New Ray Medicine International Holding Limited (SEHK:6108) enter into an share purchase agreement to acquire 29% stake in Rui Kang Pharmaceutical Group Investments Limited (SEHK:8037) from Wah Yan Healthcare for HKD 87.97 million on December 2, 2016. Under the terms of the agreement share transfer comprises the tranche one share transfer and the tranche two share transfer. Under the tranche one share transfer, New Ray Medicine agreed to acquire 11% stake in RK Pharmaceutical from Wah Yan Healthcare for HKD of 33.36 million. Following completion Wah Yan Healthcare Group and the New Ray Medicine Group will hold approximately 51.5% and approximately 11% in RK Pharmaceutical. Under the tranche two share transfer New Ray Medicine agreed to acquire 18% stake in RK Pharmaceutical from Wah Yan Healthcare for HKD 54.6 million. Following completion of the second tranche, Wah Yan Healthcare Group and the New Ray Medicine Group will hold approximately 33.5% and approximately 29% in RK Pharmaceutical. The tranche one consideration is HKD 33.6 million and is payable by New Ray Medicine to Wah Yan Healthcare in cash as to HKD 5 million on the tranche one completion date and as to the remaining HKD 28.36 million on a date falling on or before the third month from the tranche one completion date. The tranche two consideration is HKD 54.6 million and is payable by the New Ray Medicine to Wah Yan Healthcare in cash on the tranche two completion date. Wah Yan Healthcare intends to apply the proceeds from the Share Transfer for general working capital purpose. The tranche one consideration and the tranche two consideration to be paid by the purchaser will be funded by internal resources of the New Ray Medicine Group and/or borrowings and/or other financing alternatives.

The transaction is subject to approval of shareholders of Wah Yan Healthcare and shareholders of New Ray Medicine and all necessary consents, approvals authorizations, permissions, waivers, orders, exemptions of, among others, the stock exchange and/or any other governmental or regulatory authorities. As on January 26, 2017, extraordinary general meeting of China Wah Yan Healthcare Limited will be held on February 15, 2017. New Ray Medicine International Holding Limited completed acquisition of 11% stake in Rui Kang Pharmaceutical Group Investments Limited from Wah Yan Healthcare for HKD 33.36 million on January 12, 2017. New Ray Medicine International Holding Limited will acquire tranche two of 18% stake in China Biotech Services Holdings Limited for HKD 54.6 million. The Board of Directors of China Wah Yan Healthcare Limited consider the terms of the agreement are fair and reasonable and in the interests of China Wah Yan Healthcare Limited and its shareholders as a whole. The Directors recommend the shareholders of China Wah Yan Healthcare Limited to vote in favor of the transaction. China Wah Yan Healthcare Limited will use 30% proceeds for general working capital and 70% for development of existing businesses and repayment of debts. As on February 15, 2017, the shareholders of China Wah Yan Healthcare Limited rejected the tranche two share transfer of 18% stake in China Biotech Services Holdings Limited to New Ray Medicine International Holding Limited.

New Ray Medicine International Holding Limited (SEHK:6108) completed acquisition of 11% stake in Rui Kang Pharmaceutical Group Investments Limited (SEHK:8037) from Wah Yan Healthcare for HKD 33.4 million on January 12, 2017. New Ray Medicine International Holding Limited cancelled acquisition of 18% stake in Rui Kang Pharmaceutical Group Investments Limited from Wah Yan Healthcare on March 27, 2018. The tranche two share transfer of 18% has been cancelled due to rejection by shareholders in general meeting held on February 15, 2017.