Town Health and Ping An Insurance (Group) Company of China, Ltd. Join Forces to Develop and Manage Clinic Chain in Pearl River ...(nvest equally (50:50) to the PingAn trus...),Health

Date:4/9/2008

nvest equally (50:50) to the Ping An trust scheme agreement, in its capacity as trustee for the implementation of the clinic project by acquiring of initially 80% equity interest in the Joint Venture Company ("Joint Venture Company"). Upon the indirect acquisition of 40% equity interest in the Joint Venture Company, it is the intention of the Group to treat such acquisition as an investment in an associated company.

The Joint Venture Company will participate in the operation of the clinic chain. It will principally be engaged in the operation and management of medical institutes, including but not limited to medical institutes, community clinics and chain clinics in Guangdong Province of the PRC.

Guangdong Town Health (being an agent of the Company) and Ping An Trust Co. will enter into the trust scheme agreement for a term of 10 years. Pursuant to the trust scheme agreement, Guangdong Town Health and a qualified Ping An subsidiary company shall establish a special trust with an initial fund of RMB 300 million (equivalent to approximately HK$330 million), which will be contributed by a qualified Ping An subsidiary company and Guangdong Town Health in cash in two tranches on 1:1 ratio (each party to duly make its contribution of RMB150 million). Depending on the funding requirements of the Joint Venture Company in future, the total fund of Ping An Trust may be increased to RMB500 million, subject to approval by the parties to the framework agreement and board of directors of the Joint Venture Company.

Town Health to Enter into the Management Consultancy Agreement with the Joint Venture Company

After the Joint Venture Company has been established, the Group or its nominee shall enter into a management consultancy agreement with the Joint Venture Company for a term of 5 years. According to the management consultancy agreement, the Group or its nominee shall provide consultancy and management services to all the chain clinics operated by the
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SOURCE Town Health International Holdings Co. Ltd. Copyright©2008 PR Newswire. All rights reserved

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