TATA Health International : ISSUE OF NEW SHARES UNDER SPECIFIC 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.

TATA Health International Holdings Limited 5"5"਄ੰ਷ყછٰϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1255)

ISSUE OF NEW SHARES UNDER SPECIFIC MANDATE

ISSUE OF NEW SHARES UNDER SPECIFIC MANDATE

The Board is pleased to announce that on 25 March 2021 (after trading hours), the Company entered into five subscription agreements (the ''Subscription Agreements'') with five Subscribers in relation to the issue of the Subscription Shares. Pursuant to the Subscription Agreements, the Subscribers have conditionally agreed to subscribe for a total of 28,845,000 new Shares, at a price of HK$2.60 per Subscription Share.

The Subscription Shares under the Subscription represent approximately 13.48% of the existing issued share capital of the Company of 214,000,000 Shares as at the date of this announcement and approximately 11.88% of the issued share capital of the Company of 242,845,000 Shares as enlarged by the Subscription Shares.

The gross proceeds from the Subscription will be HK$74,997,000.00. The net proceeds from the Subscription, after deduction of expenses, will be approximately HK$74,497,000.00. The Company intends to apply the net proceeds from the Subscription in the manner set out in the paragraph headed ''Reasons for the Subscription and Use of Proceeds'' of this announcement.

The Subscription Shares will be allotted and issued under the Specific Mandate. The Company will apply to the Stock Exchange for approval for the listing of, and permission to deal in, the Subscription Shares.

Completion of the Subscription is subject to the satisfaction (or waiver) of the conditions precedent set out in the Subscription Agreements. As the Subscription may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company.

EGM

The EGM will be convened for the purpose of considering and, if deemed appropriate, approving, among other things, the grant of the Specific Mandate, the Subscription and the transactions contemplated thereunder.

A Circular containing, among other things, (i) further details of the Subscription; and (ii) a notice convening the EGM, will be despatched to the Shareholders as soon as practicable in accordance with the Listing Rules. It is expected that the Circular will be despatched to the Shareholders as soon as practicable in compliance with the Listing Rules.

THE SUBSCRIPTION AGREEMENTS

On 25 March 2021 (after trading hours), the Company entered into five Subscription Agreements with five Subscribers, pursuant to which the Subscribers shall subscribe for a total of 28,845,000 Subscription Shares at the Subscription Price of HK$2.60 per Subscription Share. Details of the Subscription Agreements are set out below:

Date

25 March 2021 (after trading hours)

Parties and Subscription Shares

Subscription Agreement I: (i) the Company (as issuer)

• (ii) Fly Smart Limited (as subscriber)

• (iii) PENG Yan (as warrantor)

Subscription Agreement II:	(i)	the Company (as issuer)
(ii)	Crystal Cosmic Limited (as subscriber)
Subscription Agreement III:	(i)	the Company (as issuer)
(ii)	ZHU Tongxia (as subscriber)
Subscription Agreement IV:	(i)	the Company (as issuer)
(ii)	MIAO Xianrui (as subscriber)
Subscription Agreement V:	(i)	the Company (as issuer)
(ii)	HAN Liang (as subscriber)
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Fly Smart Limited is ultimately owned by PENG Yan. Crystal Cosmic Limited is majority-owned by CHEN Lei.

Each Subscriber has conditionally agreed to subscribe for and the Company has conditionally agreed to allot and issue the number of new Shares as set out in the table below at the Subscription Price of HK$2.60 per Subscription Share.

% of the issued

% of the existing	share capital of the
issued share capital	Company as
of the Company	enlarged by the
as at the date	issue of the
Number of	Subscription Shares	Subscription Money
Subscription Shares	announcement	(Note 1)	Payable
Subscriber I	3,846,000	1.80%	1.58%	HK$9,999,600.00
Subscriber II	11,538,000	5.39%	4.75%	HK$29,998,800.00
Subscriber III	7,692,000	3.59%	3.17%	HK$19,999,200.00
Subscriber IV	3,846,000	1.80%	1.58%	HK$9,999,600.00
Subscriber V	1,923,000	0.90%	0.79%	HK$4,999,800.00
Total	28,845,000	13.48%	11.88%	HK$74,997,000.00
Note:

of this

(1) This assumes that there will not be any changes in the issued share capital of the Company save for the allotment and issue of the Subscription Shares. The Company does not currently have any outstanding share options.

To the best knowledge, information and belief of the Directors having made all reasonable enquiries, each of the Subscribers and its ultimate beneficial owner(s) are third parties independent of the Company and its connected persons. Upon completion of the Subscription, none of the Subscribers nor their respective associates will become a substantial shareholder of the Company.

The Subscription Shares have an aggregate nominal value of HK$288,450.00 and the market value of the Subscription Shares is approximately HK$108,168,750.00 based on the closing price of HK$3.75 per Share as quoted on the Stock Exchange on the date of this announcement.

Conditions precedent to and completion of the Subscription

Completion of the Subscription under each Subscription Agreement is conditional upon fulfillment (or waiver) of the following conditions:

(a) the granting of approval by the Stock Exchange for the listing of, and the permission to deal in, the Subscription Shares;

(b) neither the Stock Exchange nor the SFC having expressed that it will raise any objection against the listing status of the Shares due to the transactions contemplated under the Subscription Agreement or any reasons in connection with such transactions;

• (c) the passing of a resolution of the Company's shareholders approving the transactions contemplated under the Subscription Agreement and granting of a specific mandate to the Directors of the Company to allot and issue the Subscription Shares; and

• (d) all consents, authorisations, waivers, qualifications and approvals required (if any) of the governmental authorities or any third parties in connection with the Subscriber's and Company's execution, delivery or performance of the Subscription Agreement having been obtained and such consents and approvals have not been revoked.

If the above conditions are not fulfilled on or prior to the Long Stop Date, the Subscription Agreements shall lapse and all rights and obligations of the parties shall cease to have effect except in respect of any accrued rights and obligations of the parties.

Completion of the Subscription under each of the Subscription Agreements is not inter-conditional with each other.

Completion of the Subscription will take place on the second business day following the satisfaction of the conditions precedent or waived (or such other date as may be agreed between the Company and the relevant Subscriber in writing).

Restrictions on disposals of Subscription Shares by the Subscribers

For a period of 90 days after Completion, each Subscriber (and the Warrantor, where applicable) has agreed that it will not, and will procure that none of its nominees, permitted assigns or any person acting on its behalf will, (i) offer, sell, lend, contract to sell, pledge, grant any option over or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Subscriber), directly or indirectly, any of the Subscription Shares, (ii) enter into any swap or similar agreement that transfers, in whole or in part, the economic risk of ownership of any of the Subscription Shares, whether any such transaction described in (i) or (ii) above is to be settled by delivery of any Subscription Share or such other securities, in cash or otherwise, or (iii) announce an intention to effect any such transaction described in (i) or (ii) above, except with the prior written consent of the Company.

Ranking of the Subscription Shares

The Subscription Shares, when allotted and issued, will rank pari passu in all respects among themselves and with the Shares in issue on the date on which Subscription Shares are issued.

Subscription Price

The Subscription Price is fixed at HK$2.60 per Subscription Share, respectively, which represents:

(i) a discount of approximately 27.7% to the closing price of HK$3.600 per Share as quoted on the Stock Exchange on the Last Trading Day;

• (ii) a discount of approximately 31.29% to the average closing price of approximately HK$3.784 per Share as quoted on the Stock Exchange for the last five consecutive trading days up to and including the Last Trading Day;

• (iii) a discount of approximately 32.2% to the average closing price of approximately HK$3.835 per Share as quoted on the Stock Exchange for the last 10 consecutive trading days up to and including the Last Trading Day; and

• (iv) a discount of approximately 11.1% to the average closing price of approximately HK$2.926 per Share as quoted on the Stock Exchange for the last 30 consecutive trading days up to and including the Last Trading Day;

The Subscription Price was arrived at after arm's length negotiations between the Company and the Subscribers with reference to the recent market prices of the Shares and current market conditions.

GENERAL

Specific Mandate for the issue of the Subscription Shares

The Subscription is subject to the Shareholders' approval. The Subscription Shares will be allotted and issued under the Specific Mandate to allot, issue and deal with Shares by ordinary resolutions to be proposed for approval by the Shareholders at the EGM.

Application for listing

An application will be made by the Company to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Subscription Shares.

Information on the Group

The principal activity of the Company is investment holding, whilst its major operating subsidiaries are engaged in the trading of footwear products and healthcare products and the provision of financial services and online medical services.

EGM

The EGM will be convened for the purpose of considering and, if deemed appropriate, approving, among other things, the grant of the Specific Mandate, the Subscription and the transactions contemplated thereunder.

To the best of the knowledge, information and belief of the Directors, no Shareholder has a material interest in the transactions contemplated under the Subscription Agreements and will be required to abstain from voting on the resolution(s) to approve the Subscription Agreements and the transactions contemplated thereunder at the EGM.

A Circular containing, among other things, (i) further details of the Subscription; and (ii) a notice convening the EGM, will be despatched to the Shareholders as soon as practicable in accordance with the Listing Rules. It is expected that the Circular will be despatched to the Shareholders as soon as practicable in compliance with the Listing Rules.

REASONS FOR AND BENEFITS THE SUBSCRIPTION AND USE OF PROCEEDS

The Directors consider that the Subscription represents an opportunity to raise funding for the business development of the Group and will strengthen the Group's financial position.

The gross proceeds from the Subscription will be HK$74,997,000.00. The net proceeds, after deduction of all relevant expenses (including but not limited to legal expenses and disbursements) incidental to the Subscription of approximately HK$500,000.00, are estimated to be approximately HK$74,497,000.00, representing a net issue price of approximately HK$2.583 per Subscription Share. The Company intends to use the net proceeds for the purpose of implementing its expansion strategy in the healthcare industry, improving its one-stop-shop Internet hospital platform, investing in its Australian health supplement sector, seeking new business development opportunities in the healthcare industry, as well as for replenishing its working capital.

The Directors consider that each Subscription Agreement has been entered into following arm's length negotiations between the Company and each relevant Subscriber and the terms of each Subscription Agreement (including the Subscription Price) are fair and reasonable, on normal commercial terms and are in the interests of the Company and the Shareholders as a whole.

Completion of the Subscription is subject to fulfillment (or waiver) of the conditions precedent in the Subscription Agreements and the Subscription may or not may proceed.

Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company.

CHANGES TO THE SHAREHOLDING AS A RESULT OF THE SUBSCRIPTION

As at the date of this announcement, the Company has 214,000,000 Shares in issue. Set out below is a table showing the shareholding structure of the Company (i) as at the date of this announcement; and (ii) immediately after completion of the Subscription and assuming that there being no other change to the share capital and shareholding structure of the Company from the date of this announcement:

Name of ShareholderAs at the date of this announcement

Immediately after completion of the Subscription

Approximate

Approximate

No. of shares % No. of shares %

Connected persons or substantial

Shareholders

Shang Ying Financial Holding

Co., Limited (Note)	149,993,617	70.09%	149,993,617	61.77%
Public Shareholders
Subscriber I	-	-	3,846,000	1.58%
Subscriber II	-	-	11,538,000	4.75%
Subscriber III	-	-	7,692,000	3.17%
Subscriber IV	-	-	3,846,000	1.58%
Subscriber V	-	-	1,923,000	0.79%
Other public Shareholders	64,006,383	29.91%	64,006,383	26.36%
Sub-total:	64,006,383	29.91%	92,851,383	38.23%
Total	214,000,000	100.00	242,845,000	100.00

Note: 119,993,617 shares held by Shang Ying Financial Holding Co., Limited (representing approximately 56.07% of the total issued share capital of the Company as at the date of this announcement) have been pledged to Great Wall International Investment X Limited (''Great Wall X'') to secure the repayment, obligations and responsibilities of a loan made by Great Wall X to Shang Ying Financial. Great Wall X is wholly owned by China Great Wall Asset Management Co., Ltd. On 6 May 2020, Ms. Wong Wing Sze Tiffany and Ms. Yeung Mei Lee were appointed as the joint and several receivers and managers over these shares.

EQUITY FUND RAISING ACTIVITIES DURING THE PAST TWELVE MONTHS

The Company has not undertaken any equity fund raising exercise in the 12 months immediately preceding the date of this announcement.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following terms shall have the following meanings:

''associate''	has the meaning ascribed to it in Chapter 14A of the Listing
Rules
''Board''	the board of Directors
''Circular''	a circular to be issued and published by the Company together
with the notice of the EGM in relation to the Subscription
''Company''	TATA Health International Holdings Limited, a company
incorporated in the Cayman Islands with limited liability, the
shares of which are listed on the Stock Exchange
''Completion''	completion of the subscription for the Subscription Shares by
the Subscribers pursuant to Subscription Agreements
''connected person''	has the meaning ascribed to it in the Listing Rules
''Directors''	directors of the Company
''EGM''	an extraordinary general meeting of the Company to be
convened for the purpose of considering, and if thought fit,
approving, among other things, the Subscription, the Specific
Mandate and the respective transactions contemplated
thereunder
''Group''	the Company and its subsidiaries
''HK$''	Hong Kong dollars, the lawful currency of Hong Kong
''Hong Kong''	the Hong Kong Special Administrative Region of the PRC
''Last Trading Day''	24 March 2021, being the last day of trading of the Shares on the
Stock Exchange immediately before the date of the Subscription
Agreements
''Listing Rules''	The Rules Governing the Listing of Securities on the Stock
Exchange
''Long Stop Date''	30 August 2021, or such other date as the Company and the
respective Subscriber may agree in writing
''PRC''	The People's Republic of China
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''SFC''

the Securities and Futures Commission of Hong Kong

''Share(s)''

the ordinary share(s) of the Company, each with a par value of HK$0.01

''Shareholder(s)'' holder(s) of the Share(s)

''Specific Mandate'' the specific mandate granted to the Directors by the

Shareholders at the EGM to allot and issue and deal with 28,845,000 Shares, representing 13.48% of the then issued share capital of the Company as at the date of the EGM

''Stock Exchange''

The Stock Exchange of Hong Kong Limited

''Subscribers''

collectively, Subscriber I, Subscriber Subscriber IV and Subscriber V

II,SubscriberIII,

''Subscriber I''

Fly Smart Limited, a limited liability company incorporated in the British Virgin Islands, wholly-owned by PENG Yan

''Subscriber II''

Crystal Cosmic Limited, a limited incorporated in the British Virgin Islandsliabilitycompany

''Subscriber III'' Ms. ZHU Tongxia ''Subscriber IV'' Mr. MIAO Xianrui ''Subscriber V'' Mr. HAN Liang

''Subscription''

subscription for the Subscription Shares by the Subscribers

''Subscription

Agreements''

collectively, the Subscription Agreement I, the Subscription Agreement II, the Subscription Agreement III, the Subscription Agreement IV and the Subscription Agreement V

''Subscription

Agreement I''

the subscription agreement dated 25 March 2021 entered into among the Company, the Subscriber I and the Warrantor in respect of the Subscription

''Subscription

Agreement II''

the subscription agreement dated 25 March 2021 entered into between the Company and the Subscriber II in respect of the

Subscription

''Subscription

Agreement III''

the subscription agreement dated 25 March 2021 entered into between the Company and the Subscriber III in respect of the Subscription

''Subscription	the subscription agreement dated 25 March 2021 entered into
Agreement IV''	between the Company and the Subscriber IV in respect of the
Subscription
''Subscription	the subscription agreement dated 25 March 2021 entered into
Agreement V''	between the Company and the Subscriber V in respect of the
Subscription

''Subscription	Price''	HK$2.60 per Subscription Share
''Subscription	collectively, the Subscription Shares I, the Subscription Shares
Shares''	II, the Subscription Shares III, the Subscription Shares IV, the
Subscription Shares V
''Subscription	Shares	a total of 3,846,000 new Shares to be allotted and issued by the
I''	Company to Subscriber I under the Subscription Agreement I
''Subscription	Shares	a total of 11,538,000 new Shares to be allotted and issued by the
II''	Company to Subscriber II under the Subscription Agreement II
''Subscription	Shares	a total of 7,692,000 new Shares to be allotted and issued by the
III''	Company to Subscriber III under the Subscription Agreement
III
''Subscription	Shares	a total of 3,846,000 new Shares to be allotted and issued by the
IV''	Company to Subscriber IV under the Subscription Agreement IV
''Subscription	Shares	a total of 1,923,000 new Shares to be allotted and issued by the
V''	Company to Subscriber V under the Subscription Agreement V
''Warrantor''	PENG Yan
''%''	per cent

By order of the Board

TATA Health International Holdings Limited

Yang Jun

Chairman

Hong Kong, 25 March 2021

As at the date of this announcement, the Board comprises two executive Directors, namely, Mr. Yang Jun and Mr. Lai Wenjing; five non-executive Directors, namely, Mr. Lin Zheming, Mr. Law Fei Shing, Mr. Lin Jun, Mr. Chu Chun Ho, Dominic and Mr. Chen Anhua and four independent non-executive Directors, namely, Mr. Xie Rongxing, Mr. Lum Pak Sum, Prof. Yan Haifeng and Ms. Tan Yuying.