Discloseable Transaction: Construction Contract

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(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2389) DISCLOSEABLE TRANSACTION: CONSTRUCTION CONTRACT

The Board is pleased to announce that on 11 July 2017, Beijian Inland Port (an indirect non- wholly owned subsidiary of the Company) and Beijing Urban Construction entered into the Construction Contract, pursuant to which Beijing Urban Construction will provide certain construction services to Beijian Inland Port. The principal terms of which are as follows:

THE CONSTRUCTION CONTRACT Date: 11 July 2017

Parties: 1. 北京北建陸港國際物流有限公司(Beijing Beijian Inland Port International Logistics Co., Ltd.*), an indirect non-wholly owned subsidiary of the Company; and

2. Beijing Urban Construction Yatai Group Co., Ltd.

To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, Beijing Urban Construction and its ultimate beneficial owners are the independent third parties independent of the Company and its connected persons (as defined under the Listing Rules).

Scope of construction: All construction works in relation to the warehouse project to be erected on a piece of land of the Group located at No. 1 Dongsihuan Nanlu, Chaoyang District, Beijing, the PRC as stated in the relevant blueprints, including construction of foundation and base, main structure, building decoration, roof building, water supply, drainage, thermal system, ventilation and air conditioning, electricity supply, smart building, elevator system and outdoor construction works, etc.

The construction work is expected to be completed on or about 6 August 2019.

Consideration: The Consideration payable by Beijian Inland Port is as follows:

RMB299,886,596 (equivalent to approximately HK$344,479,733) (tax inclusive).

The Consideration was determined after arm's length negotiations with reference to the expected scope and complexity of the construction works to be carried out, the costs of material and labour costs estimated to be incurred, and the prevailing market prices for carrying out construction works of comparable scale and complexity.

Payment terms: The Consideration of RMB299,886,596 (equivalent to approximately HK$344,479,733) shall be paid by Beijian Inland Port in the following manner:

1. 7.46% of the Consideration (i.e. RMB22,360,998, equivalent to approximately HK$25,686,078) will be counted as prepayment, of which, RMB19,370,956 (equivalent to approximately HK$22,251,417) shall be paid upon the submission of prepayment guarantees and special invoices of value-added tax by the contractor and such documents were approved by Beijian Inland Port; the remaining RMB2,990,042 (equivalent to approximately HK$3,434,661) shall be paid within 7 days before commencing the construction work;

2. 95% of the Consideration (including the prepayment stated in item (1)) (i.e. RMB284,892,266, equivalent to approximately HK$327,255,746) shall be paid within 28 days upon receipt of the application form of progress payment by supervisors as required under the contract (net of the deduction as required under the contract); and the prepayment stated in item (1) will be equally apportioned to set off the third to sixth instalment of the progress payment; and

3. The remaining 5% of the Consideration (i.e. RMB14,994,330, equivalent to approximately HK$17,223,987) will be counted as retention money for the construction work and shall be paid within 14 days from the date of the second anniversary of the inspection and acceptance of the construction works.

As stated in the circular of the Company dated 20 June 2017, on 13 April 2017,北京陸港國際物流有限公司(Beijing Inland Port International Logistics Co., Ltd.*), an indirect non-wholly owned subsidiary of the Company, and 北京融輝酒店管理有限 公司(Beijing Ronghui Hotel Management Limited*) ("Beijing Ronghui") entered into a sale and purchase agreement in relation to the disposal of the entire equity interests of Beijian Inland Port (the "Disposal"). The Company expects the Disposal will be completed before 31 July 2017, therefore, the Board expected that the Consideration shall be paid by Beijing Ronghui.

In the event that the Disposal fails to complete, the Consideration will be financed by the internal resources of the Group, and may also be partially funded by bank borrowings. The amount of bank borrowings will be determined by the Board after taking account into certain factors such as the financial status and cash flow of the Group and the prevailing interest rates.

INFORMATION OF THE GROUP

The Company is an investment holding company. The Group is principally engaged in the provision of medical care, health care and geriatric care related services and products.

Beijian Inland Port, a company established in the PRC with limited liability, is principally engaged in development of medical treatment related properties. As at the date of this announcement, Beijian Inland Port is an indirect non-wholly owned subsidiary of the Company.

INFORMATION OF BEIJING URBAN CONSTRUCTION

Established in 1994, Beijing Urban Construction is the state's large scaled, class 1 construction enterprise with a credit rating of AAA. It has (i) country-level, A grade qualifications in respect of eight areas including housing construction, municipal utilities, building decoration, protection of cultural relics, gardening and ancient architecture, steel structure, mechanical and electrical equipment installation as well as heavy lift equipment installation; (ii) class-A qualifications on international construction contracting, real estate development and architectural design; and (iii) special equipment installation, modification and maintenance permits.

REASONS FOR AND BENEFITS OF THE TRANSACTION

Beijian Inland Port is currently in the process of investing and constructing a new industrial park in Beijing. As a legally qualified construction company with a good reputation, Beijing Urban Construction has been selected through a tender process, and is able to provide Beijian Inland Port with related construction services so as to satisfy the construction requirements of the new industrial park.

The Board has considered that the Construction Contract has been entered into on normal commercial terms and the terms thereto are fair and reasonable. The Transaction contemplated thereunder is in the interests of the Company and its shareholders as a whole.

LISTING RULES IMPLICATIONS

As at least one of the applicable percentage ratios set out under Rule 14.07 of the Listing Rules in respect of the Transaction are more than 5% but less than 25%, the Transaction constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules and is therefore subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.