise requires.