Town Health and Ping An Insurance (Group) Company of China, Ltd. Join Forces to Develop and Manage Clinic Chain in Pearl River ...(JointVenture Company including clinic op...),Health

Date:4/9/2008

Joint Venture Company, including clinic operation and management, medical equipment maintenance, recruitment, staff training, clinic chain information technology system and drugs and medicine supply system. The aggregate management fee to be received by the Group from the Joint Venture Company in five fiscal years during the term of the consultancy agreement is to be based on the net profit of the Joint Venture Company, shall be capped at RMB22.5 million (equivalent to approximately HK$24.75 million).

Ping An Group may become the Group's second major shareholder

The Group conditionally agreed to grant the call option to Ping An Trust Co. pursuant to which it shall have the right to subscribe for up to 3,393,583,143 new shares, representing approximately 19.99% of the existing issued share capital of the Group in a twenty months call option period. The option shares will be issued at the exercise price which is HK$0.12 per option share or the average closing price of the five consecutive trading days immediately preceding the exercising of the call option, whichever is the lower. The fixed exercise price of HK$0.12 per option share represents:

(i) a discount of 20% to the closing price of HK$0.15 per share as quoted

on the Stock Exchange on 28 March 2008, being the last trading day

prior to the date of the call option agreement; and

(ii) a discount of approximately 16.67% to the average closing price of

HK$0.144 per share as quoted on the Stock Exchange over the last

five consecutive trading days up to and including 28 March 2008.

The 3,393,583,143 option shares represent approximately 19.99% of the existing issued share capital of the Group and approximately 16.67% of the issued share capital of the Group as enlarged by the issue and allotment of the option shares.

Adjustments and anti-dilution mechanism

During the call option period, the Group shall entitle the sharehol
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SOURCE Town Health International Holdings Co. Ltd. Copyright©2008 PR Newswire. All rights reserved

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