Life Healthcare : COMPLETION OF PLACING OF NEW SHARES UNDER GENERAL MANDATE

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

COMPLETION OF PLACING OF NEW SHARES

UNDER GENERAL MANDATE

Placing Agent

Reference is made to the announcement of Life Healthcare Group Limited (the "Company") dated 30 July 2020 in relation to the Placing (the "Announcement"). Capitalised terms used herein shall have the same meanings as defined in the Announcement unless otherwise stated herein.

COMPLETION OF THE PLACING

The Board is pleased to announce that all the conditions of the Placing set out in the Placing Agreement had been fulfilled and completion of the Placing took place on 17 August 2020. An aggregate of 1,070,840,000 Placing Shares have been successfully placed by the Placing Agent to not less than six Placees at the Placing Price of HK$0.028 per Placing Share pursuant to the terms and conditions of the Placing Agreement.

Upon completion of the Placing, an aggregate of 714,000,000 Placing Shares have been placed to Pioneer Environmental International Industries Company Limited ("Pioneer Environmental"), one of the Placees, representing approximately 11.11% of the entire issued share capital of the Company immediately after completion of the Placing. As such, Pioneer Environmental has become a substantial Shareholder immediately after completion of the Placing. To the best of the Directors' knowledge, information and belief after having made

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all reasonable enquiries, (i) each of the Placees and where appropriate, their respective ultimate beneficial owners, is an Independent Third Party; and (ii) save and except for Pioneer Environmental, none of the Placees has become a substantial Shareholder (as defined under the Listing Rules) upon Completion.

The gross proceeds from the Placing is approximately HK$29.98 million and the net proceeds from the Placing (after deducting the placing commission for the Placing and other relevant expenses) is approximately HK$29.21 million. The Company intends to apply (i) approximately HK$26 million or more of the net proceeds for expansion of existing business and/or acquisition of and/or investment in business(es) in relation to healthcare products and services business when opportunities arise; and (ii) the remaining proceeds, if any, for the general working capital of the Group.

EFFECTS ON SHAREHOLDING STRUCTURE OF THE COMPANY

The shareholding structure of the Company immediately before and after completion of the Placing are as follows:

	Immediately before	Immediately after
Name of Shareholders	completion of the Placing	completion of the Placing
	Number		Approximate	Number	Approximate
	of Shares	%		of Shares	%
Substantial Shareholder:
Powerful Software
Limited (Note 1)	1,541,063,057	28.78		1,541,063,057		23.98
王泉森	1,425,020,398	26.61		1,425,020,398		22.18
Pioneer Environmental
(Note 2)	-		-	714,000,000		11.11
Public Shareholders:
Placees (other than
Pioneer Environmental)	-		-	356,840,000		5.56
Others	2,388,201,845	44.61		2,388,201,845		37.17
Total
5,354,285,300	100.00		6,425,125,300		100.00

Notes:

1. These interests are held by Powerful Software Limited which is owned as to 65% and 35% by Merry Cycle Enterprises Limited and Gorgeous Moment Holdings Limited respectively. Merry Cycle Enterprises Limited is wholly-owned by Mr. Hua Yunbo while Gorgeous Moment Holdings Limited is wholly-owned by Ms. Shan Hua. Mr. Hua Yunbo and Ms. Shan Hua are therefore deemed to be interested in all the shares of the Company held by Powerful Software Limited for the purpose of the SFO. Mr. Hua Yunbo was an executive Director of the Company until his resignation with effect from 17 January 2020. Ms. Shan Hua is a non-executive Director of the Company.

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1. Pioneer Environmental is wholly owned by Mr. Yu Chi Fook. Pioneer Environmental and its ultimate beneficial owner Mr. Yu Chi Fook were Independent Third Parties prior to completion of the Placing. Immediately after completion of the Placing, Pioneer Environmental has become a substantial Shareholder and a connected person (as defined under the Listing Rules) of the Company.

By order of the Board

Life Healthcare Group Limited

Xu Xueping

Executive Director

Hong Kong, 17 August 2020

As at the date of this announcement, the Board comprises:

Executive Directors:	Independent Non-executive Directors:
Mr. Xu Xueping (Chairman)	Mr. Liu Xinghua
Mr. Man Wai Lun	Mr. Zheng Chunlei
Mr. Yang Zhiying	Mr. Cheng Chun Man
Non-executive Director:
Ms. Shan Hua

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