SEC Form SC 13E3/A filed by New Frontier Health Corporation (Amendment)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13E-3

AMENDMENT NO. 2

RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e)

OF THE SECURITIES EXCHANGE ACT OF 1934

NEW FRONTIER HEALTH CORPORATION
(Name of the Issuer)

New Frontier Health Corporation
Unicorn II Holdings Limited
Unicorn II Parent Limited
Unicorn II Merger Sub Limited
New Frontier Public Holding Ltd.
New Frontier Capital II Limited
New Frontier Group International Limited
NF Founder Limited
Strategic Healthcare Holding Ltd.
HMJ Holdings Limited
HMJ Holdings II Limited
HMJ Holdings III Limited
Unicorn Holding Partners LP
Unicorn Holding Partners II LP
Unicorn Holding Partners III LP
Unicorn Holding Partners IV LP
New Frontier Investment Management Limited
New Frontier Investment Management II Limited
New Frontier Investment Management III Limited
New Frontier Investment Management IV Limited
Kam Chung Leung
Carl Wu
Ying Zeng
Carnival Investments Limited
Max Rising International Limited
Vivo Capital Fund IX (Cayman), L.P.
Vivo Capital IX (Cayman), LLC
Calcite Gem Investments Group Ltd
Warburg Pincus (Callisto) Global Growth (Cayman), L.P.
Warburg Pincus (Europa) Global Growth (Cayman), L.P.
Warburg Pincus Global Growth-B (Cayman), L.P.
Warburg Pincus Global Growth-E (Cayman), L.P.
Warburg Pincus Global Growth Partners (Cayman), L.P.
WP Global Growth Partners (Cayman), L.P.
Warburg Pincus China-Southeast Asia II (Cayman), L.P.
Warburg Pincus China-Southeast Asia II-E (Cayman), L.P.
WP China-Southeast Asia II Partners (Cayman), L.P.
Warburg Pincus China-Southeast Asia II Partners, L.P.
WSCP VIII EMP Onshore Investments, L.P.
WSCP VIII EMP Offshore Investments, L.P.
West Street Capital Partners VIII, L.P.
West Street Capital Partners VIII — Parallel, L.P.
WSCP VIII Offshore Investments, SLP
Goldman Sachs Asia Strategic II Pte. Ltd.
West Street Private Markets 2021, L.P.
Fosun Industrial Co., Limited
Shanghai Fosun Pharmaceutical (Group) Co., Ltd.
Advance Data Services Limited
Ma Huateng
Aspex Master Fund
AMF-7 Holdings Limited
Aspex Management (HK) Limited
Ho Kei Li
Roberta Lipson
Benjamin Lipson Plafker Trust
Daniel Lipson Plafker Trust
Jonathan Lipson Plafker Trust
Ariel Benjamin Lee Trust
Lipson 2021 GRAT
Yi Fang Da Sirius Inv. Limited
Zhong Yang Securities Limited
E Fund Management (Hong Kong) Co., Limited
Gaorong Partners Fund V, L.P.

Gaorong Partners Fund V-A, L.P.
Gaorong Partners V Ltd.
Smart Scene Investment Limited
Rosy Step Holdings Limited
Hysan Development Company Limited
LY Holding Co., Limited
NF SPAC Holding Limited
Sun Hing Associates Limited
Nan Fung Group Holdings Limited
Pioneer Link Investments Limited
Nan Fung Life Sciences Holdings Limited
NF Investment Holdings Limited
NewQuest Asia Fund IV (Singapore) Pte. Ltd.
Pleiad Asia Master Fund
Pleiad Asia Equity Master Fund
Pleiad Investment Advisors Limited
PSSF Unicorn II Ltd
PSSF Unicorn I Ltd
Proprium Real Estate Special Situations Fund, LP
Proprium Real Estate Special Situations Fund GP, LP
Proprium Real Estate Special Situations Fund GP, Ltd
Proprium Capital Partners, L.P.
Brave Peak Limited
Cherish Navigation Limited
Shimao Group Holdings Limited
Smart Will Investments Limited
MY Asian Opportunities Master Fund, L.P.
MY.Alpha Management HK Advisors Limited
Masahiko Yamaguchi
Yunqi China Special Investment A
Yunqi Capital Limited
HS Group Master Fund II Ltd.
Yunqi Capital Cayman Limited
HS Group (Hong Kong) Limited
Star Advantage Global Limited
Han Min
Golden Majestic Investments Limited
Luo Xiaohong
Apex Strategic Ventures Limited
Shi Yufeng
Junson Development International Limited
Silverland Assets Limited
The Cai Family Trust
Kui Cai
(Names of Persons Filing Statement)

Ordinary Shares, par value US$0.0001 per share
(Title of Class of Securities)

G6461G106
(CUSIP Number)

 
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

With copies to:

This statement is filed in connection with (check the appropriate box):

☐

The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities Exchange Act of 1934.

​

☐

The filing of a registration statement under the Securities Act of 1933.

​

☐

A tender offer

​

☒

None of the above

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Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☐

Check the following box if the filing is a final amendment reporting the results of the transaction: ☒

Calculation of Filing Fee

​

*

Calculated solely for the purpose of determining the filing fee in accordance with Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended. The Transaction Valuation is calculated based on the sum of (a) the aggregate cash payment for the proposed per share cash payment of US$12.00 for the 59,109,088 issued and outstanding Ordinary Shares subject to the proposed merger of Unicorn II Merger Sub Limited with and into the issuer, plus (b) the product of 19,405,000 warrants multiplied by US$3.00 per warrant (which is the sum of the proposed per warrant cash payment of US$2.70 and per warrant consent fee of US$0.30).

​

**

The amount of the filing fee, calculated in accordance with Exchange Act Rule 0-11(b)(1) and the Securities and Exchange Commission Fee Rate Advisory #1 for Fiscal Year 2022, was calculated by multiplying the Transaction Valuation by 0.0000927.

​

☑

Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting of the fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of this transaction, passed upon the merits or fairness of this transaction, or passed upon the adequacy or accuracy of the disclosure in this transaction statement on schedule 13e-3. Any representation to the contrary is a criminal offense.

 

TABLE OF CONTENTS

 

i

 

INTRODUCTION

This Amendment No. 2 to the Rule 13e-3 transaction statement on Schedule 13E-3 (“this Final Amendment”), together with the exhibits and annexes hereto (this “Schedule 13E-3”), is being filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), jointly by the following persons:

(a)   New Frontier Health Corporation, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), the issuer of the ordinary shares, par value US$0.0001 per share (each, an “Ordinary Share” and collectively, the “Ordinary Shares”), that is subject to the transaction pursuant to Rule 13e-3 under the Exchange Act;

(b)   Unicorn II Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“HoldCo”);

(c)   Unicorn II Parent Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of HoldCo (“Parent”);

(d)   Unicorn II Merger Sub Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”);

(e)   New Frontier Public Holding Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (“NFPH”);

(f)   New Frontier Capital II Limited, a company incorporated with limited liability under the laws of the British Virgin Islands;

(g)   New Frontier Group International Limited, a company incorporated with limited liability under the laws of the British Virgin Islands;

(h)   NF Founder Limited, a company incorporated with limited liability under the laws of the British Virgin Islands;

(i)   Strategic Healthcare Holding Ltd., a company incorporated with limited liability under the laws of the British Virgin Islands;

(j)   HMJ Holdings Limited, an exempted company incorporated with limited liability under the laws of Cayman Islands;

(k)   HMJ Holdings II Limited, an exempted company incorporated with limited liability under the laws of Cayman Islands;

(l)   HMJ Holdings III Limited, an exempted company incorporated with limited liability under the laws of Cayman Islands;

(m)   Unicorn Holding Partners LP, an exempted limited partnership formed under the laws of Cayman Islands;

(n)   Unicorn Holding Partners II LP, an exempted limited partnership formed under the laws of Cayman Islands;

(o)   Unicorn Holding Partners III LP, an exempted limited partnership formed under the laws of Cayman Islands;

(p)   Unicorn Holding Partners IV LP, an exempted limited partnership formed under the laws of Cayman Islands;

(q)   New Frontier Investment Management Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands;

(r)   New Frontier Investment Management II Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands;

 

1

 

(s)   New Frontier Investment Management III Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands;

(t)   New Frontier Investment Management IV Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands;

(u)   Kam Chung Leung, the chairman of the board of directors of the Company;

(v)   Carl Wu, the president of the Company;

(w)   Ying Zeng, the chief operating officer of the Company;

(x)   Carnival Investments Limited, a company affiliated with Kam Chung Leung and incorporated with limited liability under the laws of the British Virgin Islands;

(y)   Max Rising International Limited, a company affiliated with Carl Wu and incorporated with limited liability under the laws of the British Virgin Islands;

(z)   Vivo Capital Fund IX (Cayman), L.P., an exempted limited partnership organized under the laws of the Cayman Islands;

(aa)   Vivo Capital IX (Cayman), LLC, a limited liability company incorporated and existing under the laws of the Cayman Islands;

(bb)   Calcite Gem Investments Group Ltd, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands;

(cc)   Warburg Pincus (Callisto) Global Growth (Cayman), L.P., an exempted limited partnership formed under the laws of the Cayman Islands;

(dd)   Warburg Pincus (Europa) Global Growth (Cayman), L.P., an exempted limited partnership formed under the laws of the Cayman Islands;

(ee)   Warburg Pincus Global Growth-B (Cayman), L.P., an exempted limited partnership formed under the laws of the Cayman Islands;

(ff)   Warburg Pincus Global Growth-E (Cayman), L.P., an exempted limited partnership formed under the laws of the Cayman Islands;

(gg)   Warburg Pincus Global Growth Partners (Cayman), L.P., an exempted limited partnership formed under the laws of the Cayman Islands;

(hh)   WP Global Growth Partners (Cayman), L.P., an exempted limited partnership formed under the laws of the Cayman Islands;

(ii)   Warburg Pincus China-Southeast Asia II (Cayman), L.P., an exempted limited partnership formed under the laws of the Cayman Islands;

(jj)   Warburg Pincus China-Southeast Asia II-E (Cayman), L.P., an exempted limited partnership formed under the laws of the Cayman Islands;

(kk)   WP China-Southeast Asia II Partners (Cayman), L.P., an exempted limited partnership formed under the laws of the Cayman Islands;

(ll)   Warburg Pincus China-Southeast Asia II Partners, L.P., an exempted limited partnership formed under the laws of the Cayman Islands;

(mm)   WSCP VIII EMP Onshore Investments, L.P., a limited partnership formed under the laws of the State of Delaware;

(nn)   WSCP VIII EMP Offshore Investments, L.P., an exempted limited partnership formed under the laws of Cayman Islands;

 

2

 

(oo)   West Street Capital Partners VIII, L.P., a limited partnership formed under the laws of the State of Delaware;

(pp)   West Street Capital Partners VIII — Parallel, L.P., a limited partnership formed under the laws of the State of Delaware;

(qq)   WSCP VIII Offshore Investments, SLP, a special limited partnership formed under the laws of Luxembourg;

(rr)   Goldman Sachs Asia Strategic II Pte. Ltd., a limited liability company incorporated under the laws of Singapore;

(ss)   West Street Private Markets 2021, L.P., a limited partnership formed under the laws of the State of Delaware;

(tt)   Fosun Industrial Co., Limited, a company incorporated with limited liability under the laws of Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”);

(uu)   Shanghai Fosun Pharmaceutical (Group) Co., Ltd., a corporation organized under the laws of the People’s Republic of China (the “PRC”);

(vv)   Advance Data Services Limited, a company incorporated with limited liability under the laws of the British Virgin Islands;

(ww)   Ma Huateng, a citizen of the PRC;

(xx)   Aspex Master Fund, a company incorporated with limited liability under the laws of the Cayman Islands;

(yy)   AMF-7 Holdings Limited, a company incorporated with limited liability under the laws of the British Virgin Islands;

(zz)   Aspex Management (HK) Limited, a company incorporated with limited liability under the laws of Hong Kong;

(aaa)   Ho Kei Li, a citizen of Hong Kong;

(bbb)   Roberta Lipson, a national of the United States, Benjamin Lipson Plafker Trust, Daniel Lipson Plafker Trust, Jonathan Lipson Plafker Trust, Ariel Benjamin Lee Trust and Lipson 2021 GRAT;

(ccc)   Yi Fang Da Sirius Inv. Limited, a company incorporated under the laws of the British Virgin Islands;

(ddd)   Zhong Yang Securities Limited, a company incorporated and existing under the laws of Hong Kong;

(eee)   E Fund Management (Hong Kong) Co., Limited, a company incorporated and existing under the laws of Hong Kong;

(fff)   Gaorong Partners Fund V, L.P., a limited partnership established under the laws of the Cayman Islands;

(ggg)   Gaorong Partners Fund V-A, L.P., a limited partnership established under the laws of the Cayman Islands;

(hhh)   Gaorong Partners V Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands;

(iii)   Smart Scene Investment Limited, a company incorporated with limited liability under the laws of Hong Kong;

(jjj)   Rosy Step Holdings Limited, a company incorporated with limited libaility under the laws of the British Virgin Islands;

 

3

 

(kkk)   Hysan Development Company Limited, a company incorporated and existing under the laws of Hong Kong;

(lll)   LY Holding Co., Limited, a company incorporated with limited liability under the laws of the British Virgin Islands;

(mmm)   NF SPAC Holding Limited, a company incorporated with limited liability under the laws of the British Virgin Islands;

(nnn)   Sun Hing Associates Limited, a company incorporated with limited liability under the laws of the British Virgin Islands;

(ooo)   Nan Fung Group Holdings Limited, a company incorporated with limited liability under the laws of the British Virgin Islands;

(ppp)   Pioneer Link Investments Limited, a company incorporated with limited liability under the laws of the British Virgin Islands;

(qqq)   Nan Fung Life Sciences Holdings Limited, a company incorporated with limited liability under the laws of the British Virgin Islands;

(rrr)   NF Investment Holdings Limited, a company incorporated with limited liability under the laws of the British Virgin Islands;

(sss)   NewQuest Asia Fund IV (Singapore) Pte. Ltd., a company incorporated under the laws of Singapore;

(ttt)   Pleiad Asia Master Fund, a company incorporated under the laws of the Cayman Islands;

(uuu)   Pleiad Asia Equity Master Fund, a company incorporated under the laws of the Cayman Islands;

(vvv)   Pleiad Investment Advisors Limited, a company incorporated under the laws of Hong Kong;

(www)   PSSF Unicorn II Ltd, a company incorporated and existing under the laws of the Cayman Islands;

(xxx)   PSSF Unicorn I Ltd, a company incorporated and existing under the laws of the Cayman Islands;

(yyy)   Proprium Real Estate Special Situations Fund, LP, a limited partnership formed under the laws of the Cayman Islands;

(zzz)   Proprium Real Estate Special Situations Fund GP, LP, a limited partnership formed under the laws of the Cayman Islands;

(aaaa)   Proprium Real Estate Special Situations Fund GP, Ltd, a company incorporated and existing under the laws of the Cayman Islands;

(bbbb)   Proprium Capital Partners, L.P., a limited partnership formed under the laws of the State of Delaware;

(cccc)   Brave Peak Limited, a company incorporated with limited liability under the laws of the British Virgin Islands;

(dddd)   Cherish Navigation Limited, a company incorporated with limited liability under the laws of the British Virgin Islands;

(eeee)   Shimao Group Holdings Limited, a company incorporated and existing under the laws of the Cayman Islands;

(ffff)   Smart Will Investments Limited, a company incorporated with limited liability under the laws of the British Virgin Islands;

 

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(gggg)   MY Asian Opportunities Master Fund, L.P., a hedge fund incorporated with limited liability under the laws of the Cayman Islands;

(hhhh)   MY.Alpha Management HK Advisors Limited, an asset management firm incorporated in Hong Kong;

(iiii)   Masahiko Yamaguchi, a Japanese citizen;

(jjjj)   Yunqi China Special Investment A, a company incorporated with limited liability under the laws of the Cayman Islands;

(kkkk)   Yunqi Capital Limited, a company incorporated in Hong Kong;

(llll)   HS Group Master Fund II Ltd., a company incorporated with limited liability under the laws of the Cayman Islands;

(mmmm)   Yunqi Capital Cayman Limited, a company incorporated with limited liability under the laws of the Cayman Islands;

(nnnn)   HS Group (Hong Kong) Limited, a company incorporated in Hong Kong;

(oooo)   Star Advantage Global Limited, a company incorporated and existing under the laws of the British Virgin Islands;

(pppp)   Han Min, a citizen of Hong Kong;

(qqqq)   Apex Strategic Ventures Limited, a company incorporated and existing under the laws of the British Virgin Islands;

(rrrr)   Shi Yufeng, a citizen of Hong Kong;

(ssss)   Golden Majestic Investments Limited, a company incorporated and existing under the laws of the British Virgin Islands;

(tttt)   Luo Xiaohong, a citizen of the PRC;

(uuuu)   Junson Development International Limited, a company incorporated and existing under the laws of the British Virgin Islands;

(vvvv)   Silverland Assets Limited, a limited company incorporated and existing under the laws of the British Virgin Islands;

(wwww)   The Cai Family Trust, a trust established under and governing by the laws of the Cayman Islands; and

(xxxx)   Kui Cai, a citizen of Hong Kong.

This Final Amendment is being filed pursuant to Rule 13e-3(d)(3) to report the results of the transaction that is the subject of the Schedule 13E-3.

All capitalized terms used in this Final Amendment and not otherwise defined have the meanings ascribed to such terms in the Schedule 13E-3, including the proxy statement attached as exhibit (a)-(1) to the Schedule 13E-3.

Item 15   Additional Information

Item 15(c) is hereby amended and supplemented as follows:

On January 26, 2022, the Company and Merger Sub filed the Plan of Merger with the Registrar of Companies of the Cayman Islands, which was registered by the Registrar of Companies of the Cayman Islands as of January 26, 2022, pursuant to which the Merger became effective on January 26, 2022. As a result of the Merger, the Company became a wholly owned subsidiary of Parent.

 

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At the Effective Time, each Ordinary Share issued and outstanding immediately prior to the Effective Time was cancelled in exchange for the right to receive US$12.00 per share in cash without interest, except for (a) Ordinary Shares held by HoldCo, Parent, Merger Sub, the Company (as treasury shares) or any of their direct or indirect subsidiaries, which were cancelled and ceased to exist without payment of any consideration or distribution therefor, (b) certain Ordinary Shares held by the Rollover Securityholders, which were cancelled and ceased to exist in exchange for the right of each such holder or its designated entities to receive a corresponding amount of equity securities of HoldCo, and (c) Ordinary Shares owned by holders who have validly exercised and not effectively withdrawn or lost their rights to dissent from the Merger pursuant to Section 238 of the Cayman Islands Companies Act, which were cancelled and ceased to exist in exchange for the right to receive only the payment of fair value of such Ordinary Shares determined in accordance with Section 238 of the Cayman Islands Companies Act.

At the Effective Time, each Warrant that was issued and outstanding immediately prior to the Effective Time (other than the Warrants held by NFPH) was cancelled and ceased to exist in exchange for the right to receive US$2.70 per Warrant in cash without interest. In addition, in respect of each Warrant (other than the Warrants held by NFPH) for which the holder thereof had timely provided consent to the Warrant Amendment and had not revoked such consent prior to the deadline established by the Company for the warrantholders to submit consents, the holder of such Warrant will receive, for each such Warrant, a consent fee of US$0.30 in cash without interest.

In addition, at the Effective Time, the Company terminated the Company Equity Plan and all relevant award agreements entered into under the Company Equity Plan, and (a) each Company Option granted by the Company pursuant to the Company Equity Plan, whether vested or unvested, that was outstanding prior to the Effective Time was cancelled in exchange for the right to receive, in accordance with the HoldCo Share Plan, an option to purchase the same number of shares of HoldCo as the total number of the Ordinary Shares subject to such Company Option immediately prior to the Effective Time, at a per share exercise price equal to the applicable exercise price underlying the Company Option immediately prior to the Effective Time, subject to and in accordance with the terms of the Company Equity Plan and the relevant Company Option agreement in effect immediately prior to the Effective Time (with continuation of the applicable vesting terms); and (b) each Company RSU Award, whether vested or unvested, that was outstanding prior to the Effective Time was cancelled in exchange for the right to receive, in accordance with the HoldCo Share Plan, one restricted stock unit to acquire the same number of shares of HoldCo as the total number of Ordinary Shares subject to such Company RSU Award immediately prior to the Effective Time, subject to and in accordance with the terms of the Company Equity Plan and the relevant Company RSU Award agreement in effect immediately prior to the Effective Time (with continuation of the applicable vesting terms).

As a result of the Merger, the Ordinary Shares and Warrants will no longer be listed on any securities exchange or quotation system, including the NYSE, and the Company will cease to be a publicly traded company. The Company has requested NYSE to file an application on Form 25 with the SEC notifying the SEC of the delisting of the Ordinary Shares and Warrants on NYSE and the deregistration of the Company’s registered securities. The deregistration will become effective 90 days after the filing of Form 25 or such shorter period as may be determined by the SEC. The Company intends to suspend its reporting obligations under the Exchange Act by filing a Form 15 with the SEC in approximately 10 days following the filing of the Form 25. The Company’s obligations to file with the SEC certain reports and forms, including Form 20-F and Form 6-K, will be suspended immediately as of the filing date of the Form 15 and will terminate once the deregistration becomes effective.

Item 16   Exhibits

(a)-(1)

Proxy and Consent Solicitation Statement of the Company dated December 2, 2021.

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(a)-(2)

Notice of Extraordinary General Meeting of Shareholders of the Company, incorporated herein by reference to the proxy statement.

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(a)-(3)

Notice of Consent Solicitation for Warrantholders of the Company, incorporated herein by reference to the proxy statement.

​

(a)-(4)

Form of Proxy Card, incorporated herein by reference to Annex G to the proxy statement.

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6

 

(a)-(5)

Form of Consent, incorporated herein by reference to Annex H to the proxy statement.

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(a)-(6)

Press Release issued by the Company, dated August 4, 2021, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 6-K furnished by the Company to the SEC on August 4, 2021.

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(a)-(7)

Press Release issued by the Company, dated December 2, 2021, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 6-K furnished by the Company to the SEC on December 2, 2021.

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(a)-(8)

Press Release issued by the Company, dated January 7, 2022, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 6-K furnished by the Company to the SEC on January 7, 2022.

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(a)-(9)

Press Release issued by the Company, dated January 26, 2022, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 6-K furnished by the Company to the SEC on January 26, 2022.

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(b)-(1)

Facilities Agreement, dated December 1, 2021, by and between Merger Sub, Parent, the Agent and the Lenders, incorporated herein by reference to Exhibit 99.9 to the Schedule 13D filed by New Frontier Public Holding Ltd., Strategic Healthcare Holding Ltd., Carnival Investments Limited, Kam Chung Leung, Roberta Lipson, Max Rising International Limited, Carl Wu, Ying Zeng, Vivo Capital IX (Cayman), LLC, NF SPAC Holding Limited, Sun Hing Associates Limited, Nan Fung Group Holdings Limited, Brave Peak Limited, Aspex Master Fund, Aspex Management (HK) Limited, Li Ho Kei, Smart Scene Investment Limited, LY Holding Co., Limited, Advance Data Services Limited, Yunqi China Special Investment A, MY Asian Opportunities Master Fund, L.P., Smart Will Investments Limited, Fosun Industrial Co., Limited and Shanghai Fosun Pharmaceutical (Group) Co., Ltd. on December 2, 2021.

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(b)-(2)

Amendment and Restatement Deed, dated December 1, 2021, by and between NF Unicorn Chindex Holding Limited, Chindex International Inc., the lenders listed therein, and Shanghai Pudong Development Bank Co., Ltd. Putuo Sub-Branch as agent, incorporated herein by reference to Exhibit 99.10 to the Schedule 13D filed by New Frontier Public Holding Ltd., Strategic Healthcare Holding Ltd., Carnival Investments Limited, Kam Chung Leung, Roberta Lipson, Max Rising International Limited, Carl Wu, Ying Zeng, Vivo Capital IX (Cayman), LLC, NF SPAC Holding Limited, Sun Hing Associates Limited, Nan Fung Group Holdings Limited, Brave Peak Limited, Aspex Master Fund, Aspex Management (HK) Limited, Li Ho Kei, Smart Scene Investment Limited, LY Holding Co., Limited, Advance Data Services Limited, Yunqi China Special Investment A, York Asian Opportunities Master Fund, L.P., Smart Will Investments Limited, Fosun Industrial Co., Limited and Shanghai Fosun Pharmaceutical (Group) Co., Ltd. on December 2, 2021.

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(b)-(3)*

Equity Commitment Letter, dated August 4, 2021, entered into by and between Aspex Master Fund and HoldCo.

​

(b)-(4)*

Equity Commitment Letter, dated August 4, 2021, entered into by and between Yi Fang Da Sirius Inv. Limited and HoldCo.

​

(b)-(5)*

Equity Commitment Letter, dated August 4, 2021, entered into by and between Gaorong Partners Fund V, L.P., Gaorong Partners Fund V-A, L.P. and HoldCo.

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(b)-(6)*

Equity Commitment Letter, dated August 4, 2021, entered into by and between WSCP VIII EMP Onshore Investments, L.P., WSCP VIII EMP Offshore Investments, L.P., West Street Capital
Partners VIII, L.P., West Street Capital Partners VIII — Parallel, L.P., WSCP VIII Offshore Investments, SLP, Goldman Sachs Asia Strategic II Pte. Ltd., West Street Private Markets 2021, L.P. and HoldCo.

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(b)-(7)*

Equity Commitment Letter, dated August 4, 2021, entered into by and between NewQuest Asia Fund IV (Singapore) Pte. Ltd. and HoldCo.

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7

 

(b)-(8)*

Equity Commitment Letter, dated August 4, 2021, entered into by and between Pleiad Asia Master Fund, Pleiad Asia Equity Master Fund and HoldCo.

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(b)-(9)*

Equity Commitment Letter, dated August 4, 2021, entered into by and between Proprium Real Estate Special Situations Fund, LP and HoldCo.

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(b)-(10)*

Equity Commitment Letter, dated August 4, 2021, entered into by and between Unicorn Holding Partners LP and HoldCo.

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(b)-(11)*

Equity Commitment Letter, dated August 4, 2021, entered into by and between Warburg Pincus (Callisto) Global Growth (Cayman), L.P., Warburg Pincus (Europa) Global Growth (Cayman), L.P., Warburg Pincus Global Growth-B (Cayman), L.P., Warburg Pincus Global Growth-E (Cayman), L.P., Warburg Pincus Global Growth Partners (Cayman), L.P., WP Global Growth Partners (Cayman), L.P., Warburg Pincus China-Southeast Asia II (Cayman), L.P., Warburg Pincus China-Southeast Asia II-E (Cayman), L.P., WP China-Southeast Asia II Partners (Cayman), L.P. and Warburg Pincus China-Southeast Asia II Partners, L.P. (collectively, “Warburg Entities”) and HoldCo.

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(b)-(12)*

Equity Commitment Letter, dated August 4, 2021, entered into by and between Yunqi China Special Investment A and HoldCo.

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(c)-(1)

Opinion of Duff & Phelps, A Kroll Business Kroll, LLC, dated August 4, 2021, incorporated herein by reference to Annex D to the proxy statement.

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(c)-(2)*

Discussion Materials prepared by Duff & Phelps A Kroll Business operating as Kroll, LLC for discussion with the special committee of the board of directors of the Company, dated August 4, 2021.

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(d)-(1)

Agreement and Plan of Merger, dated August 4, 2021, by and among the Company, HoldCo, Parent and Merger Sub, incorporated herein by reference to Annex A to the proxy statement.

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(d)-(2)

Form of Amendment to Warrant Agreement, incorporated herein by reference to Annex C to the proxy statement.

​

(d)-(3)

Support Agreement, dated August 4, 2021, by and among HoldCo, New Frontier Public Holding Ltd., Strategic Healthcare Holding Ltd., Max Rising International Limited, Ying Zeng, Carnival Investments Limited, Vivo Capital Fund IX (Cayman), L.P., NF SPAC Holding Limited, Sun Hing Associates Limited, Nan Fung Group Holdings Limited, Brave Peak Limited, Aspex Master Fund, Roberta Lipson, Benjamin Lipson Plafker Trust, Daniel Lipson Plafker Trust, Jonathan Lipson Plafker Trust, Ariel Benjamin Lee Trust and Lipson 2021 GRAT, Advance Data Services Limited, Yunqi China Special Investment A, Smart Scene Investment Limited, MY Asian Opportunities Master Fund, L.P., Smart Will Investments Limited, LY Holding Co., Limited, Fosun Industrial Co., Limited, Star Advantage Global Limited, Apex Strategic Ventures Limited, Golden Majestic Investments Limited and Junson Development International Limited, incorporated herein by reference to Exhibit 99.6 to the Schedule 13D filed by New Frontier Public Holding Ltd., Strategic Healthcare Holding Ltd., Carnival Investments Limited, Kam Chung Leung, Roberta Lipson, Max Rising International Limited, Carl Wu, Ying Zeng, Vivo Capital IX (Cayman), LLC, NF SPAC Holding Limited, Sun Hing Associates Limited, Nan Fung Group Holdings Limited, Brave Peak Limited, Aspex Master Fund, Aspex Management (HK) Limited, Li Ho Kei, Smart Scene Investment Limited, LY Holding Co., Limited, Advance Data Services Limited, Yunqi China Special Investment A, MY Asian Opportunities Master Fund, L.P., Smart Will Investments Limited, Fosun Industrial Co., Limited and Shanghai Fosun Pharmaceutical (Group) Co., Ltd. on August 6, 2021.

​

(d)-(4)*

Limited Guarantee, dated August 4, 2021, issued and delivered by Unicorn Holding Partners LP to the Company.

​

(d)-(5)*

Limited Guarantee, dated August 4, 2021, issued and delivered by Aspex Master Fund to the Company.

​

(d)-(6)*

Limited Guarantee, dated August 4, 2021, issued and delivered by Yunqi China Special Investment A to the Company.

​

 

8

 

(d)-(7)*

Limited Guarantee, dated August 4, 2021, issued and delivered by WSCP VIII EMP Onshore Investments, L.P., WSCP VIII EMP Offshore Investments, L.P., West Street Capital Partners VIII, L.P., West Street Capital Partners VIII — Parallel, L.P., WSCP VIII Offshore Investments, SLP, Goldman Sachs Asia Strategic II Pte. Ltd. and West Street Private Markets 2021, L.P. to the Company.

​

(d)-(8)*

Limited Guarantee, dated August 4, 2021, issued and delivered by Warburg Entities to the Company.

​

(d)-(9)*

Limited Guarantee, dated August 4, 2021, issued and delivered by Proprium Real Estate Special Situations Fund, LP to the Company.

​

(d)-(10)*

Limited Guarantee, dated August 4, 2021, issued and delivered by Yi Fang Da Sirius Inv. Limited to the Company.

​

(d)-(11)*

Limited Guarantee, dated August 4, 2021, issued and delivered by Gaorong Partners Fund V, L.P. and Gaorong Partners Fund V-A, L.P. to the Company.

​

(d)-(12)*

Limited Guarantee, dated August 4, 2021, issued and delivered by Pleiad Asia Master Fund and Pleiad Asia Equity Master Fund to the Company.

​

(d)-(13)*

Limited Guarantee, dated August 4, 2021, issued and delivered by NewQuest Asia Fund IV (Singapore) Pte. Ltd. to the Company.

​

(d)-(14)

Consortium Agreement, dated February 9, 2021, by and among New Frontier Public Holding Ltd., Carnival Investments Limited, Roberta Lipson and trusts affiliated with Roberta Lipson, Max Rising International Limited, Ying Zeng, Vivo Capital Fund IX (Cayman), L.P., NF SPAC Holding Limited, Sun Hing Associates Limited, Brave Peak Limited, Aspex Master Fund, Smart Scene Investment Limited and LY Holding Co., Limited, incorporated herein by reference to Exhibit 1 to the Schedule 13D filed by New Frontier Public Holding Ltd., Carnival Investments Limited, Kam Chung Leung, Roberta Lipson, Max Rising International Limited, Carl Wu, Ying Zeng, Vivo Capital IX (Cayman), LLC, NF SPAC Holding Limited, Sun Hing Associates Limited, Nan Fung Group Holdings Limited, Brave Peak Limited, Aspex Master Fund, Aspex Management (HK) Limited, Li Ho Kei, Smart Scene Investment Limited and LY Holding Co., Limited on February 16, 2021.

​

(d)-(15)

Interim Investors Agreement, dated August 4, 2021, by and among HoldCo, Parent, Merger Sub, New Frontier Public Holding Ltd., Strategic Healthcare Holding Ltd. Carnival Investments Limited, Max Rising International Limited, Ying Zeng, HMJ Holdings Limited, Vivo Capital Fund IX (Cayman), L.P., NF SPAC Holding Limited, Sun Hing Associates Limited, Nan Fung Group Holdings Limited, Brave Peak Limited, Aspex Master Fund, AMF-7 Holdings Limited, Roberta Lipson, Benjamin Lipson Plafker Trust, Daniel Lipson Plafker Trust, Jonathan Lipson Plafker Trust, Ariel Benjamin Lee Trust and Lipson 2021 GRAT, Advance Data Services Limited, Yunqi China Special Investment A, Smart Scene Investment Limited, MY Asian Opportunities Master Fund, L.P., Smart Will Investments Limited, LY Holding Co., Limited, Fosun Industrial Co., Limited, WSCP VIII EMP Onshore Investments, L.P., WSCP VIII EMP Offshore Investments, L.P., West Street Capital Partners VIII, L.P., West Street Capital Partners VIII —  Parallel, L.P., WSCP VIII Offshore Investments, SLP, Goldman Sachs Asia Strategic II Pte. Ltd., West Street Private Markets 2021, L.P., Calcite Gem Investments Group Ltd, PSSF Unicorn II Ltd, Yi Fang Da Sirius Inv. Limited, Gaorong Partners Fund V, L.P. and Gaorong Partners Fund V-A, L.P., Pleiad Asia Master Fund, Pleiad Asia Equity Master Fund, NewQuest Asia Fund IV (Singapore) Pte. Ltd., HMJ Holdings II Limited, HMJ Holdings III Limited, Star Advantage Global Limited, Apex Strategic Ventures Limited, Golden Majestic Investments Limited and Junson Development International Limited, incorporated herein by reference to Exhibit 99.7 to the Schedule 13D filed by New Frontier Public Holding Ltd., Strategic Healthcare Holding Ltd., Carnival Investments Limited, Kam Chung Leung, Roberta Lipson, Max Rising International Limited, Carl Wu, Ying Zeng, Vivo Capital IX (Cayman), LLC, NF SPAC Holding Limited, Sun Hing Associates Limited, Nan Fung Group Holdings Limited, Brave Peak Limited, Aspex Master Fund, Aspex Management (HK) Limited, Li Ho Kei, Smart Scene Investment Limited, LY Holding Co., Limited, Advance Data Services Limited, Yunqi China Special Investment A, MY Asian

​

 

9

 

Opportunities Master Fund, L.P., Smart Will Investments Limited, Fosun Industrial Co., Limited and Shanghai Fosun Pharmaceutical (Group) Co., Ltd. on August 6, 2021.

(d)-(16)*

Management Rollover Agreement, dated October 5, 2021, by and among HoldCo, HMJ Holdings II Limited and certain other parties therein.

​

(d)-(17)*

Rollover Agreement, dated October 5, 2021, by and among HoldCo, HMJ Holdings III Limited and certain other parties therein.

​

(d)-(18)*

Rollover Agreement, dated December 2, 2021, by and among HoldCo, HMJ Holdings III Limited and certain other parties therein.

​

(f)-(1)

Dissenters’ Rights, incorporated herein by reference to the section entitled “Dissenters’ Rights” in the proxy statement.

​

(f)-(2)

Section 238 of the Cayman Islands Companies Act Cap. 22 (Law 3 of 1961, as consolidated and revised), incorporated herein by reference to Annex E to the proxy statement.

​

(g)

Not applicable.

​

*

Previously filed.

​

 

10

 

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: January 27, 2022