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    New Frontier Health Corporation (NFH)

    Price:

    11.95 USD

    ( + 0.03 USD)

    Your position:

    0 USD

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    Symbol
    NFH
    Name
    New Frontier Health Corporation
    Industry
    Medical - Care Facilities
    Sector
    Healthcare
    Price
    11.950
    Market Cap
    0
    Enterprise value
    10.476B
    Currency
    USD
    Ceo
    Roberta Lynn Lipson
    Full Time Employees
    3309
    Website
    Ipo Date
    2018-06-28
    City
    Beijing
    Address
    10 Jiuxianqiao Road, Hengtong Business P, Chaoyang District

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    SIMILAR COMPANIES STI SCORE

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    Industry
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    Ardent Health Partners, LLC

    VALUE SCORE:

    10

    Symbol
    ARDT
    Market Cap
    1.858B
    Industry
    Medical - Care Facilities
    Sector
    Healthcare
    FUNDAMENTALS
    P/E
    -22.245
    P/S
    0
    P/B
    1.507
    Debt/Equity
    0.502
    EV/FCF
    -64.992
    Price to operating cash flow
    -1.000
    Price to free cash flow
    -1.000
    EV/sales
    1.374
    Earnings yield
    -0.045
    Debt/assets
    0.279
    FUNDAMENTALS
    Net debt/ebidta
    14.708
    Interest coverage
    -0.297
    Research And Developement To Revenue
    0
    Intangile to total assets
    0.642
    Capex to operating cash flow
    1.180
    Capex to revenue
    0.138
    Capex to depreciation
    0.736
    Return on tangible assets
    -0.105
    Debt to market cap
    Piotroski Score
    FUNDAMENTALS
    PEG
    -0.031
    P/CF
    42.405
    P/FCF
    0
    RoA %
    -3.769
    RoIC %
    -0.659
    Gross Profit Margin %
    81.403
    Quick Ratio
    0.957
    Current Ratio
    1.052
    Net Profit Margin %
    -22.365
    Net-Net
    -37.195
    FUNDAMENTALS PER SHARE
    FCF per share
    -0.364
    Revenue per share
    17.209
    Net income per share
    -3.849
    Operating cash flow per share
    2.019
    Free cash flow per share
    -0.364
    Cash per share
    4.875
    Book value per share
    58.401
    Tangible book value per share
    -7.164
    Shareholders equity per share
    56.806
    Interest debt per share
    30.522
    TECHNICAL
    52 weeks high
    11.960
    52 weeks low
    10.060
    Current trading session High
    11.960
    Current trading session Low
    11.920
    DIVIDEND
    Dividend yield
    0.00%
    Payout ratio
    0.00%
    Years of div. Increase
    0
    Years of div.
    0
    Q-shift
    Dividend per share
    0
    SIMILAR COMPANIES
    DESCRIPTION

    New Frontier Health Corporation owns and operates United Family Healthcare. Its United Family Healthcare is a private healthcare provider that offers healthcare services in China. Its platform consists of a network of seven private hospitals and affiliated ambulatory clinics. Its 700 licensed inpatient beds, together with its clinic network, spans eight metropolitan areas, including four 1st tier cities in China. The company is based in Beijing, China.

    NEWS
    https://images.financialmodelingprep.com/news/new-frontier-health-corporation-announces-completion-of-going-private-20220126.png
    New Frontier Health Corporation Announces Completion of Going Private Transaction

    businesswire.com

    2022-01-26 16:05:00

    BEIJING--(BUSINESS WIRE)--New Frontier Health Corporation (“NFH” or the “Company”) (NYSE: NFH), operator of the premium healthcare services provider United Family Healthcare, today announced the completion of its merger (the “Merger”) with Unicorn II Merger Sub Limited (“Merger Sub”), pursuant to the previously announced agreement and plan of merger, dated as of August 4, 2021 (the “Merger Agreement”), among the Company, Unicorn II Holdings Limited (“HoldCo”), Unicorn II Parent Limited (“Parent”) and Merger Sub. As a result of the Merger, the Company became a wholly owned subsidiary of Parent and will cease to be a publicly traded company. Pursuant to the terms of the Merger Agreement, which was approved by the Company’s shareholders at an extraordinary general meeting held on January 7, 2022, each ordinary share of the Company (each, a “Share”) issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) has been cancelled and ceased to exist in exchange for the right to receive US$12.00 per Share in cash without interest, except for (i) Shares held by HoldCo, Parent, Merger Sub, the Company (as treasury shares) or any of their direct or indirect subsidiaries, which have been cancelled and ceased to exist without payment of any consideration or distribution, (ii) certain Shares held by the Rollover Securityholders (as defined in the Merger Agreement), which have been cancelled and ceased to exist in exchange for the right of each such holder or its designated entities to receive a corresponding amount of equity securities of HoldCo, and (iii) Shares owned by holders who have validly exercised and not effectively withdrawn or lost their rights to dissent from the Merger pursuant to Section 238 of the Companies Act of the Cayman Islands (the “Companies Act”), which have been cancelled and ceased to exist in exchange for the right to receive only the payment of fair value of such dissenting Shares determined in accordance with Section 238 of the Companies Act. In addition, pursuant to the terms of the Merger Agreement and the warrant agreement dated as of June 27, 2018 between the Company and Continental Stock Transfer & Trust Company, as amended by the amendment No. 1 to warrant agreement dated as of January 6, 2022 (the “Warrant Amendment”), each of the Public Warrants, Private Placement Warrants and Forward Purchase Warrants (each as defined in the Merger Agreement and collectively, the “Warrants”) that was issued and outstanding immediately prior to the Effective Time (other than the Warrants held by New Frontier Public Holding Ltd. (“NFPH”)) has been cancelled and ceased to exist in exchange for the right to receive US$2.70 per Warrant in cash without interest. In addition, in respect of each Warrant (other than the Warrants held by NFPH) for which the holder thereof had timely provided consent to the Warrant Amendment and had not revoked such consent prior to the deadline established by the Company for the warrantholders to submit consents, the holder of such Warrant has the right to receive, for each such Warrant, a consent fee of US$0.30 in cash without interest. Each record holder of Shares or Warrants as of immediately prior to the Effective Time who is entitled to the merger consideration will receive a letter of transmittal specifying how the delivery of the merger consideration will be effected and instructions for surrendering their Shares or Warrants in exchange for the merger consideration. Record holders of Shares or Warrants should wait to receive the letters of transmittal before surrendering their Shares or Warrants. A holder of Shares or Warrants held in “street name” by a broker, bank or other nominee should receive instructions from its broker, bank or other nominee as to how to receive the applicable merger consideration and should address any questions in relation thereto to its broker, bank or other nominee. The Company also announced today that it has requested that trading of its Shares and Warrants on the New York Stock Exchange (“NYSE”) be suspended as of the close of trading on January 26, 2022 (New York time). The Company has requested that NYSE file a Form 25 with the Securities and Exchange Commission (the “SEC”) notifying the SEC of the delisting of the Shares and Warrants on NYSE and the deregistration of the Company’s registered securities. The deregistration will become effective 90 days after the filing of the Form 25 or such shorter period as may be determined by the SEC. The Company intends to suspend its reporting obligations under the Securities Exchange Act of 1934, as amended, by filing a Form 15 with the SEC in approximately ten days following the filing of the Form 25. The Company’s obligations to file with the SEC certain reports and forms, including Form 20-F and Form 6-K, will be suspended immediately as of the filing date of the Form 15 and will terminate once the deregistration becomes effective. About New Frontier Health Corporation New Frontier Health Corporation (NYSE: NFH) is the operator of United Family Healthcare (UFH), a leading private healthcare provider offering comprehensive premium healthcare services in China through a network of private hospitals and affiliated ambulatory clinics. UFH currently has nine hospitals in operation or under construction in all four tier 1 cities and selected tier 2 cities. Additional information may be found at www.nfh.com.cn. Forward-Looking Statements Certain statements made in this release are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future results and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside NFH’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. NFH undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

    https://images.financialmodelingprep.com/news/new-frontier-health-corporation-receives-notification-from-nyse-regarding-20220111.png
    New Frontier Health Corporation Receives Notification from NYSE Regarding Delayed Filing of Semi-Annual Financial Information for the Half Year Ended June 30, 2021

    businesswire.com

    2022-01-11 16:10:00

    BEIJING--(BUSINESS WIRE)--New Frontier Health Corporation (NYSE: NFH) (“NFH” or the “Company”), the operator of the premium healthcare services provider United Family Healthcare, today reported that, on January 4, 2022, the Company received a notice from the New York Stock Exchange (the “NYSE”) Regulation stating that it is not in compliance with the NYSE’s continued listing requirements under the timely filing criteria pursuant to Section 802.01E of the NYSE Listed Company Manual (the “Continued Listing Criteria”) as a result of the Company’s failure to timely file its semi-annual financial information for the half year ended June 30, 2021 on a Current Report on Form 6-K (the “1H 2021 6-K”) with the SEC. The NYSE informed the Company that, under the NYSE’s rules, the Company has six months from December 31, 2021 to file the 1H 2021 6-K with the SEC (the “Automatic Cure Period”). If the Company fails to file the 1H 2021 6-K within the Automatic Cure Period, the NYSE may, in its sole discretion, allow the Company’s securities to trade for up to an additional six months depending on specific circumstances (the “Additional Cure Period”), as outlined in the Continued Listing Criteria. If the NYSE determines that an Additional Cure Period is not appropriate, suspension and delisting procedures will commence pursuant to Section 804.00 of the NYSE Listed Company Manual. If the NYSE determines that an Additional Cure Period is appropriate and the Company fails to file the 1H 2021 6-K by the end of that period, suspension and delisting procedures will generally commence. Regardless of the procedures described above, the NYSE may commence delisting proceedings at any time during the period that is available to the Company to complete the filing of the 1H 2021 6-K, if circumstances warrant. The Company has not yet filed the 1H 2021 6-K with the SEC because it has focused its resources on its previously announced going private transaction (the “Privatization”), which is expected to close during the first quarter of 2022. If consummated, the Privatization would result in the Company becoming a privately held company and its ordinary shares and warrants would no longer be listed on the NYSE. If the Company completes the Privatization before the end of the Automatic Cure Period (or Additional Cure Period, if applicable), the Company does not intend to file the 1H 2021 6-K since its securities will no longer be listed on the NYSE. About New Frontier Health Corporation New Frontier Health Corporation is the operator of United Family Healthcare (“UFH”), a leading private healthcare provider offering comprehensive premium healthcare services in China through a network of private hospitals and affiliated ambulatory clinics. UFH currently has nine hospitals in operation or under construction in all four tier 1 cities and selected tier 2 cities. Additional information may be found at www.nfh.com.cn. Forward-Looking Statements Certain statements made in this release are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements include, without limitation, the ability of NFH to file the 1H 2021 6-K, the possibility that the Privatization will not occur as planned if events arise that result in the termination of the merger agreement providing for the Privatization, if the expected financing for the Privatization is not available for any reason, or if one or more of the various closing conditions to the Privatization are not satisfied or waived, and other risks and uncertainties regarding the Privatization, as discussed in the Schedule 13E-3 transaction statement, originally filed with the SEC on October 5, 2021, as amended. These forward-looking statements are not guarantees of future results and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside NFH’s control, which could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. NFH undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

    https://images.financialmodelingprep.com/news/new-frontier-health-corporation-announces-shareholders-approval-of-merger-20220107.png
    New Frontier Health Corporation Announces Shareholders’ Approval of Merger Agreement and Warrantholders’ Approval of Warrant Amendment

    businesswire.com

    2022-01-07 06:00:00

    BEIJING--(BUSINESS WIRE)--New Frontier Health Corporation (“NFH” or the “Company”) (NYSE: NFH), operator of the premium healthcare services provider United Family Healthcare, today announced that, at an extraordinary general meeting (the “EGM”) held today, the Company’s shareholders voted in favor of the proposal to authorize and approve the previously announced agreement and plan of merger, dated as of August 4, 2021 (the “Merger Agreement”), among the Company, Unicorn II Holdings Limited (“HoldCo”), Unicorn II Parent Limited (“Parent”) and Unicorn II Merger Sub Limited (“Merger Sub”), pursuant to which, Merger Sub will be merged with and into the Company with the Company continuing as the surviving company and becoming a wholly owned subsidiary of Parent (the “Merger”), the plan of merger (the “Plan of Merger”) required to be filed with the Registrar of Companies of the Cayman Islands, and the transactions contemplated thereby, including the Merger. Approximately 78.27% of the Company’s total ordinary shares outstanding as of the close of business in the Cayman Islands on the record date of December 6, 2021 voted in person or by proxy at the EGM. Of the ordinary shares voted at the EGM, approximately 99.85% voted in favor of the proposal to authorize and approve the Merger Agreement, the Plan of Merger and the transactions contemplated thereby, including the Merger. The Merger Agreement, the Plan of Merger and the transactions contemplated thereby, including the Merger, were therefore duly authorized and approved by way of special resolutions as required by, and in compliance with, the Companies Act of the Cayman Islands (the “Companies Act”). The Company also announced today that it has obtained sufficient consents from warrantholders of the Company to effect the Warrant Amendment (as defined in the Merger Agreement) in connection with the Merger. As of 10:00 a.m. (Beijing time) on January 6, 2022, the warrantholder consent deadline, holders of approximately 95.60% of the outstanding Public Warrants and Forward Purchase Warrants (each as defined in the Merger Agreement) and 100% of the outstanding Private Placement Warrants (as defined in the Merger Agreement) had granted and not revoked their consents for the Warrant Amendment. Upon receipt of such consents, the Company executed the Warrant Amendment with Continental Stock Transfer & Trust Company, the warrant agent. The completion of the Merger is subject to the satisfaction or waiver of the closing conditions set forth in the Merger Agreement. One of the conditions to the obligations of HoldCo, Parent and Merger Sub to consummate the Merger is that holders of no more than 10% of the total issued and outstanding shares of the Company immediately prior to the effective time of the Merger have validly served and not withdrawn a written notice of objection under Section 238(2) of the Companies Act. Prior to the vote being taken at the EGM, the Company had received notices of objection from certain shareholders that in the aggregate hold more than 10% of the total issued and outstanding shares of the Company and such notices have not been withdrawn as of today. Therefore, this closing condition has not been satisfied and HoldCo, Parent and Merger Sub are not obligated to proceed with the consummation of the Merger unless HoldCo elects to waive this closing condition or a sufficient number of notices of objection are withdrawn such that this closing condition becomes satisfied. If consummated, the Merger would result in the Company becoming a privately held company and its ordinary shares and warrants would no longer be listed on the New York Stock Exchange. In addition, the Company’s ordinary shares and warrants would cease to be registered under Section 12 of the Securities Exchange Act of 1934 following the consummation of the Merger. About New Frontier Health Corporation New Frontier Health Corporation (NYSE: NFH) is the operator of United Family Healthcare (UFH), a leading private healthcare provider offering comprehensive premium healthcare services in China through a network of private hospitals and affiliated ambulatory clinics. UFH currently has nine hospitals in operation or under construction in all four tier 1 cities and selected tier 2 cities. Additional information may be found at www.nfh.com.cn. Forward-Looking Statements Certain statements made in this release are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements include, without limitation, the possibility that the Merger will not occur as planned if events arise that result in the termination of the Merger Agreement, if the expected financing for the Merger is not available for any reason, or if one or more of the various closing conditions to the Merger are not satisfied or waived, and other risks and uncertainties regarding the Merger Agreement and the Merger discussed in the Schedule 13E-3 transaction statement and the proxy and consent solicitation statement filed by the Company and certain other filing persons with the SEC. These forward-looking statements are not guarantees of future results and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside NFH’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. NFH undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

    https://images.financialmodelingprep.com/news/new-frontier-health-corporation-announces-extraordinary-general-meeting-of-20211202.png
    New Frontier Health Corporation Announces Extraordinary General Meeting of Shareholders and Solicitation for Warrantholder Consent

    businesswire.com

    2021-12-02 16:47:00

    BEIJING--(BUSINESS WIRE)--New Frontier Health Corporation (“NFH” or the “Company”) (NYSE: NFH), operator of the premium healthcare services provider United Family Healthcare, today announced that it has called an extraordinary general meeting of shareholders (the “EGM”) to be held on January 7, 2022 at 10:00 a.m. (Beijing time), at the principal office of the Company located at 10 Jiuxianqiao Road, Hengtong Business Park, B7 Building, 1/F, Chaoyang District, 100015, Beijing, China, to consider and vote on, among other matters, the proposal to authorize and approve the previously announced agreement and plan of merger, dated as of August 4, 2021 (the “Merger Agreement”), among the Company, Unicorn II Holdings Limited, Unicorn II Parent Limited (“Parent”), Unicorn II Merger Sub Limited (“Merger Sub”), the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands (the “Plan of Merger”) and the transactions contemplated thereby, including the Merger (as defined below). The Company also announced that it is soliciting consents of warrantholders of the Company to effect the Warrant Amendment (as defined in the Merger Agreement) in connection with the Merger, and that the deadline for submitting the consent will be 10:00 a.m. (Beijing time) on January 6, 2022 (the “Warrantholder Consent Deadline”). Pursuant to the Merger Agreement and the Plan of Merger, (i) at the effective time of the Merger, Merger Sub will merge with and into the Company, with the Company continuing as the surviving company and a wholly-owned subsidiary of Parent (the “Merger”), and (ii) subject to the Warrantholder Consent (as defined in the Merger Agreement) being obtained and the Merger becoming effective, the Warrant Amendment will take effect. If consummated, the Merger would result in the Company becoming a privately held company and its ordinary shares and warrants would no longer be listed on the New York Stock Exchange. In addition, the Company’s ordinary shares and warrants would cease to be registered under Section 12 of the Securities Exchange Act of 1934 following the consummation of the Merger. The Company’s board of directors (the “Board”), acting upon the unanimous recommendation of a special committee of the Board, composed entirely of independent directors unrelated to the management of the Company or the buyer group, authorized and approved the Merger Agreement, the Plan of Merger and the transactions contemplated thereby, including the Merger. The Board recommends that the Company’s shareholders vote FOR, among other things, the proposal to authorize and approve the Merger Agreement, the Plan of Merger and the transactions contemplated thereby, including the Merger. Shareholders of record as of the close of business in the Cayman Islands on December 6, 2021 will be entitled to attend and vote at the EGM and any adjournment thereof. Warrantholders of record as of the close of business in the Cayman Islands on December 6, 2021 will be entitled to submit a consent with respect to the Warrant Amendment prior to the Warrantholder Consent Deadline. Additional information regarding the EGM, the Warrantholder Consent solicitation and the Merger Agreement can be found in the transaction statement on Schedule 13E-3 and the proxy and consent solicitation statement attached as Exhibit (a)-(1) thereto, as amended, filed with the U.S. Securities and Exchange Commission (the “SEC”), which can be obtained, along with other filings containing information about the Company, the Merger, the Warrant Amendment and related matters, without charge, from the SEC’s website (http://www.sec.gov). In addition, the Company’s proxy and consent solicitation materials (including the definitive proxy and consent solicitation statement) will be mailed to the shareholders and warrantholders of the Company. Requests for additional copies of the definitive proxy and consent solicitation statement should be directed to Morrow Sodali LLC, the Company’s proxy solicitor, at 509 Madison Avenue, New York, NY 10022, or by email at NFH@info.morrowsodali.com. SHAREHOLDERS, WARRANTHOLDERS AND OTHER INVESTORS OF THE COMPANY ARE URGED TO READ, CAREFULLY AND IN THEIR ENTIRETY, THESE MATERIALS AND OTHER MATERIALS FILED WITH OR FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. The Company and certain of its directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be “participants” in the solicitation of proxies from its shareholders with respect to the Merger and related matters and of consents from its warrantholders with respect to the Warrant Amendment and related matters. Information regarding the persons or entities who may be considered “participants” in the solicitation of proxies or consents is set forth in the Schedule 13E-3 transaction statement relating to the Merger, the Warrant Amendment and related matters, and the definitive proxy and consent solicitation statement attached thereto. Further information regarding persons or entities who may be deemed participants, including any direct or indirect interests they may have, is also set forth in the definitive proxy and consent solicitation statement. This announcement is for information purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell any securities or a solicitation of any proxy, vote or approval with respect to the proposed transaction or otherwise, nor shall it be a substitute for any proxy statement, consent solicitation statement or other filings that have been or will be made with the SEC. About New Frontier Health Corporation New Frontier Health Corporation (NYSE: NFH) is the operator of United Family Healthcare (UFH), a leading private healthcare provider offering comprehensive premium healthcare services in China through a network of private hospitals and affiliated ambulatory clinics. UFH currently has nine hospitals in operation or under construction in all four tier 1 cities and selected tier 2 cities. Additional information may be found at www.nfh.com.cn. Forward-Looking Statements Certain statements made in this release are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements include, without limitation, the possibility that the Merger will not occur as planned if events arise that result in the termination of the Merger Agreement, if the expected financing for the Merger is not available for any reason, or if one or more of the various closing conditions to the Merger are not satisfied or waived, and other risks and uncertainties regarding the Merger Agreement and the Merger discussed in the Schedule 13E-3 transaction statement and the proxy and consent solicitation statement filed by the Company and certain other filing persons with the SEC. These forward-looking statements are not guarantees of future results and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside NFH’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. NFH undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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    seekingalpha.com

    2021-08-24 15:23:18

    The regulatory and other uncertainties in the Chinese market directly impact sectors like fintech, gaming, and education.

    https://images.financialmodelingprep.com/news/new-frontier-health-corporation-enters-into-definitive-merger-agreement-20210804.png
    New Frontier Health Corporation Enters into Definitive Merger Agreement for Going Private Transaction

    businesswire.com

    2021-08-04 08:30:00

    BEIJING--(BUSINESS WIRE)--New Frontier Health Corporation (“NFH” or the “Company”) (NYSE: NFH), operator of the premium healthcare services provider United Family Healthcare, today announced that it has entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Unicorn II Holdings Limited (“HoldCo”), Unicorn II Parent Limited (“Parent”), a wholly-owned subsidiary of HoldCo, and Unicorn II Merger Sub Limited (“Merger Sub”), a wholly-owned subsidiary of Parent. Pursuant to the Merger Agreement and subject to the terms and conditions thereof, Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity and becoming a wholly-owned subsidiary of Parent (the “Merger”), in a transaction implying an equity value of the Company of approximately US$1,582 million. Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each ordinary share of the Company (each, a “Share”) issued and outstanding immediately prior to the Effective Time, other than the Excluded Shares and the Dissenting Shares (each as defined in the Merger Agreement), will be cancelled in exchange for the right to receive US$12.00 in cash without interest (the “Per Share Merger Consideration”), and each outstanding warrant of the Company (each, a “Warrant”), other than the Excluded Warrants (as defined in the Merger Agreement), will be cancelled in exchange for the right to receive US$2.70 in cash without interest (the “Per Warrant Merger Consideration”). In addition to the amount of Per Warrant Merger Consideration, in respect of each Warrant, other than the Excluded Warrants, for which the holder thereof has timely provided consent to the Warrant Amendment (as defined in the Merger Agreement) and has not revoked such consent prior to the deadline established by the Company for the warrantholders to submit consents, the holder of such Warrant will have the right to receive, for each such Warrant, a consent fee of US$0.30 in cash without interest. Pursuant to the Merger Agreement, at the Effective Time, (i) each option to purchase Shares (the “Company Option”), whether vested or unvested, that is outstanding immediately prior to the Effective Time will be cancelled in exchange for the right to receive, in accordance with an equity incentive plan to be established by HoldCo (the “HoldCo Share Plan”), an option to purchase the same number of ordinary shares of HoldCo (the “HoldCo Shares”) as the total number of Shares subject to such Company Option immediately prior to the Effective Time, at a per share exercise price equal to the applicable exercise price per Share underlying such Company Option and subject to substantially the same terms and conditions (including as to vesting) as applicable to such Company Option in effect immediately prior to the Effective Time; and (ii) each restricted share unit of the Company (the “Company RSU Award”), whether vested or unvested, that is outstanding immediately prior to the Effective Time will be cancelled in exchange for the right to receive, in accordance with the HoldCo Share Plan, one restricted stock unit to acquire the same number of HoldCo Shares as the total number of Shares subject to such Company RSU Award immediately prior to the Effective Time, subject to substantially the same terms and conditions (including as to vesting) as applicable to such Company RSU Award in effect immediately prior to the Effective Time. The Per Share Merger Consideration represents a premium of 27.9% to the closing price of the Company’s Shares as quoted by the New York Stock Exchange on February 8, 2021, the last trading day prior to the Company’s receipt of the “going-private” proposal, and a premium of 36.8% over the volume-weighted average closing price of the Company’s Shares during the 30 trading days through February 8, 2021. Immediately following the consummation of the Merger, HoldCo will be beneficially owned by New Frontier Public Holding Ltd. (“NFPH”), HMJ Holdings Limited, an NFPH-affiliated investment vehicle, Vivo Capital Fund IX (Cayman), L.P., Fosun Industrial Co., Limited, the Private Equity business within Goldman Sachs Asset Management (Goldman Sachs), certain affiliate of Warburg Pincus LLC and certain other investors (the foregoing, collectively, the “Buyer Consortium”). Concurrently with the execution of the Merger Agreement, certain shareholders of the Company (collectively, the “Rollover Securityholders”) entered into a support agreement with HoldCo, pursuant to which the Rollover Securityholders have agreed to vote all the Shares and Warrants beneficially owned by them in favor of the authorization and approval of the Merger Agreement and the Warrant Amendment as provided under the Merger Agreement and the transactions contemplated thereunder, and to have certain Shares, Warrants and equity awards of the Company beneficially owned by the Rollover Securityholders cancelled at the Effective Time for no consideration from Company in exchange for certain equity interests of HoldCo. The Buyer Consortium intends to fund the Merger through a combination of cash contributions from certain members of the Buyer Consortium pursuant to their respective equity commitment letters, rollover equity contributions from the Rollover Securityholders, and debt financing to be provided by China Merchant Bank Shanghai Branch and Shanghai Pudong Development Bank Co., Ltd. Putuo Sub-Branch. The Board, acting upon the unanimous recommendation of a special committee of independent directors established by the Board (the “Special Committee”), approved the Merger Agreement, the Merger and other transactions contemplated under the Merger Agreement, and resolved to recommend the Company’s shareholders vote to authorize and approve the Merger Agreement and the Merger. The Special Committee negotiated the terms of the Merger Agreement with the assistance of its financial and legal advisors. The Merger, which is currently expected to close during the fourth quarter of 2021, is subject to customary closing conditions, including, among others, (i) that the Merger Agreement shall be authorized and approved by an affirmative vote of shareholders representing at least two-thirds of the Shares present and voting in person or by proxy at an extraordinary general meeting of the Company’s shareholders; (ii) that the Warrantholder Consent (as defined in the Merger Agreement) shall be obtained and the Warrant Amendment shall be entered into in accordance with the Merger Agreement and shall take effect no later than the Effective Time and (iii) that the aggregate amount of Dissenting Shares shall be no more than 10% of the total outstanding Shares immediately prior to the Effective Time. If completed, the Merger will result in the Company becoming a privately-held company and its Shares will no longer be listed on the New York Stock Exchange. Duff & Phelps, A Kroll Business operating as Kroll, LLC is serving as the financial advisor to the Special Committee, Davis Polk & Wardwell LLP is serving as U.S. legal counsel to the Special Committee, and Maples and Calder (Hong Kong) LLP is serving as Cayman Islands legal counsel to the Special Committee. Simpson Thacher & Bartlett LLP is serving as U.S. legal counsel to the Buyer Consortium, Ogier is serving as Cayman Islands legal counsel to the Buyer Consortium, and Global Law Office is serving as PRC legal counsel to the Buyer Consortium. Additional Information about the Merger The Company will furnish to the U.S. Securities and Exchange Commission (the “SEC”) a current report on Form 6-K regarding the Merger, which will include as an exhibit thereto the Merger Agreement. All parties desiring details regarding the transactions contemplated by the Merger Agreement are urged to review these documents, which will be available at the SEC’s website (http://www.sec.gov). In connection with the Merger and the Warrant Amendment, the Company will prepare and mail a proxy and consent solicitation statement that will include a copy of the Merger Agreement to its shareholders and warrantholders. In addition, certain participants in the Merger will prepare and mail to the Company’s shareholders and warrantholders a Schedule 13E-3 transaction statement that will include the Company’s proxy and consent solicitation statement. These documents will be filed with or furnished to the SEC. SHAREHOLDERS, WARRANTHOLDERS AND OTHER INVESTORS OF THE COMPANY ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED WITH OR FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. In addition to receiving the proxy and consent solicitation statement and the Schedule 13E-3 transaction statement by mail, shareholders and warrantholders also will be able to obtain these documents, as well as other filings containing information about the Company, the Merger, the Warrant Amendment and related matters, without charge, from the SEC’s website (http://www.sec.gov). The Company and certain of its directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be “participants” in the solicitation of proxies from its shareholders with respect to the Merger and related matters and of consents from its warrantholders with respect to the Warrant Amendment and related matters. Information regarding the persons or entities who may be considered “participants” in the solicitation of proxies or consents will be set forth in the proxy and consent solicitation statement and the Schedule 13E-3 transaction statement relating to the Merger, the Warrant Amendment and related matters, when they are filed with the SEC. Additional information regarding the interests of such potential participants will be included in the proxy and consent solicitation statement and the Schedule 13E-3 transaction statement and the other relevant documents filed with the SEC when they become available. This announcement is neither a solicitation of proxy, an offer to purchase nor a solicitation of an offer to sell any securities and it is not a substitute for any proxy statement or other materials that may be filed with or furnished to the SEC should the proposed merger proceed. About New Frontier Health Corporation New Frontier Health Corporation (NYSE: NFH) is the operator of United Family Healthcare (UFH), a leading private healthcare provider offering comprehensive premium healthcare services in China through a network of private hospitals and affiliated ambulatory clinics. UFH currently has nine hospitals in operation or under construction in all four tier 1 cities and selected tier 2 cities. Additional information may be found at www.nfh.com.cn. Forward-Looking Statements Certain statements made in this release are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements include, without limitation, the possibility that the Merger will not occur as planned if events arise that result in the termination of the Merger Agreement, if the expected financing for the Merger is not available for any reason, or if one or more of the various closing conditions to the Merger are not satisfied or waived, and other risks and uncertainties regarding the Merger Agreement and the Merger that will be discussed in the Schedule 13E-3 transaction statement to be filed with the SEC. These forward-looking statements are not guarantees of future results and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside NFH’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. NFH undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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    New Frontier Health Corporation Receives NYSE Notice Regarding Late Form 20-F Filing

    businesswire.com

    2021-05-25 16:17:00

    BEIJING--(BUSINESS WIRE)--New Frontier Health Corporation (NYSE: NFH) today announced that, as expected, on May 18, 2021 it received a notice from the New York Stock Exchange (the “NYSE”) that the Company was not in compliance with the NYSE’s continued listing requirements under the timely filing criteria established in Section 802.01E of the NYSE Listed Company Manual, because the Company did not timely file its Annual Report on Form 20-F for the fiscal year ended December 31, 2020 (its “Form 20-F”) with the Securities and Exchange Commission (the “SEC”) on or prior to the due date thereof or by the extended filing due date provided by Rule 12b-25. The NYSE informed the Company that, under the NYSE’s rules, the Company has six months from April 30, 2021 to file its Form 20-F with the SEC. As previously disclosed by the Company in its Form 12b-25 filed with the SEC on April 30, 2021, as a result of the April 12, 2021 statement (the “SEC Statement”) released by the Staff of the Securities and Exchange Commission relating to the accounting and reporting considerations for warrants issued by special purpose acquisition companies (“SPACs”) and former SPACs, like the Company, the Company needs more time to incorporate the revised accounting treatment required by the SEC Statement for its warrants in its financial statements in the Form 20-F. The Company continues to work diligently to complete its audit and Form 20-F and currently anticipates that the Form 20-F will be filed as soon as practicable. About New Frontier Health Corporation New Frontier Health Corporation (NYSE: NFH) is the operator of United Family Healthcare (UFH), a leading private healthcare provider offering comprehensive premium healthcare services in China through a network of private hospitals and affiliated ambulatory clinics. UFH currently has nine hospitals in operation or under construction in all four tier 1 cities and selected tier 2 cities. Additional information may be found at www.nfh.com.cn. Forward Looking Statements This press release contains certain forward-looking statements, including without limitation the Company’s current expectations and intentions with respect to the filing of its Form 20-F. These forward-looking statements, which are included in accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, may involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results and performance in future periods to be materially different from any future results or performance suggested by the forward-looking statements in this press release. Although the Company believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that actual results will not differ materially from these expectations, and the Company disclaims any duty to update any forward-looking statements made by the Company. From time to time, these risks, uncertainties and other factors are discussed in the Company’s filings with the Securities and Exchange Commission.

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    New Frontier Health Corporation Receives NYSE Notice Regarding Late Form 20-F Filing

    businesswire.com

    2021-05-25 16:17:00

    BEIJING--(BUSINESS WIRE)--New Frontier Health Corporation (NYSE: NFH) today announced that, as expected, on May 18, 2021 it received a notice from the New York Stock Exchange (the “NYSE”) that the Company was not in compliance with the NYSE's continued listing requirements under the timely filing criteria established in Section 802.01E of the NYSE Listed Company Manual, because the Company did not timely file its Annual Report on Form 20-F for the fiscal year ended December 31, 2020 (its “Form

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    New Frontier Health Corporation Announces Fourth Quarter and Fiscal 2020 Financial Results

    businesswire.com

    2021-04-08 06:00:00

    BEIJING--(BUSINESS WIRE)--New Frontier Health Corporation (“NFH” or “the Company”) (NYSE: NFH), operator of the premium healthcare services provider United Family Healthcare ("UFH"), today announced its financial results for the fourth quarter and fiscal year ended December 31, 2020. Financial and Operating Highlights1 All comparisons made on both a year-over-year (“yoy”) and quarter-on-quarter (“qoq”) basis. 2 For the Quarter Ended December 31, 2020: Revenue increased by 2.2% yoy to RMB654.0 million from RMB639.7 million and increased by 4.4% from the prior quarter, as patient volume recovered from the COVID-19 pandemic onset. Net loss decreased to RMB101.4 million from RMB251.6 million in the prior year period and increased from RMB69.8 million in the prior quarter. The yoy decrease was mainly due to the RMB148.4 million decrease in transaction costs related to the Company’s business combination, increased patient volume and strong revenue growth month-over-month in the fourth quarter of 2020, ongoing implementation of cost-saving initiatives, and overall cost reductions as a result of government policies in response to the COVID-19 pandemic, which offset an increase in finance costs related to the Company’s senior secured credit facility that it entered into in connection with the closing of the business combination (the “Senior Secured Term Loan”). The qoq increase was mainly attributable to an increase in promotion and marketing expenses from a series of promotional activities held in the fourth quarter of 2020 and an increase in exchange loss due to the appreciation of RMB as compared to the U.S. Dollar in the fourth quarter of 2020. Adjusted EBITDA (before IFRS 16 adoption)3 increased by 252.1% yoy to RMB90.5 million from RMB25.7 million and increased by 0.6% from the prior quarter. The increase was primarily due to revenue recovery and the implementation of permanent and temporary cost savings initiatives, as well as revenue ramp-up from expansion assets. Tier 1 Operating Assets: revenue increased by 0.8% yoy to RMB465.7 million from RMB462.2 million and increased by 4.4% qoq. Adjusted EBITDA (before IFRS 16 adoption) increased by 15.3% yoy to RMB124.0 million from RMB107.6 million. The yoy increases in revenue and Adjusted EBITDA were primarily attributable to recovery of patient volume across various specialties and ongoing implementation of permanent and temporary cost controls. Tier 2 Operating and Other Assets: revenue decreased by 14.3% yoy to RMB82.2 million from RMB95.9 million, primarily as a result of decreased patient volume due to lower birth rates in 2020 and lower overall pediatric patient volume. Adjusted EBITDA (before IFRS 16 adoption) increased to RMB4.3 million from RMB0.6 million due to continued implementation of permanent and temporary cost controls. Expansion Assets: revenue increased by 30.0% yoy to RMB106.2 million from RMB81.6 million due to strong growth of the new hospitals in Guangzhou and Pudong, Shanghai. Adjusted EBITDA (before IFRS 16 adoption) improved by 72.5% yoy to RMB(10.2) million from RMB(37.0) million due to the ongoing ramp-up of expansion assets. For the Fiscal Year Ended December 31, 2020: Revenue decreased by 7.7% to RMB2,260.5 million from RMB2,449.2 million due to an overall decrease in patient volume and the number of procedures performed as a result of the COVID-19 pandemic in the first half of 2020. Net loss decreased to RMB419.1 million from RMB458.7 million, mainly due to the RMB 157.0 million decrease in transaction costs from the business combination, implementation of permanent and temporary cost-saving initiatives, and cost reductions as a benefit of government policies in response to the COVID-19 pandemic, which offset an increase in finance costs relating to the Senior Secured Term Loan. Adjusted EBITDA (before IFRS 16 adoption) increased by 16.1% to RMB166.7 million from RMB143.6 million, mainly due to the implementation of cost controls and ramp up of expansion assets in Guangzhou and Pudong, Shanghai. Tier 1 Operating Assets: revenue decreased by 11.9% to RMB1,596.1 million from RMB1,810.7 million. Adjusted EBITDA (before IFRS 16 adoption) decreased by 19.9% to RMB371.5 million from RMB463.8 million due to a decline in patient volume as a result of the COVID-19 pandemic. Tier 2 Operating and Other Assets: revenue decreased by 15.6% to RMB302.9 million from RMB358.8 million due to a decrease in patient volume as a result of the COVID-19 pandemic. Adjusted EBITDA (before IFRS 16 adoption) improved to RMB0.3 million from RMB(0.2) million due to the ongoing implementation of cost-savings initiatives. Expansion asset revenue increased by 29.3% to RMB361.5 million from RMB279.6 million due to the continued ramp-up of expansion assets. Adjusted EBITDA (before IFRS 16 adoption) improved by 47.2% yoy to RMB(85.2) million from RMB(161.4) million as a result of the strong revenue growth of the new hospitals in Guangzhou and Pudong, Shanghai. Outpatient visits decreased by 17.3% yoy to 522,969 from 632,664 and increased by 1.2% qoq. Inpatient admissions decreased by 19.5% yoy to 8,699 from 10,805 and increased by 7.4% qoq. Bed utilization rate* decreased to 33.3% yoy from 38.3% due to lower inpatient admissions during the COVID-19 pandemic. ASP: outpatient ASP increased by 11.0% yoy and inpatient ASP increased by 15.0% yoy as a result of an increase in the number of higher acuity services provided at our facilities, as less urgent services were postponed due to the pandemic. * Bed utilization is calculated based on the weighted average maximum bed capacity of the year. Mr. Antony Leung, Chairman of NFH said, “2020 was challenging for both us and others around the world. We quickly implemented a comprehensive and active response to combat difficulties related to the pandemic in an effort to protect our employees and our patients. Thanks to the tremendous strength and determination of our entire team, we managed to navigate the pandemic in a swift, smooth manner. As the volumes for our outpatient visits and inpatient admissions continued to grow quarter-over-quarter in the fourth quarter of 2020, we were able to achieve some revenue recovery as well as improved profitability. In addition, as the number of people seeking higher acuity services increased, both inpatient and outpatient ASP increased by double digits.” Ms. Roberta Lipson, Chief Executive Officer of NFH and founder of UFH, commented, “As daily life in China has mostly returned to normal, travel restrictions continue to ease, and international borders open on a controlled basis, we believe this bodes well for our ongoing recovery trends. To reach a younger target audience, we delivered a live talk show on TMall, one of China’s largest e-commerce platforms during the 11.11 festival. In the two-hour live broadcast, more than two million viewers tuned in from across the country. We are also proud of several major developments in the recent months. During the fourth quarter, we completed most of the construction on our new Women’s and Children’s Hospital (DTU) in the northwest corner of Beijing, which began soft opening in late March 2021. The hospital will be the first Level III accredited specialty hospital in the UFH network with a capacity of more than 200 beds. To offer our patients access to a wider variety of medical specialty talent, we have also signed an agreement for close cooperation between our Qingdao United Family Hospital (“QDU”) and doctors at Shandong University Qilu Hospital (QILU). In addition, in December, Shanghai United Family Hospital (“PXU”) launched its Health Management Center, which offers a full range of preventative checks with individualized follow-up health management services. Looking ahead, we remain encouraged by our expansion initiatives and will continue to execute our operational and strategic plans.” Fourth Quarter and Fiscal Year 2020 Results For management purposes, the Company is organized into business units based on the category and stage of development of the Company’s healthcare facilities and geographic locations. There are three reportable operating segments, as follows: (a) Tier 1 Operating Assets: the existing general healthcare facilities located in tier 1 cities in China, such as Beijing United Family Hospital (“BJU”), Shanghai United Family Hospital (“PXU”), and their associated clinics. (b) Tier 2 Operating and Other Assets: the existing general healthcare facilities located in tier 2 cities in China, such as Tianjin United Family Hospital (“TJU”), Qingdao United Family Hospital (“QDU”), and other assets, such as a Beijing United Family Rehabilitation Hospital (“Rehab”) and other clinic assets. (c) Expansion Assets: the facilities recently opened or about to open, including Shanghai Xincheng United Family Hospital (“PDU”), Guangzhou United Family Hospital (“GZU”), and Beijing Jingbei Women and Children’s United Family Hospital (“DTU”). Revenue (RMB mm) 4Q19 4Q20 Y-o-y Change % Q-o-q Change % Fiscal Year 2019 Fiscal Year 2020 Y-o-y Change % Tier 1 Operating Assets (1) 462.2 465.7 0.8 % 4.4 % 1,810.7 1,596.1 (11.9 %) Tier 2 Operating and Other Assets (2) 95.9 82.2 (14.3 %) 3.2 % 358.8 302.9 (15.6 %) Operating Assets(3) 558.1 547.9 (1.8 %) 4.2 % 2169.6 1,899.1 (12.5 %) Expansion Assets(4) 81.6 106.2 30.0 % 5.4 % 279.6 361.5 29.3 % Total 639.7 654.0 2.2 % 4.4 % 2,449.2 2,260.5 (7.7 %) 4Q19 4Q20 Y-o-Y Change % Q-o-q Change % Fiscal Year 2019 Fiscal Year 2020 Y-o-y Change % Adjusted EBITDA (before IFRS 16 adoption) Tier 1 Operating Assets(1) 107.6 124.0 15.3 % (1.6 %) 463.8 371.5 (19.9 %) Tier 2 Operating and Other Assets(2) 0.6 4.3 662.7 % 9.9 % (0.2 ) 0.3 216.8 % Operating Assets(3) 108.1 128.3 18.7 % (1.3 %) 463.5 371.8 (19.8 %) Expansion Assets(4) (37.0 ) (10.2 ) 72.5 % 21.1 % (161.4 ) (85.2 ) 47.2 % Unallocated Cost (45.4 ) (27.6 ) 39.0 % (1.9 %) (158.5 ) (119.9 ) 24.4 % Total Adjusted EBITDA (before IFRS 16 adoption)(5) 25.7 90.5 252.1 % 0.6 % 143.6 166.7 16.1 % Key Operating Metrics 4Q2019 4Q2020 Y-o-Y Change % Q-o-q Change % Outpatient Volume Inpatient Admission Outpatient Volume Inpatient Admission Outpatient Volume Inpatient Admission Outpatient Volume Inpatient Admission Tier 1 Operating Assets 120,131 1,850 109,605 1,409 (8.8 %) (23.8 %) 0.0 % 9.0 % Tier 2 Operating and Other Assets 23,038 616 21,343 489 (7.4 %) (20.6 %) 0.5 % 14.3 % Operating Assets(1) 143,169 2,466 130,948 1,898 (8.5 %) (23.0 %) 0.1 % 10.3 % Expansion Assets(2) 20,267 446 23,884 476 17.8 % 6.7 % 8.2 % (2.7 %) Total UFH 163,436 2,912 154,832 2,374 (5.3 %) (18.5 %) 1.2 % 7.4 % 2019 2020 Y-o-Y Growth % Outpatient Volume Inpatient Admission Outpatient Volume Inpatient Admission Outpatient Volume Inpatient Admission Tier 1 Operating Assets(1) 473,471 6,924 372,355 5,150 (21.4 %) (25.6 %) Tier 2 Operating and Other Assets(1) 87,511 2,374 73,577 1,818 (15.9 %) (23.4 %) Operating Assets Subtotal 560,982 9,298 445,932 6,968 (20.5 %) (25.1 %) Expansion Assets(2) 71,682 1,507 77,037 1,731 7.5 % 14.9 % Total 632,664 10,805 522,969 8,699 (17.3 %) (19.5 %) FINANCIAL RESULTS Unaudited Fourth Quarter of 2020 Results Revenue increased by 2.2% yoy to RMB654.0 million ($100.2 million) from RMB639.7 million and increased by 4.4% from the prior quarter, as patient volume continued to recover since the initial outbreak of the COVID-19 pandemic in February. Tier 1 Operating Assets: revenue decreased by 0.8% to RMB465.7 million from RMB462.2 million. Adjusted EBITDA (before IFRS 16 adoption) decreased by 15.3% to RMB124.0 million from RMB107.6 million due to a decline in patient volume as a result of the COVID-19 pandemic. Tier 2 Operating and Other Assets: revenue decreased by 14.3% to RMB82.2 million from RMB95.9 million due to a decrease in patient volume as a result of the COVID-19 pandemic. Adjusted EBITDA (before IFRS 16 adoption) improved to RMB4.3 million from RMB0.6 million due to implementation of cost savings initiatives. Expansion asset revenue increased by 30.0% to RMB106.2 million from RMB81.6 million due to the continued ramp-up of expansion assets. Adjusted EBITDA (before IFRS 16 adoption) improved by 72.5% yoy to RMB(10.2) million from RMB(37.0) million as a result of the strong revenue growth of the new hospitals in Guangzhou and Pudong, Shanghai. Operating expenses were RMB623.2 million ($95.5 million) in the fourth quarter, representing a decrease of 24.1% yoy from RMB820.7 million and an increase of 5.4% qoq. Salaries, wages and benefits expenses decreased 22.7% yoy to RMB298.5 million from RMB386.1 million and increased by 1.2% qoq. The yoy decrease was primarily due to the RMB14.0 million decrease in transaction bonuses, which were paid in connection with the business combination, the implementation of cost-saving initiatives, which include voluntary pay reductions at headquarters, utilization of employee leave, and reduction in social insurance and benefits expenses as a result of government policies during the pandemic. The qoq increase was primarily due to new hires as service needs increased at facilities such as BJU, DTU, TJU, and GZU due to expansion of such facilities and the continued recovery from the COVID-19 pandemic. Supplies and purchased medical services expenses increased 14.2% yoy to RMB127.5 million from RMB111.6 million and increased by 11.9% qoq, mainly due to the enhancement of vaccination services and increased use of medical supplies as a result of the increase in number of patients treated and the Company’s expansion to provide more complex and sophisticated services. Depreciation and amortization expenses increased 16.7% yoy to RMB105.8 million from RMB90.6 million and increased by 0.6% qoq, due to fair value appreciation of plant and equipment as well as contracts with insurers related to the business combination. Lease and rental expenses decreased 90.6% yoy to RMB0.3 million from RMB3.5 million and decreased by 52.7% qoq, primarily due to a reduction in monthly lease payments as a result of government policies implemented during the COVID-19 pandemic. Impairment of trade receivables increased 14.9% yoy to RMB4.6 million from RMB4.0 million and increased by 724.1% qoq from RMB0.6 million, primarily due to the increase in trade receivables as a result of revenue growth. Other operating expenses decreased 61.5% yoy to RMB86.6 million from RMB224.9 million, mainly due to the RMB 134.4 million decrease in transaction costs incurred in connection with the business combination and the implementation of cost-saving initiatives. Other operating expenses increased by 14.0% qoq, or RMB10.6 million, primarily attributable to an increase in promotion and marketing expenses due to a series of promotional activities put in place in the fourth quarter. As a result of the above, income from operations in the fourth quarter of 2020 was RMB30.8 million ($4.7 million) compared to loss from operations of RMB181.0 million in the prior year period. Loss before income taxes in the fourth quarter of 2020 was RMB83.0 million ($12.7 million), compared to RMB244.8 million in the prior year period. Net loss in the fourth quarter of 2020 was RMB101.4 million ($15.5 million), compared to RMB251.6 million in the prior year period. Decreased losses in the fourth quarter yoy mainly resulted from a significant decrease in transaction costs by RMB148.4 million, increased patient volume and strong revenue growth month-over-month in the fourth quarter of 2020, cost-saving initiatives, and cost reductions as a benefit of government policies in response to the COVID-19 pandemic, which offset an increase in finance costs due to the Company’s Senior Secured Term Loan. As of December 31, 2020, the Company had RMB640.4 million ($98.2 million) in cash and cash equivalents. Cash generated from operating activities for the fourth quarter were RMB67.1 million ($10.3 million), cash used for investing activities were RMB104.2 million ($16.0 million), and cash used for financing activities were RMB57.8 million ($8.9 million), which were used for capital lease payments and repayment of the Senior Secured Term Loan. Full Year 2020 Results Revenues decreased by 7.7% to RMB2,260.5 million ($346.4 million) from RMB2,449.2 million. Tier 1 Operating Assets: revenue decreased by 11.9% yoy to RMB1,596.1 million from RMB1,810.7 million, and Adjusted EBITDA (before IFRS 16 adoption) decreased by 19.9% yoy to RMB371.5 million from RMB463.8 million primarily due to decreased patient volume as a result of the COVID-19 pandemic. Tier 2 Operating and Other Assets: revenue decreased by 15.6% yoy to RMB302.9 million from RMB358.8 million, and Adjusted EBITDA (before IFRS 16 adoption) increased to RMB0.3 million from RMB(0.2) million, primarily as a result of the implementation of cost control measures, with tier 2 operating and other assets approaching break-even as a group. Expansion Assets: revenue increased by 29.3% yoy to RMB361.5 million from RMB279.6 million, and Adjusted EBITDA (before IFRS 16 adoption) improved to RMB(85.2) million from RMB(161.4) million, achieving significant progress and remaining on track with strong ramp-up expectations. Operating expenses were RMB2,338.9 million ($358.5 million) in fiscal 2020, representing a decrease of 12.2% yoy from RMB2,665.0 million in fiscal 2019. Salaries, wages and benefits expenses decreased 16.8% yoy to RMB1,186.7 million from RMB1,425.7 million. As a percentage of revenue, salaries, wages and benefits expenses were 52.5% in 2020 compared to 58.2% in 2019. This was primarily due to the implementation of cost-saving initiatives, including voluntary pay reductions at headquarters, utilization of employee leave, and a reduction in social insurance and benefits expenses, as a result of government policies during the pandemic, despite increased service needs as evidenced by the significant revenue growth resulting from the ramp-up of new facilities such as PXU, GZU, and PDU. Supplies and purchased medical services expenses increased 5.0% yoy to RMB420.4 million from RMB400.2 million due to expansion of postpartum and vaccination related services, increased purchases of personal protective equipment, and implementation of new infection control measures at the Company’s facilities during the pandemic. Depreciation and amortization expenses increased 23.5% yoy to RMB425.2 million from RMB344.4 million due to fair value appreciation of plant and equipment, contracts with insurers related to the business combination, and the depreciation of the new, expanded PXU facility. Lease and rental expenses decreased 82.0% yoy to RMB2.5 million from RMB13.9 million, mainly due to a reduction in lease payments as a result of government policies implemented during the pandemic. Impairment of trade receivables increased 4.8% yoy to RMB7.4 million from RMB7.0 million due to the increase in trade receivables. Other operating expenses decreased 37.4% yoy to RMB296.8 million from RMB473.8 million mainly, due to cost-saving initiatives and a decrease in transaction costs by RMB143.0 million. As a result of the above, loss from operations decreased 63.7% yoy to RMB78.4 million ($12.0 million) in fiscal 2020, compared to RMB215.8 million in fiscal 2019. Loss before income taxes in fiscal 2020 was RMB391.4 million ($60.0 million), compared to RMB396.5 million in fiscal 2019. Net loss in fiscal 2020 was RMB419.1 million ($64.2 million), compared to RMB458.7 million in fiscal 2019. Decreased losses in the fiscal 2020 mainly resulted from a decrease in transaction costs by RMB157.0 million, implementation of cost-saving initiatives, and other cost reductions as a benefit of government policies implemented in response to the COVID-19 pandemic, despite increased finance costs and depreciation and amortization expenses from the business combination. RECONCILIATON OF NON-IFRS FINANCIAL MEASURES (RMB mm) S/P Combined (non-IFRS) Successor S/P Combined (non-IFRS) Successor For the three months ended December 31, 2019 For the three months ended December 31, 2020 For the year ended December 31, 2019 For the year ended December 31, 2020 Net loss (251.6 ) (101.4 ) (458.7 ) (419.1 ) Less: Finance income (1.2 ) (1.1 ) (2.9 ) (2.7 ) Add: Finance costs 59.1 64.0 162.2 263.8 Add: Foreign exchange (gain)/loss (6.9 ) 36.5 15.8 49.4 Less: Gain on disposal of a subsidiary - - - (3.6 ) Add: Other expense, net 12.8 14.4 5.6 6.1 Add: Income tax expense 6.8 18.4 62.2 27.7 Operating (loss)/income (181.0 ) 30.8 (215.8 ) (78.4 ) Add: Share-based compensation 13.4 0.1 45.0 0.7 Add: Depreciation and amortization 90.6 105.8 344.4 425.2 Add: Discontinued monitoring fee payable to Fosun Pharma and TPG 1.1 - 3.8 - Add: Transaction related costs 152.0 3.6 164.6 7.6 Add: Relocation costs of PXU 3.3 - 6.4 - Add: Severance costs - 0.7 - 13.2 Add: Other unallocated costs - - 0.3 - Adjusted EBITDA 79.4 141.0 348.7 368.4 Less: Lease expense adjustments as a result of IFRS 16 adoption (53.7 ) (50.5 ) (205.1 ) (201.7 ) Adjusted EBITDA (before IFRS 16 adoption) 25.7 90.5 143.6 166.7 For the three months ended December 31, 2020 Operating assets Tier 1 Operating assets - Tier 2 and other assets Expansion assets Total Segment results 145.5 6.7 11.5 163.7 Less: Segment lease expense adjustment as a result of adoption of IFRS 16 (23.2 ) (5.1 ) (22.2 ) (50.5 ) Add: Severance costs 0.1 0.1 0.5 0.7 Add: Intersegment costs 1.6 2.6 - 4.2 Elimination (4.2 ) Adjusted EBITDA (before IFRS 16 Adoption) 124.0 4.3 (10.2 ) 113.9 Less: Unallocated costs – others (23.4 ) Total Adjusted EBITDA (before IFRS 16 Adoption) 90.5 Add: Lease expense adjustment as a result of adoption of IFRS 16 50.5 Adjusted EBITDA 141.0 Less: Share-based compensation (0.1 ) Less: Depreciation and amortization (105.8 ) Less: Transaction related costs (3.6 ) Less: Severance costs (0.7 ) Operating income 30.8 Add: Finance income 1.1 Less: Finance costs (64.0 ) Less: Foreign exchange loss (36.5 ) Less: Other expenses, net (14.4 ) Less: Income tax expense (18.4 ) Net loss (101.4 ) RECENT DEVELOPMENTS DTU Building Construction Completed and on Target for Grand Opening During the fourth quarter, the majority of construction was completed on our new Women’s and Children’s Hospital (DTU) in the northwest corner of Beijing. The new facility recently opened in late March 2021 and has over 25,000 square meters of space, while being conveniently located near Beijing’s Olympic Village with direct access to major thoroughfares. The hospital will be the first Level III accredited specialty hospital in the UFH network. With capacity of more than 200 beds, the hospital is expected to provide outpatient clinic services, 24/7 pediatric emergency services, inpatient care, and neonatal intensive care services (NICU). The pediatric medical team will provide comprehensive well and sick care in addition to sub-specialty services, including Pediatric Surgery, Pediatric Orthopedics, Oral Health, Ear, Nose, and Throat (ENT), Ophthalmology. The OBGYN medical team, led by Dr. Lai Ailuan, will offer a full range of both gynecological and obstetric services, including specialization in various women’s health areas. BJU Building 1 Lease Expiration The lease on Building 1 of the BJU campus started in 1995 and was renewed in 2016. The renewal expired on December 31, 2020, and an extension agreement has not yet been reached. Plans are underway to potentially end this arrangement and to relocate certain existing operations to BJU’s clinics and other UFH facilities in Beijing. A majority of the clinics will be relocated to Building 2, in addition to newly leased, street-front commercial space adjacent to the hospital. Patient maternity rooms in Building 1 due to the relocation will be supplemented by a space in the new United Family Datun Women and Children’s Facility, which began soft opening at the end of March 2021. Preliminary Non-binding “Going Private” Proposal On February 10, 2021, the Company announced that its board of directors (the “Board”) received a preliminary non-binding proposal letter (the “Proposal Letter”), dated February 9, 2021, from New Frontier Public Holding Ltd. (“NFPH”), Carnival Investments Limited, a company affiliated with Leung Kam Chung (the “Chairman”), Roberta Lipson and her affiliates (collectively, the “CEO”), Max Rising International Limited, a company affiliated with Carl Wu (the “President”), Ying Zeng (the “COO”), Vivo Capital Fund IX (Cayman), L.P.(“Vivo”), NF SPAC Holding Limited and Sun Hing Associates Limited (together with NF SPAC Holding Limited, “Nan Fung”), Brave Peak Limited (“Shimao”), Aspex Master Fund (“Aspex”), Smart Scene Investment Limited (“Hysan”), and LY Holding Co., Limited (“Tingyi Group” and, together with NFPH Holding, the Chairman, the CEO, the President, the COO, Vivo, Nan Fung, Shimao, Aspex and Hysan (the “Buyer Group”), to acquire all outstanding ordinary shares (the “Shares”) of the Company not already beneficially owned by members of the Buyer Group or their affiliates in a going-private transaction for US$12.00 per share in cash (the “Proposed Transaction”). The Proposed Transaction, if completed, would result in the Company becoming a privately held company and delisting its ordinary shares from the New York Stock Exchange. On February 10, 2021, the Company further announced that the Company received a clarification from representatives of the Buyer Group indicating that the Buyer Group intends to, at a later time and in connection with the Proposed Transaction, also propose to acquire all outstanding warrants to purchase ordinary shares of the Company not already beneficially owned by members of the Buyer Group or their affiliates. On March 18, 2021, the Company announced that the Board has formed a special committee to review and evaluate the previously mentioned preliminary non-binding “going private” proposal. BUSINESS OUTLOOK The extent to which the COVID-19 pandemic affects NFH’s long-term results remains uncertain, and the Company is closely monitoring its impact. There remain significant uncertainties of COVID-19’s future impact, the extent of which will depend on a number of factors, including the duration and severity of COVID-19, the potential for new waves in China, the development and progress of distribution of COVID-19 vaccine and other medical treatment, the actions taken by government authorities, particularly to contain the outbreak, and economic stimulation to improve business conditions, especially for small and medium-sized enterprises (SMEs), almost all of which are beyond the Company’s control. CONFERENCE CALL A conference call and webcast to discuss New Frontier Healthcare’s financial results and guidance will be held at 8:00 a.m. U.S. Eastern Time on Thursday, April 8, 2021 (or Thursday, April 8, 2021, at 8:00 pm Beijing Time). Interested parties may listen to the conference call by dialing numbers below: United States: 1-877-407-0789 International: 1-201-689-8562 China Domestic: 86 400 120 2840 Hong Kong: 800 965 561 Conference ID: 13718229 The replay will be accessible through April 15, 2021, by dialing the following numbers: United States: 1-844-512-2921 International: 1-412-317-6671 Conference ID: 13718229 The webcast will be available on the Company’s investor relations website at www.nfh.com.cn and will be archived on the site shortly after the call has concluded. A presentation to accompany the call will also be available for download on the website. About New Frontier Health Corporation New Frontier Health Corporation (NYSE: NFH) is the operator of United Family Healthcare (UFH), a leading private healthcare provider offering comprehensive premium healthcare services in China through a network of private hospitals and affiliated ambulatory clinics. UFH currently has nine hospitals in operation or under construction in all four tier 1 cities and selected tier 2 cities. Additional information may be found at www.nfh.com.cn. Forward-Looking Statements Certain statements made in this release are "forward looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words "estimates," "projected," "expects," "anticipates," "forecasts," "plans," "intends," "believes," "seeks," "may," "will," "should," "future," "propose" and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements include, without limitation, UFH’s preparedness to address the outbreak; UFH’s ability to manage patient inflows; UFH’s ability to prevent the spread of COVID-19 within its facilities; UFH’s ability to grow its business manage its growth; the benefits and synergies of the Business Combination, including anticipated cost savings, results of operations, financial condition, liquidity, prospects, growth, strategies and the markets in which the Company operates; and the Company’s ability to complete the “going private” transaction. Such forward-looking statements are based on available current market material and management’s expectations, beliefs and forecasts concerning future events impacting NFH. These forward-looking statements are not guarantees of future results and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside NFH’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. For a discussion of such risks, please refer to NFH’s Form 20-F filed with the U.S. Securities and Exchange Commission on March 31, 2020 and Company’s subsequent filings with the SEC. NFH undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Non-IFRS Measures The discussion and analysis includes certain measures, including Adjusted EBITDA (before IFRS 16 adoption) and Pro Forma Adjusted EBITDA, which have not been prepared in accordance with IFRS. This measure does not have any standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. This measure should be considered as supplemental in nature and not as a substitute for the related financial information prepared in accordance with IFRS. We use this measure to evaluate our operating results and for financial and operational decision-making purposes. We believe that Adjusted EBITDA is helpful in comparing our performance over various reporting periods on a consistent basis by removing from operating results the impact of items that do not reflect core operating performance, and in identifying underlying operating results and trends. Adjusted EBITDA (before IFRS 16 adoption) is calculated as net loss plus (i) depreciation and amortization, (ii) finance costs/(income), (iii) other gains or losses, (iv) other expenses (such as share based compensation), (v) provision for income taxes, as further adjusted for (vi) certain monitoring fees paid to certain shareholders prior to the Business Combination, (vii) lease expense adjustments as a result of adoption of IFRS 16, (viii) transaction related costs (such as insurance amortization), and (ix) severance costs as a result of the restructuring process mainly in corporate headquarters since the second quarter of 2020. UFH adopted IFRS 16 on January 1, 2019, and recognized lease liabilities and corresponding “right-of-use” assets for all applicable leases, and recognized interest expense accrued on the outstanding balance of the lease liabilities and depreciation of right-of-use assets. As a result, the adoption of IFRS 16 caused depreciation and amortization and finance costs to increase in 2019, and excluded all applicable lease expenses in Adjusted EBITDA. For ease of comparison to prior periods, the Company eliminated the impact of IFRS 16 on Adjusted EBITDA. Please see the table captioned “Reconciliation of Non-IFRS Financial Measures.” Exchange Rate Information The translations from Renminbi to U.S. dollars for purposes of convenience were made at a rate of RMB6.5250 to US$1.00, the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on December 31, 2020. NEW FRONTIER HEALTH CORPORATION UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (All amounts in thousands) Predecessor Successor Period from October 1 to December 18, 2019 Period from 1 January 1 to December 18, 2019 (Audited) Period from December 19 to December 31, 2019 (Audited) For the three months ended December 31, 2020 For the year ended December 31, 2020 RMB RMB RMB RMB US$ RMB US$ Revenues 559,705 2,369,167 80,035 654,047 100,237 2,260,505 346,438 Operating expenses Salaries, wages and benefits (306,871 ) (1,346,478 ) (79,215 ) (298,507 ) (45,748 ) (1,186,715 ) (181,872 ) Supplies and purchased medical services (93,364 ) (381,954 ) (18,241 ) (127,505 ) (19,541 ) (420,393 ) (64,428 ) Depreciation and amortization expense (75,713 ) (329,453 ) (14,931 ) (105,750 ) (16,207 ) (425,160 ) (65,159 ) Lease and rental expenses (2,765 ) (13,167 ) (739 ) (329 ) (50 ) (2,508 ) (384 ) Bad debt expense (3,452 ) (6,512 ) (528 ) (4,574 ) (701 ) (7,378 ) (1,131 ) Other operating expenses (59,098 ) (308,005 ) (165,776 ) (86,572 ) (13,268 ) (296,757 ) (45,480 ) Expense total (541,263 ) (2,385,569 ) (279,430 ) (623,237 ) (95,515 ) (2,338,911 ) (358,454 ) Operating loss 18,442 (16,402 ) (199,395 ) 30,810 4,722 (78,406 ) (12,016 ) Finance income 387 2,127 779 1,141 175 2,727 418 Finance costs (29,588 ) (132,730 ) (29,503 ) (63,957 ) (9,802 ) (263,810 ) (40,431 ) Foreign currency gain (loss) 9,575 (13,120 ) (2,641 ) (36,516 ) (5,596 ) (49,389 ) (7,569 ) Gain on disposal of a subsidiary - - - - - 3,558 545 Other income (expense), net (7,049 ) 171 (5,798 ) (14,436 ) (2,212 ) (6,097 ) (934 ) Loss before income taxes (8,233 ) (159,954 ) (236,558 ) (82,958 ) (12,713 ) (391,417 ) (59,987 ) Income tax (expense)/benefit (13,027 ) (68,424 ) 6,261 (18,427 ) (2,824 ) (27,708 ) (4,246 ) Loss for the period (21,260 ) (228,378 ) (230,297 ) (101,385 ) (15,537 ) (419,125 ) (64,233 ) Attributable to Limited partners/equity holders of the parent (15,659 ) (200,441 ) (228,905 ) (94,734 ) (14,518 ) (392,841 ) (60,205 ) Non-controlling interests (5,601 ) (27,937 ) (1,392 ) (6,651 ) (1,019 ) (26,284 ) (4,028 ) Loss per share attributed to equity holders of the parent Basic (1.74 ) (0.72 ) (0.11 ) (2.99 ) (0.46 ) Diluted (1.74 ) (0.72 ) (0.11 ) (2.99 ) (0.46 ) Other comprehensive income (loss) Items to be reclassified to profit or loss in subsequent periods (net of tax): Currency translation differences (7,959 ) 7,934 1,909 24,515 3,757 36,480 5,591 Other comprehensive income (loss) (7,959 ) 7,934 1,909 24,515 3,757 36,480 5,591 Comprehensive loss for the period (29,219 ) (220,444 ) (228,388 ) (76,870 ) (11,780 ) (382,645 ) (58,642 ) Comprehensive loss attributable to Limited partners/equity holders of the parent (23,618 ) (192,507 ) (226,996 ) (70,219 ) (10,761 ) (356,361 ) (54,614 ) Non-controlling interests (5,601 ) (27,937 ) (1,392 ) (6,651 ) (1,019 ) (26,284 ) (4,028 ) NEW FRONTIER HEALTH CORPORATION UNAUDITED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (All amounts in thousands) As of December 31, 2019 (Audited) 2020 RMB RMB US$ Non-current assets Property and equipment 1,962,781 2,014,904 308,798 Goodwill 6,056,253 6,088,472 933,099 Intangible assets 2,584,893 2,526,777 387,246 Right-of-use assets 1,773,007 1,651,748 253,141 Deferred tax assets 59,001 46,785 7,170 Restricted cash 350 350 54 Investment in an associate - 1,000 153 Other non-current assets 106,121 73,021 11,191 Total non-current assets 12,542,406 12,403,057 1,900,852 Current assets Inventories 56,592 92,268 14,141 Trade receivable 215,376 218,971 33,559 Due from related parties 66,923 10,129 1,552 Prepayments and other current assets 38,323 53,509 8,201 Restricted cash 376,715 - - Cash and cash equivalents 1,353,300 640,429 98,150 Total current assets 2,107,229 1,015,306 155,603 TOTAL ASSETS 14,649,635 13,418,363 2,056,455 Current liabilities Trade payables 99,082 89,056 13,648 Contract liabilities 270,196 350,146 53,662 Accrued expenses and other current liabilities 882,158 425,940 65,278 Due to related parties 4,045 6,104 935 Tax payable 15,278 1,260 193 Long-term borrowings 400,325 6,027 924 Lease liabilities 90,521 89,181 13,668 Total current liabilities 1,761,605 967,714 148,308 NET CURRENT ASSETS 345,624 47,592 7,295 TOTAL ASSETS LESS CURRENT LIABILITIES 12,888,030 12,450,649 1,908,147 Non-current liabilities Long-term borrowings 2,060,933 2,054,649 314,889 Contract liabilities 67,873 68,577 10,510 Deferred tax liabilities 681,715 665,962 102,063 Lease liabilities 1,661,182 1,595,570 244,532 Other long-term liabilities 9,358 9,016 1,382 Total non-current liabilities 4,481,061 4,393,774 673,376 Net assets 8,406,969 8,056,875 1,234,771 EQUITY Equity attributable to the equity holders of the Company Ordinary shares 91 91 14 Capital surplus 8,430,405 8,462,956 1,297,005 Foreign currency translation reserves 6,302 42,782 6,557 Accumulated deficit (265,618 ) (658,459 ) (100,913 ) 8,171,180 7,847,370 1,202,663 Non-controlling interests 235,789 209,505 32,108 Total equity 8,406,969 8,056,875 1,234,771 UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (All amounts in thousands) Predecessor Successor Period from October 1 To December 18, 2019 Period from January 1 to December 18, 2019 (Audited) Period from December 19 to December 31, 2019 (Audited) For the three months ended December 31, 2020 For the year ended December 31, 2020 Cash generated from (used for): RMB RMB RMB RMB US$ RMB US$ Operating activities 36,222 316,639 (80,432 ) 67,126 10,288 265,215 40,646 Investing activities (49,347 ) (341,771 ) (45,671 ) (104,155 ) (15,962 ) (319,689 ) (48,994 ) Financing activities (17,727 ) (189,961 ) (9,702 ) (57,831 ) (8,863 ) (631,234 ) (96,741 ) Net decrease in cash and cash equivalents (30,852 ) (215,093 ) (135,805 ) (94,860 ) (14,537 ) (685,708 ) (105,089 ) ___________________________________ 1 All comparisons made on a year-over-year (“yoy”) basis unless otherwise indicated. As a result of the adoption of International Financial Reporting Standard (“IFRS”) 16, effective January 1, 2019, related lease expenses have been reflected in depreciation and amortization expenses and finance costs. The financial statements have been translated into United States dollars for convenience purposes at a rate of RMB6.5250 to US$1.00, the exchange rate on December 31, 2020 set forth in the H.10 statistical release of the Federal Reserve Board. 2 The Company acquired Healthy Harmony in a business combination that closed on December 18, 2019 (the “Closing Date”). Healthy Harmony was determined to be the accounting “Predecessor” while the Company succeeded to all of the business and operations of Healthy Harmony and was considered the combined Company (the “Successor”. The financial results for the three months and year ended December 31, 2020, presented herein are those of the combined Company. The Company’s financial statement presentation in 2019 is further distinguished as follows: the Successor period is from December 19, 2019 to December 31, 2019 (“2019 Successor Period”) and the Predecessor periods are from January 1, 2019 to December 18, 2019 (“2019 Predecessor Period”), and from October 1, 2019 to December 18, 2019 (“2019 Q4 Predecessor Period” or “Prior Year Period”). Management believes reviewing the Company’s operating results for the three months and year ended December 31, 2019 by combining the results of the 2019 Q4 Predecessor Period and 2019 Successor Period (the “2019 Q4 S/P Combined”), and combining the results of the 2019 Predecessor Period and 2019 Successor Period (the “2019 S/P Combined”) respectively, is more useful. 3 Adjusted EBITDA (before IFRS 16 adoption) is a non-IFRS performance measure. See “Non-IFRS Financial Measures” for a reconciliation of Adjusted EBITDA to its most comparable financial measure calculated in accordance with IFRS.

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    New Frontier Health to Announce Fourth Quarter and Fiscal Year 2020 Financial Results on April 8, 2021

    businesswire.com

    2021-03-31 07:30:00

    BEIJING--(BUSINESS WIRE)--New Frontier Health Corporation (“NFH” or “the Company”) (NYSE: NFH), operator of the premium healthcare services provider United Family Healthcare (UFH), today announced that it plans to release its fourth quarter and fiscal year ended December 31, 2020, financial results before the U.S. market opens on Thursday, April 8, 2021. The Company will hold a conference call on Thursday, April 8, 2021, at 8:00 am Eastern Time (or Thursday, April 8, 2021, at 8:00 pm Beijing Time) to discuss the financial results. Participants may access the call by dialing the following numbers: United States: 1-877-407-0789 International: 1-201-689-8562 China Domestic: 86 400 120 2840 Hong Kong: 800 965 561 Conference ID: 13718229 Participants are encouraged to dial into the call at least 15 minutes in advance due to high call volume. The replay will be accessible through April 15, 2021, by dialing the following numbers: United States: 1-844-512-2921 International: 1-412-317-6671 Conference ID: 13718229 A webcast will be available on the Company’s investor relations website at www.nfh.com.cn and will be archived on the site shortly after the call has concluded. A presentation to accompany the call will also be available for download on the website. About New Frontier Health Corporation New Frontier Health Corporation (NYSE: NFH) is the operator of United Family Healthcare (UFH), a leading private healthcare provider offering comprehensive premium healthcare services in China through a network of private hospitals and affiliated ambulatory clinics. UFH currently has nine hospitals in operation or under construction in all four tier 1 cities and selected tier 2 cities. Additional information may be found at www.nfh.com.cn.

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    New Frontier Health to Announce Fourth Quarter and Fiscal Year 2020 Financial Results on April 8, 2021

    businesswire.com

    2021-03-31 07:30:00

    BEIJING--(BUSINESS WIRE)--New Frontier Health Corporation (“NFH” or “the Company”) (NYSE: NFH), operator of the premium healthcare services provider United Family Healthcare (UFH), today announced that it plans to release its fourth quarter and fiscal year ended December 31, 2020, financial results before the U.S. market opens on Thursday, April 8, 2021. The Company will hold a conference call on Thursday, April 8, 2021, at 8:00 am Eastern Time (or Thursday, April 8, 2021, at 8:00 pm Beijing Time) to discuss the financial results. Participants may access the call by dialing the following numbers: United States: 1-877-407-0789 International: 1-201-689-8562 China Domestic: 86 400 120 2840 Hong Kong: 800 965 561 Conference ID: 13718229 Participants are encouraged to dial into the call at least 15 minutes in advance due to high call volume. The replay will be accessible through April 15, 2021, by dialing the following numbers: United States: 1-844-512-2921 International: 1-412-317-6671 Conference ID: 13718229 A webcast will be available on the Company’s investor relations website at www.nfh.com.cn and will be archived on the site shortly after the call has concluded. A presentation to accompany the call will also be available for download on the website. About New Frontier Health Corporation New Frontier Health Corporation (NYSE: NFH) is the operator of United Family Healthcare (UFH), a leading private healthcare provider offering comprehensive premium healthcare services in China through a network of private hospitals and affiliated ambulatory clinics. UFH currently has nine hospitals in operation or under construction in all four tier 1 cities and selected tier 2 cities. Additional information may be found at www.nfh.com.cn.

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    New Frontier Health Corporation Announces Formation of Special Committee and Appointment of Advisors

    businesswire.com

    2021-03-18 08:00:00

    BEIJING--(BUSINESS WIRE)--New Frontier Health Corporation (“NFH” or the “Company”) (NYSE: NFH), operator of the premium healthcare services provider United Family Healthcare, today announced that its board of directors (the “Board”) has formed a special committee (the “Special Committee”) consisting of three independent directors, Dr. Edward Leong Che-hung, Professor Frederick Ma Si-hang and Mr. Lawrence Chia, to review and evaluate the previously announced preliminary non-binding “going private” proposal (the “Proposal”) set out in a letter dated February 9, 2021 from a buyer group consisting of New Frontier Public Holding Ltd. (“NFPH”), Carnival Investments Limited, a company affiliated with Leung Kam Chung (the “Chairman”), Roberta Lipson and her affiliates (collectively, the “CEO”), Max Rising International Limited, a company affiliated with Carl Wu (the “President”), Ying Zeng (the “COO”), Vivo Capital Fund IX (Cayman), L.P.(“Vivo”), NF SPAC Holding Limited and Sun Hing Associates Limited (together with NF SPAC Holding Limited, “Nan Fung”), Brave Peak Limited (“Shimao”), Aspex Master Fund (“Aspex”), Smart Scene Investment Limited (“Hysan”), and LY Holding Co., Limited (“LY” and, together with NFPH, the Chairman, the CEO, the President, the COO, Vivo, Nan Fung, Shimao, Aspex and Hysan, the “Buyer Group”). Mr. Lawrence Chia serves as the chairman of the Special Committee. The Special Committee has retained Duff & Phelps, LLC and Duff & Phelps Securities, LLC as its financial advisor and Davis Polk & Wardwell LLP as its legal counsel in connection with its review and evaluation of the Proposal. The Board cautions the holders of the Company’s securities and others considering trading the Company’s securities that neither the Board nor the Special Committee has made any decision with respect to the Company’s response to the Proposal. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that this or any other transaction will be approved or consummated. The Company does not undertake any obligation to provide any updates with respect to this or any other transaction, except as required under applicable law. About New Frontier Health Corporation New Frontier Health Corporation (NYSE: NFH) is the operator of United Family Healthcare (UFH), a leading private healthcare provider offering comprehensive premium healthcare services in China through a network of private hospitals and affiliated ambulatory clinics. UFH currently has nine hospitals in operation or under construction in all four tier 1 cities and selected tier 2 cities. Additional information may be found at www.nfh.com.cn. Forward-Looking Statements This press release contain “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements include, without limitation, NFH’s ability to address the effects of the COVID-19 pandemic; NFH’s ability to manage patient inflows; and NFH’s ability to prevent the spread of COVID-19 within its facilities; NFH’s ability to grow its business manage its growth; the benefits and synergies of the business combination it completed in December 2019, including anticipated cost savings, results of operations, financial condition, liquidity, prospects, growth, strategies and the markets in which the Company operates. Such forward-looking statements are based on available current market material and the Company’s expectations, beliefs and forecasts concerning future events impacting NFH. These forward-looking statements are not guarantees of future results and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside NFH’s control that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. For a discussion of such risks, please refer to NFH’s Annual Report on Form 20-F, filed with the SEC on March 31, 2020 and NFH’s subsequent filings with the SEC. NFH undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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    New Frontier Health Corporation Announces Receipt of Clarification to Preliminary Non-Binding “Going Private” Proposal

    businesswire.com

    2021-02-10 08:30:00

    BEIJING--(BUSINESS WIRE)--New Frontier Health Corporation (“NFH” or the “Company”) (NYSE: NFH), operator of the premium healthcare services provider United Family Healthcare (“UFH”), today announced that, following its announcement of receipt a preliminary non-binding proposal letter, dated February 9, 2021, from a buyer group consisting of New Frontier Public Holding Ltd. (“NFPH”), Carnival Investments Limited, a company affiliated with Leung Kam Chung (the “Chairman”), Roberta Lipson and her affiliates (collectively, the “CEO”), Max Rising International Limited, a company affiliated with Carl Wu (the “President”), Ying Zeng (the “COO”), Vivo Capital Fund IX (Cayman), L.P.(“Vivo”), NF SPAC Holding Limited and Sun Hing Associates Limited (together with NF SPAC Holding Limited, “Nan Fung”), Brave Peak Limited (“Shimao”), Aspex Master Fund (“Aspex”), Smart Scene Investment Limited (“Hysan”), and LY Holding Co., Limited (“LY” and, together with NFPH, the Chairman, the CEO, the President, the COO, Vivo, Nan Fung, Shimao, Aspex and Hysan, the “Buyer Group”), the Company received a clarification from representatives of the Buyer Group indicating that, the Buyer Group intends to, at a later time and in connection with the going-private transaction proposed by the Buyer Group, also propose to acquire all outstanding warrants to purchase ordinary shares of the Company not already beneficially owned by members of the Buyer Group or their affiliates. At this time, the Company has not received from the Buyer Group a proposal to acquire the warrants, nor any indication of the terms and conditions of any such proposal. The Company cautions the holders of the Company’s securities and others considering trading the Company’s securities that the Board has just received the proposal letter and the subsequent clarification, and has not had an opportunity to carefully review and evaluate the proposal letter or the subsequent clarification or make any decision with respect to the Company’s response to the proposal. There can be no assurance that any proposal will be made by the Buyer Group with respect to the warrants to purchase the ordinary shares of the Company, that any definitive offer will be made by the Buyer Group with respect to any securities of the Company, that any agreement will be executed relating to the proposed transaction or any other transaction or that this or any other transaction will be approved or consummated. The Company does not undertake any obligation to provide any updates with respect to this or any other transaction, except as required under applicable law. About New Frontier Health Corporation New Frontier Health Corporation (NYSE: NFH) is the operator of United Family Healthcare (UFH), a leading private healthcare provider offering comprehensive premium healthcare services in China through a network of private hospitals and affiliated ambulatory clinics. UFH currently has nine hospitals in operation or under construction in all four tier 1 cities and selected tier 2 cities. Additional information may be found at www.nfh.com.cn. Forward-Looking Statements This press release contain “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements include, without limitation, NFH’s ability to address the effects of the COVID-19 pandemic; NFH’s ability to manage patient inflows; and NFH’s ability to prevent the spread of COVID-19 within its facilities; NFH’s ability to grow its business manage its growth; the benefits and synergies of the business combination it completed in December 2019, including anticipated cost savings, results of operations, financial condition, liquidity, prospects, growth, strategies and the markets in which the Company operates. Such forward-looking statements are based on available current market material and the Company’s expectations, beliefs and forecasts concerning future events impacting NFH. These forward-looking statements are not guarantees of future results and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside NFH’s control that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. For a discussion of such risks, please refer to NFH’s Annual Report on Form 20-F, filed with the SEC on March 31, 2020 and NFH’s subsequent filings with the SEC. NFH undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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    New Frontier Health Corporation Announces Receipt of Preliminary Non-Binding “Going Private” Proposal

    businesswire.com

    2021-02-10 04:30:00

    BEIJING--(BUSINESS WIRE)--New Frontier Health Corporation (“NFH” or the “Company”) (NYSE: NFH), operator of the premium healthcare services provider United Family Healthcare (“UFH”), today announced that its board of directors (the “Board”) has received a preliminary non-binding proposal letter, dated February 9, 2021, from New Frontier Public Holding Ltd. (“NFPH”), Carnival Investments Limited, a company affiliated with Leung Kam Chung (the “Chairman”), Roberta Lipson and her affiliates (collectively, the “CEO”), Max Rising International Limited, a company affiliated with Carl Wu (the “President”), Ying Zeng (the “COO”), Vivo Capital Fund IX (Cayman), L.P.(“Vivo”), NF SPAC Holding Limited and Sun Hing Associates Limited (together with NF SPAC Holding Limited, “Nan Fung”), Brave Peak Limited (“Shimao”), Aspex Master Fund (“Aspex”), Smart Scene Investment Limited (“Hysan”), and LY Holding Co., Limited (“LY” and, together with NFPH, the Chairman, the CEO, the President, the COO, Vivo, Nan Fung, Shimao, Aspex and Hysan, the “Buyer Group”) to acquire all outstanding ordinary shares (the “Shares”) of the Company not already beneficially owned by members of the Buyer Group or their affiliates in a going-private transaction for US$12.00 per share in cash (the “Proposed Transaction”). The Proposed Transaction, if completed, would result in the Company becoming a privately held company and its ordinary shares would be delisted from the New York Stock Exchange. A copy of the proposal letter is attached hereto as Exhibit A. According to the proposal letter, the Buyer Group plans to finance the Proposed Transaction with equity capital from existing members of the Buyer Group and potential additional equity investors and debt capital. The Company expects that a special committee of the Board, comprised solely of independent, disinterested directors, will be formed to consider the proposal letter and evaluate the Proposed Transaction. The Company cautions the holders of the Company’s securities and others considering trading the Company’s securities that the Board has just received the proposal letter and has not had an opportunity to carefully review and evaluate the proposal or make any decision with respect to the Company’s response to the proposal. There can be no assurance that any definitive offer will be made by the Buyer Group, that any agreement will be executed relating to the Proposed Transaction or any other transaction or that this or any other transaction will be approved or consummated. The Company does not undertake any obligation to provide any updates with respect to this or any other transaction, except as required under applicable law. About New Frontier Health Corporation New Frontier Health Corporation (NYSE: NFH) is the operator of United Family Healthcare (UFH), a leading private healthcare provider offering comprehensive premium healthcare services in China through a network of private hospitals and affiliated ambulatory clinics. UFH currently has nine hospitals in operation or under construction in all four tier 1 cities and selected tier 2 cities. Additional information may be found at www.nfh.com.cn. Forward-Looking Statements This press release contain “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements include, without limitation, NFH’s ability to address the effects of the COVID-19 pandemic; NFH’s ability to manage patient inflows; and NFH’s ability to prevent the spread of COVID-19 within its facilities; NFH’s ability to grow its business manage its growth; the benefits and synergies of the business combination it completed in December 2019, including anticipated cost savings, results of operations, financial condition, liquidity, prospects, growth, strategies and the markets in which the Company operates. Such forward-looking statements are based on available current market material and the Company’s expectations, beliefs and forecasts concerning future events impacting NFH. These forward-looking statements are not guarantees of future results and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside NFH’s control that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. For a discussion of such risks, please refer to NFH’s Annual Report on Form 20-F, filed with the SEC on March 31, 2020 and NFH’s subsequent filings with the SEC. NFH undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Exhibit A – Proposal Letter February 9, 2021 The Board of Directors (the “Board”) New Frontier Health Corporation 10 Jiuxianqiao Road, Hengtong Business Park B7 Building, 1/F Chaoyang District, 100015, Beijing, China Dear Directors: New Frontier Public Holding Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Sponsor”), Carnival Investments Limited, a company affiliated with Leung Kam Chung and incorporated with limited liability under the laws of the British Virgin Islands (the “Chairman”), Roberta Lipson, a national of the United States, Benjamin Lipson Plafker Trust, Daniel Lipson Plafker Trust, Johnathan Lipson Plafker Trust and Ariel Benjamin Lee Trust (collectively, the “CEO”), Max Rising International Limited, a company affiliated with Carl Wu and incorporated with limited liability under the laws of the British Virgin Islands (the “President”), Mr. Zeng Ying, a national of the People’s Republic of China (“the COO”), Vivo Capital Fund IX (Cayman), L.P., an exempted limited partnership organized under the laws of the Cayman Islands (“Vivo”), NF SPAC Holding Limited, a company incorporated with limited liability under the laws of the British Virgin Islands (“Nan Fung A”), Sun Hing Associates Limited, a company incorporated with limited liability under the laws of the British Virgin Islands (“Nan Fung B,” collectively with Nan Fung A, “Nan Fung”), Brave Peak Limited, a company incorporated with limited liability under the laws of the British Virgin Islands (“Shimao”), Aspex Master Fund, a company incorporated with limited liability under the laws of the Cayman Islands (“Aspex”), Smart Scene Investment Limited, a company incorporated with limited liability under the laws of Hong Kong (“Hysan”), and LY Holding Co., Limited, a company incorporated with limited liability under the laws of British Virgin Islands (“LY”, together with the Sponsor, the Chairman, the CEO, the President, the COO, Vivo, Nan Fung, Shimao, Aspex and Hysan, the “Consortium” or “we”) are pleased to submit this preliminary non-binding proposal to acquire all outstanding ordinary shares (the “Shares”) of New Frontier Health Corporation (the “Company”) not already beneficially owned by members of the Consortium or their affiliates in a going private transaction (the “Transaction”). Our proposed purchase price for each Share is US$12.00 in cash, reflecting a valuation of the Company’s fully loaded enterprise value being approximately 86 times its 2019 adjusted EBITDA and 121 times its LTM EBITDA (before IFRS 16 adoption) as of Q3 2020. We believe that our proposal provides an attractive opportunity for the Company’s shareholders. Our proposed purchase price represents a premium of approximately 27.9% to the closing trading price of the Shares on February 8, 2021, the last trading day prior to the date hereof and a premium of 36.8% to the volume-weighted average closing price during the last 30 trading days. As of the date hereof, members of the Consortium hold an aggregate of 52,259,799 issued and outstanding Shares, representing approximately 39.8% of the total issued and outstanding Shares. In addition, the Sponsor holds voting proxies granted by shareholders of the Company (not including any shareholder who is already a member of the Consortium) in respect of 17,316,625 issued and outstanding Shares, representing approximately 13.2% of the total issued and outstanding Shares. The principal terms and conditions upon which the Consortium is prepared to pursue the Transaction are set forth below. 1. Consortium. The members of the Consortium have entered into a consortium agreement and will, during the period beginning on the date hereof and ending on the earlier of (i) the date that is twenty-four (24) months after the date hereof and (ii) the termination of the Consortium Agreement among the members of the Consortium, work exclusively with each other to implement the Transaction. Please be advised that members of the Consortium are interested only in pursuing this Transaction and are not interested in conducting or supporting any alternative transaction involving the Company. 2. Purchase Price. We propose to acquire all of the outstanding Shares, other than those beneficially owned by the members of the Consortium and to be rolled over for the purposes of funding the Transaction, at a purchase price equal to US$12.00 per Share, in cash, based on the Company’s share capital set forth in the Company’s public filings. 3. Financing. We intend to finance the Transaction with equity capital sourced from existing members of the Consortium (including by way of rollover shares and/or cash contribution) and potentially additional equity investors, as well as debt financing to be arranged by the Consortium. 4. Due Diligence. We are prepared to move expeditiously to complete the proposed Transaction as soon as practicable. We have engaged Simpson Thacher & Bartlett LLP as our legal counsel and believe that, with the full cooperation of the Company, we can complete customary commercial, legal, financial and accounting due diligence for the Transaction, in a timely manner and in parallel with discussions on the definitive agreements. 5. Definitive Documentation. Assuming our satisfaction with the results of our due diligence investigation, we are prepared to promptly negotiate and finalize the definitive agreements (the “Definitive Agreements”) providing for the Transaction. This proposal is subject to the execution of the Definitive Agreements. We expect that such Definitive Agreements with respect to the Transaction will contain representations, warranties, covenants and conditions which are typical, customary and appropriate for transactions of this type. 6. Process. We believe the Transaction will provide superior value to the Company’s shareholders. We recognize that the Board will evaluate the Transaction independently before it can make its determination to endorse it. Given the involvement of the Sponsor, the Chairman, the CEO, the President, the COO, Vivo, Nan Fung, Shimao, Aspex, Hysan and LY, we expect that the independent, disinterested members of the Board will proceed to consider the proposed Transaction. 7. Confidentiality. Certain members of the Consortium will, as required by law, promptly file an amendment to its Schedule 13D to disclose this proposal. However, we are sure you will agree with us that it is in all of our interests to ensure that we proceed in a confidential manner, unless otherwise required by law, until we have executed Definitive Agreements or terminated our discussions. 8. No Binding Commitment. This proposal is not a binding offer, agreement or an agreement to make a binding offer. This letter is a preliminary indication of interest by the Consortium and does not contain all matters upon which agreement must be reached in order to consummate the proposed Transaction, nor does it create any binding rights or obligations in favor of any person. A binding commitment will result only from the execution of Definitive Agreements, and then will be on the terms and conditions provided in such documentation. In closing, the Consortium would like to express its commitment to working together to bring this proposed Transaction to a successful and timely conclusion. Should you have any questions regarding this proposal, please do not hesitate to contact us. We look forward to hearing from you. Sincerely, NEW FRONTIER PUBLIC HOLDING LTD. For an on behalf of the Consortium /s/ Carl Wu Name: Carl Wu Title: Director

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    New Frontier Health Corporation Announces Receipt of Preliminary Non-Binding “Going Private” Proposal

    businesswire.com

    2021-02-10 04:30:00

    BEIJING--(BUSINESS WIRE)--New Frontier Health Corporation (“NFH” or the “Company”) (NYSE: NFH), operator of the premium healthcare services provider United Family Healthcare (“UFH”), today announced that its board of directors (the “Board”) has received a preliminary non-binding proposal letter, dated February 9, 2021, from New Frontier Public Holding Ltd. (“NFPH”), Carnival Investments Limited, a company affiliated with Leung Kam Chung (the “Chairman”), Roberta Lipson and her affiliates (colle

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    New Frontier Health Corporation Announces Third Quarter 2020 Financial Results

    businesswire.com

    2020-12-02 06:00:00

    BEIJING, China--(BUSINESS WIRE)--New Frontier Health Corporation (“NFH” or the “Company”) (NYSE: NFH), operator of the premium healthcare services provider United Family Healthcare (“UFH"), today announced its unaudited financial results for the third quarter ended September 30, 2020. Financial and Operating Highlights1 All comparisons made on both a year-over-year (“yoy”) and quarter-on-quarter (“qoq”) basis. 2 Third Quarter 2020 Highlights: Revenue increased by 3.7% yoy to RMB626.6 million from RMB603.9 million and increased by 14.1% from the prior quarter, as revenue continued to recover since the initial outbreak of the COVID-19 pandemic in February. Adjusted EBITDA (before IFRS 16 adoption)3 increased by 162.8% yoy to RMB89.9 million from RMB34.2 million and increased by 66.6% from the prior quarter. The increase was primarily due to revenue recovery and continued implementation of cost savings initiatives, as well as strong revenue ramp-up from Tier 1 expansion assets. Net loss decreased to RMB69.8 million from RMB79.3 million in the prior quarter, representing a decrease from RMB86.3 million in the prior year period. Despite an increase in finance expenses to RMB61.8 million from RMB33.7 million in the prior year period as a result of the Company’s Senior Secured Term Loan, net loss continued to narrow primarily due to increased patient volume and strong revenue growth month-over-month in the third quarter of 2020, continued implementation of cost-saving initiatives, and other cost reductions as a benefit of government policies enacted in response to the COVID-19 pandemic. Tier 1 Operating Assets: revenue increased by 2.1% yoy to RMB446.2 million from RMB436.9 million and increased by 16.7% qoq. Adjusted EBITDA (before IFRS 16 adoption) increased by 14.7% yoy to RMB126.1 million from RMB109.9 million and increased by 27.9% qoq. The yoy increases in revenue and Adjusted EBITDA were primarily attributable to steady recovery of patient volume across various specialties and continued implementation of cost controls. Tier 2 Operating and Other Assets: revenue decreased by 14.4% yoy to RMB79.6 million from RMB93.0 million, as patient volume impacted by lower birth rates in 2020 and lower paediatric patient volume observed across China. Adjusted EBITDA (before IFRS 16 adoption) increased to RMB3.9 million from RMB2.3 million, primarily due to the gradual recovery of patient volume and implementation of cost controls. Expansion Assets: revenue increased by 36.0% yoy to RMB100.7 million from RMB74.0 million due to strong growth of the new hospitals in Guangzhou and Pudong, Shanghai. Adjusted EBITDA (before IFRS 16 adoption) increased by 67.8% yoy to RMB(12.9) million from RMB(40.0) million. Outpatient visits decreased by 0.5% yoy to 152,951 from 153,667 and increased by 21.7% qoq. Inpatient admissions decreased by 15.1% yoy to 2,210 from 2,604 and increased by 7.3% qoq. Bed utilization rate* decreased to 33.7% yoy from 39.4% due to lower inpatient admissions and expanded bed capacity from new hospitals. ASP: outpatient ASP increased by 9.4% yoy and inpatient ASP increased by 15.2% yoy due to an increase in the number of higher acuity services provided at the Company’s facilities. * Bed utilization is calculated based on the weighted average maximum bed capacity for the period. “We are pleased to see strong sequential revenue growth in the third quarter,” said Mr. Antony Leung, Chairman of NFH. “Despite restrictions related to COVID-19, our business continued to recover as our volumes for outpatient visits and inpatient admissions continued to grow from last quarter, mainly as a result of increased demand from the Chinese patient population. Under the leadership of the new combined management team, we are pleased to report significant improvement in Adjusted EBITDA profitability. Over the last several months, we have seen rapid growth in our Chinese patient base. At the same time, as domestic travel restrictions continue to ease and international borders open on a controlled basis, we expect foreign patient volumes to improve as well. In the event there is another wave of the COVID-19 outbreak during the winter, we believe that NFH is well prepared with strict internal controls to protect patients and staff. As we continue to expand our capabilities to withstand future outbreaks, we remain confident in our Company and expect to be able to continue to execute our operational and strategic plans to provide sustainable growth for our shareholders.” Ms. Roberta Lipson, Chief Executive Officer of NFH and founder of UFH, commented, “We are optimistic about our ongoing recovery trend in the third quarter as demonstrated by the increase in both outpatient and inpatient numbers from the prior quarter. We are also pleased with several important developments in recent months. Our recent collaboration with Shandong University Qilu Hospital allows us to enhance our service offerings in the Qingdao United Family Hospital (“QDU”), providing patients with a deeper bench of medical specialty talent and options of faster access and more personalized care at United Family for traditional public hospital patients. Also, our hospital in Guangzhou reported positive Adjusted EBITDA for the first time in May after only 21 months of operation and is expected to contribute regularly to our Adjusted EBITDA performance moving forward. Additionally, in August, our Shanghai United Family Hospital (“PXU”) performed its first percutaneous coronary intervention (PCI) procedure in its state-of-the-art hybrid operating room, demonstrating the leading techniques of our PXU clinical team. We continue to add new talent to our medical team to provide more in-depth clinical guidance and enhanced services to our patients as demonstrated by the increase in our high acuity procedures.” Ms. Lipson continued, “Looking ahead, we remain focused on working closely with multi-national corporations, state-owned enterprises, schools and embassies to minimize COVID risk and meet society’s COVID-19 testing needs while continuing to expand our service capabilities. We remain committed to optimizing our business performance and delivering long-term value to our shareholders.” Third Quarter 2020 Results For management purposes, the Company is organized into business units based on the category and stage of development of the Company’s healthcare facilities and geographic locations. There are three reportable operating segments, as follows: (a) Tier 1 Operating Assets: the existing general healthcare facilities located in tier 1 cities in China, such as Beijing United Family Hospital (“BJU”), Shanghai United Family Hospital (“PXU”), and their associated clinics. (b) Tier 2 Operating and Other Assets: the existing general healthcare facilities located in tier 2 cities in China, such as Tianjin United Family Hospital (“TJU”), Qingdao United Family Hospital (“QDU”), and other assets, such as a Beijing United Family Rehabilitation Hospital (“Rehab”) and other clinic assets. (c) Expansion Assets: the facilities recently opened or about to open including Shanghai Xincheng United Family Hospital (“PDU”), Guangzhou United Family Hospital (“GZU”), and Beijing Jingbei Women and Children’s United Family Hospital (“DTU”). Revenue (RMB mm) 3Q19 3Q20 Y-o-y Change % Q-o-q Change % Tier 1 Operating Assets (1) 436.9 446.2 2.1 % 16.7 % Tier 2 Operating and Other Assets (3) 93.0 79.6 -14.4 % 2.7 % Operating Assets(4) 529.9 525.8 -0.8 % 14.4 % Expansion Assets(5) 74.0 100.7 36.0 % 13.0 % Total 603.9 626.6 3.7 % 14.1 % (1) Tier 1 Operating Assets: revenue from UFH’s tier 1 facilities and their associated clinics increased by 2.1% yoy due to double digit revenue growth yoy in various specialties such as family medicine, internal medicine, surgery, and orthopaedics, however, Tier 1 Operating Assets were also impacted by lower obstetrics revenue due to low birth rates in 2020 and lower revenue from paediatrics comparing to 2019 Revenue increased by 16.7% qoq due to strong revenue recovery in Beijing following the second wave of the COVID-19 outbreak there in June and an increase in demand for non-emergency medical services. Both BJU and PXU, as well as their associated clinics, achieved double digit revenue growth qoq. (2) Tier 2 Operating and Other Assets: revenue from UFH’s tier 2 facilities and other assets, as a group, decreased by 14.4% yoy and increased by 2.7% qoq due to the gradual recovery of patient volume and an increase in demand for non-emergency medical services. Despite strong revenue growth yoy in specialties including internal medicine, family medicine, emergency medicine, overall revenue for tier 2 facilities is still in the process of recovering to last year’s level due to higher revenue contribution from obstetrics and paediatrics. (3) Total Operating Assets: UFH’s operating assets, as a group, decreased by 0.8% yoy and increased by 14.4% qoq due to recovery of patient volume and an increase in demand for non-emergency medical services. Expansion Assets: UFH’s GZU and PDU facilities were formally launched with complete practice licenses4 in the fourth quarter of 2018. As a result of increased brand recognition and new patient uptick at GZU and PDU, revenue for UFH’s expansion assets, as a group, increased to RMB100.7 million in the third quarter of 2020 from RMB74.0 million in the third quarter of 2019. GZU recorded revenue growth of 45.6% yoy and PDU 37.6% yoy. In addition, since opening, both GZU and PDU gradually developed their higher acuity services, which has contributed significantly to revenue growth in the third quarter of 2020 and a qoq increase of 13.0%. Adjusted EBITDA (before IFRS 16 adoption) (RMB mm) 3Q19 3Q20 Y-o-Y Change % Q-o-q Change % Adjusted EBITDA (before IFRS 16 adoption) Tier 1 Operating Assets(1) 109.9 126.1 14.7 % 27.9 % Tier 2 Operating and Other Assets(2) 2.3 3.9 70.7 % 10.3 % Operating Assets(3) 112.2 130.0 15.8 % 27.3 % Expansion Assets(4) -40.0 -12.9 67.8 % 33.7 % Unallocated Cost -37.9 -27.2 28.4 % 5.4 % Total Adjusted EBITDA (before IFRS 16 adoption)(5) 34.2 89.9 162.8 % 66.6 % Tier 1 Operating Assets: BJU, PXU, and their associated clinics, achieved Adjusted EBITDA (before IFRS 16 adoption) of RMB126.1 million in the third quarter of 2020, an increase of 14.7% yoy and 27.9% qoq due to revenue recovery and implementation of cost control measures. (2) Tier 2 Operating and Other Assets: TJU, Rehab, and QDU achieved Adjusted EBITDA (before IFRS 16 adoption) of RMB3.9 million in the third quarter of 2020 compared to RMB2.3 million in the third quarter of 2019, primarily attributable to the implementation of cost control measures. Total Operating Assets: UFH’s operating assets, as a group, achieved Adjusted EBITDA (before IFRS 16 adoption) increase of 15.8% yoy to RMB130.0 million in the third quarter of 2020, an increase of 27.3% qoq, primarily due to strong revenue recovery and implementation of cost control measures. Expansion Assets: expansion assets, as a group, experienced an increase in Adjusted EBITDA (before IFRS 16 adoption) to RMB(12.9) million in the third quarter of 2020, an improvement from RMB(40.0) million in the third quarter of 2019, due to strong revenue growth. Adjusted EBITDA (before IFRS 16 adoption) for GZU reached breakeven for five consecutive months, beginning in May. Total Adjusted EBITDA (before IFRS 16 adoption) for the third quarter of 2020 was RMB89.9 million compared to RMB34.2 million in the prior year period, primarily due to revenue recovery, strong ramp-up of expansion assets, and implementation of cost control measures. 3Q2019 3Q2020 Y-o-Y Change % Q-o-q Change % Outpatient Volume Inpatient Admission Outpatient Volume Inpatient Admission Outpatient Volume Inpatient Admission Outpatient Volume Inpatient Admission Tier 1 Operating Assets 114,626 1,598 109,639 1,293 -4.4 % -19.1 % 22.6 % 7.4 % Tier 2 Operating and Other Assets 21,782 614 21,232 428 -2.5 % -30.3 % 15.2 % -4.9 % Operating Assets(1) 136,408 2,212 130,871 1,721 -4.1 % -22.2 % 21.3 % 4.1 % Expansion Assets(2) 17,259 392 22,080 489 27.9 % 24.7 % 23.6 % 20.7 % Total UFH 153,667 2,604 152,951 2,210 -0.5 % -15.1 % 21.7 % 7.3 % (1) Operating Assets (Tier 1 and Tier 2): the yoy decline of both inpatient and outpatient volume was primarily due to circumstances related to the COVID-19 pandemic, as patients postponed or cancelled non-emergency medical services. Following the downgrade of the emergency response to Beijing’s second wave of COVID-19 cases in June, outpatient volumes began to recover gradually in August. By September, total outpatient volume of operating assets had recovered to the same level as in the same month in the prior year. Inpatient volume continued to be affected as the Company was encouraged to delay non-emergency and elective procedures. The yoy decline in inpatient admission was attributable to 1) lower admissions in obstetrics department due to nation-wide low birth rates in 2020, and 2) lower admissions in the paediatrics department throughout UFH’s facilities, as schools remained closed and enhanced personal hygiene and protective measures for school children were implemented. However, the Company continued to see strong yoy growth in other departments, such as family medicine, dental, internal medicine, surgery and orthopaedics. (2) Expansion Assets: Both PDU and GZU had significant growth in both outpatient and inpatient volumes. In the third quarter of 2020, outpatient volume for PDU and GZU achieved 41.3% and 21.5% yoy, respectively, primarily driven by OBGYN, family medicine, and other specialties. With increased brand recognition, inpatient volume achieved 24.7% yoy as a result of OBGYN, internal medicine, as well as other specialties. FINANCIAL RESULTS Unaudited Third Quarter 2020 Results Revenue was RMB626.6 million ($92.3 million) in the third quarter, representing an increase of 3.7% yoy from RMB603.9 million in the third quarter of 2019. The increase was primarily driven by growth in both operating assets and expansion assets. Revenue increased by 14.1% from the prior quarter due to strong recovery in patient volume and increased demand for premium healthcare service. Tier 1 Operating Assets: revenue increased by 2.1% yoy to RMB446.2 million from RMB436.9 million and increased by 16.7% qoq. Adjusted EBITDA (before IFRS 16 adoption) increased by 14.7% yoy to RMB126.1 million from RMB109.9 million and increased by 27.9% qoq. The yoy increases in revenue and Adjusted EBITDA were primarily attributable to steady recovery of patient volume in various specialties and implementation of cost controls. Tier 2 Operating and Other Assets: revenue decreased by 14.4% yoy to RMB79.6 million from RMB93.0 million, and Adjusted EBITDA (before IFRS 16 adoption) increased to RMB3.9 million from RMB2.3 million, primarily due to the gradual recovery of patient volume and implementation of cost controls. Expansion Assets: revenue increased by 36.0% yoy to RMB100.7 million from RMB74.0 million, due to continued ramp up of patient volume at GZU and PDU. Adjusted EBITDA (before IFRS 16 adoption) increased by 67.8% yoy to RMB(12.9) million from RMB(40.0) million. Operating expenses were RMB591.3 million in the third quarter, representing a decrease of 5.8% yoy from RMB627.9 million and an increase of 4.6% qoq. Salaries, wages and benefits expenses decreased by 16.1% yoy to RMB295.0 million from RMB351.7 million and increased by 2.1% qoq. The yoy decrease was primarily due to the implementation of cost-saving initiatives, which included voluntary pay reductions at headquarters, utilization of employee leave, and reduction in social insurance and benefits expenses as a result of government policies during the pandemic. The qoq increase was primarily a result of a new government policy starting from July 2020, whereby only hospitals and clinics with smaller sizes received benefits from reductions in social insurance and current government policies. Supplies and purchased medical services expenses increased by 20.0% yoy to RMB114.0 million from RMB95.0 million and increased by 10.2% qoq, mainly due to the enhancement of vaccination services and increased use of medical supplies as a result of the increased number of patients treated and the Company’s expansion to provide more complex and sophisticated services. Depreciation and amortization expenses increased by 23.9% yoy to RMB105.2 million from RMB84.9 million and decreased by 0.9% qoq. The yoy increase was mainly due to fair value appreciation of plant and equipment, contracts with insurers related to the business combination, and full depreciation of the expanded PXU facility. Lease and rental expense decreased by 81.0% yoy to RMB0.7 million from RMB3.7 million, primarily due to a reduction in rental expenses as a result of government policies implemented during the pandemic. Bad debt expense was an expense of RMB0.6 million compared to a bad debt benefit of RMB0.2 million in the prior year period, and a bad debt benefit of RMB1.8 million in the prior quarter, primarily due to the increase in trade receivable as a result of revenue growth. Other operating expenses decreased by 18.1% yoy to RMB76.0 million from RMB92.8 million, mainly due to cost-saving initiatives, a decrease in transaction costs, and fees payable to certain Chinese partners of the Company. Other operating expenses increased by 9.9%, or RMB6.9 million, from the prior quarter, mainly attributable to an increase in utilities expenses due to recovery of patient volumes, and an increase in fees payable to certain Chinese partners due to increased profitability as a result of revenue recovery from the prior quarter. As a result of the above, income from operations in the third quarter of 2020 was RMB35.2 million ($5.2 million) compared to loss from operations of RMB23.9 ($3.5 million) in the prior year period. Loss before income taxes in the third quarter of 2020 was RMB60.3 million ($8.9 million), compared to loss before income taxes of RMB71.5 million ($10.5 million) in the prior year period. Net loss in the third quarter of 2020 was RMB69.8 million ($10.3 million), compared to net loss of RMB86.3 million ($12.7 million) in the prior year period. The decrease in losses yoy mainly resulted from increased patient volume and strong revenue growth month-over-month in the third quarter of 2020, cost-saving initiatives, and cost reductions as a benefit of government policies in response to the COVID-19 pandemic, despite the increase in finance costs due to the Company’s Senior Secured Term Loan. As of September 30, 2020, the Company had RMB748.9 million ($110.3 million) in cash and cash equivalents. Cash generated from operating activities for the third quarter were RMB48.6 million ($7.2 million), cash used for investing activities were RMB88.3 million ($13.0 million), and cash used for financing activities were RMB43.5 million ($6.4 million) for capital lease payments and repayment of Senior Secured Term Loan. RECONCILIATON OF NON-IFRS FINANCIAL MEASURES (RMB mm) For the three months ended September 30, 2019 2020 Net loss (86 ) (70 ) Less: Finance income (1 ) (1 ) Add: Finance costs 33 62 Add: Foreign exchange loss 21 30 Less: Gain on disposal of a subsidiary - (1 ) Less: Other (income)/expenses, net (6 ) 5 Add: Income tax expense 15 10 Operating (loss)/income (24 ) 35 Add: Share-based compensation expense/(benefit) 10 (3 ) Add: Depreciation and amortization 85 105 Add: Discontinued monitoring fee payable to Fosun Pharma and TPG 1 - Add: Transaction related costs 9 1 Add: Severance costs - 2 Add: Relocation costs of New Puxi Hospital 3 - Adjusted EBITDA 84 140 Less: Lease expense adjustments as a result of IFRS 16 adoption (50 ) (50 ) Adjusted EBITDA (before IFRS 16 adoption) 34 90 For the three months ended September 30, 2020 Operating assets Tier 1 Operating assets - Tier 2 and other assets Expansion assets Total Segment results 147 9 8 164 Less: Segment lease expense adjustment as a result of adoption of IFRS 16 (23 ) (5 ) (21 ) (49 ) Add: Severance costs 2 - - 2 Adjusted EBITDA (before IFRS 16 Adoption) 126 4 (13 ) 117 Less: Unallocated costs – others (27 ) Total Adjusted EBITDA (before IFRS 16 Adoption) 90 Add: Lease expense adjustment as a result of adoption of IFRS 16 50 Adjusted EBITDA 140 Add: Share-based compensation benefit 3 Less: Depreciation and amortization (105 ) Less: Transaction related costs (1 ) Less: Severance costs (2 ) Operating income 35 Add: Finance income 1 Less: Finance costs (62 ) Less: Foreign exchange loss (30 ) Less: Other expenses, net (5 ) Add: Gain on disposal of a subsidiary 1 Less: Income tax expense (10 ) Net loss (70 ) RECENT DEVELOPMENTS COVID-19 Recovery Trend & Operational Focus The Company’s volumes for outpatient visits and inpatient admissions continued to recover during the quarter. While patient numbers during the quarter remained lower compared to the prior year period, the gap continues to narrow from the previous two quarters. Local government restrictions related to COVID-19 continue to have some impact on our facilities. Although patient volume has yet to fully recover, there was positive quarter-over-quarter growth in both outpatient volumes and inpatient admission during the quarter. For the most part, China has been able to control the spread of COVID-19 with few to no cases in cities where UFH has its medical facilities since July. Although daily life in China has mostly returned to normal, the public health system and UFH facilities remain diligent in the fight against COVID-19. Not only do we continue to strictly adhere to safety protocols to protect our patients and staff, we have also continued to expand our capabilities in the event there is another wave of COVID-19 this winter. To this end, we continue to ensure and demonstrate our ability to provide sufficient COVID-19 PCR tests and COVID-19 antibody tests as we accumulate what we expect to be sufficient PPE for a potential resurgence of the virus in China. Patient Nationality Mix Trends Due to the closure of international borders and other travel restrictions within China since the onset of the pandemic, the Company has seen a shift in patient mix. Since this time, there has been strong growth in the Chinese patient population at all UFH facilities. Beginning in the second quarter, Chinese patient numbers not only returned to prior levels but also continued to increase for overall growth. UFH also saw an increase in foreign patient volumes in the third quarter of 2020 compared to the second quarter of 2020. As domestic travel restrictions continue to ease and international borders open on a controlled basis, the Company expects foreign patient volumes to maintain its growth trend in the near future. QDU Strategic Co-operations Kick-Off During the quarter, Qingdao United Family Hospital signed an agreement for a close cooperation with Shandong University Qilu Hospital. The agreement calls for clinical collaboration by offering our patients a deeper bench of medical specialty talent, as well as offering traditional patients of the public tertiary facility options to seek faster access and more personalized care at our Qingdao facility. The Qingdao hospital also completed construction of its Radiation Therapy Cancer Treatment Center. The center will be managed jointly by QDU and Icon Corporation of Australia under a profit-sharing agreement signed in August of this year. Housing a state-of-the-art Varian Linac, a radiation cancer treatment linear accelerator, the center is designed to attract cancer patients who are expected to also bring revenues from imaging, laboratory and surgery to the hospital. BJU Building 1 Lease Expiration The lease on Building 1 of the BJU campus started in 1995 and was renewed in 2016. The renewal expires on December 31, 2020, and an extension agreement has not yet been reached. Provisions are underway for potential non-renewal, with plans underway for certain existing operations to be relocated to the clinics and other UFH facilities in Beijing. A majority of the clinics will be relocated to Building 2, in addition to some newly-leased, street front commercial space adjacent to the hospital. Losses in patient maternity rooms will be supplemented by a space in the new Beijing Jingbei Women and Children’s United Family Hospital (“DTU”) Facility. GZU Positive Adjusted EBITDA starting from May After only 21 months of operations, GZU reported positive Adjusted EBITDA for the first time in May 2020 and maintained positive Adjusted EBITDA since. Even during the COVID-19 period, GZU has seen months of continuous volume growth driven by OBGYN, postpartum care, internal medicine, orthopaedics, surgery, and the recently-expanded cosmetic dermatology center. PXU New Cardiac Surgery Clinical Service Line During the quarter, PXU performed its first percutaneous coronary intervention (PCI) procedure in its state-of-the-art, hybrid operating room, equipped with the Siemens Artis Pheno DSA. This marks the first of several successful, complicated cardiac procedures performed by the PXU clinical team, including the first CIED defibrillator implant equipped with a Medtronic CareLink remote tracking system for improved patient safety management. Key Clinical Additions during the Quarter In the past few months, UFH has continued to make key clinical hires to expand the system’s medical team’s capabilities. In September, BJU brought on Dr. Lai Ailun as senior GYN physician. Dr. Lai brings with her more than 30 years of clinical experience at Fuxing Hospital, an affiliate hospital of Capital Medical University. Dr. Lai specializes in the diagnosis and treatment of gynecological endocrine diseases, and she is also experienced in gynecological endoscopy and vaginal surgeries, including laparoscopic surgery for tumors, hysteroscopic surgery, and plastic and reconstructive surgery for the women’s reproductive system. During the quarter, PXU introduced Dr. Mike Huang as the hospital’s new Chair of Internal Medicine. Dr. Huang joins the UFH family with more than 27 years of experience. Prior to joining PXU, Dr. Huang served as the Deputy Director and Chief Physician of the Department of Gastroenterology & Endoscopy at Shanghai East Hospital. Dr. Huang specializes in several areas, including gastroenterology and advanced endoscopic diagnosis and therapy, endoscopic submucosal dissection (ESD), endoscopic retrograde cholangiopancreatography (ERCP), endoscopic ultrasound (EUS), fine needle aspiration (FNA), and scleroant injection and band ligation for gastro-esophageal varices and internal hemorrhoids. Also in the quarter, Dr. Jixi Liu joined BJU as the new Section Chief for its Digestive Center. Dr. Liu has vast experience in internal medicine, with previous work experience at Peking Union Medical College Hospital in Beijing, Centro Hospitalar Conde Sao Januario in Macau, and Alborg University Hospital in Denmark. Dr. Liu is an expert in the diagnosis and treatment of gastroesophageal reflux disease, Helicobacter pylori related disease, inflammatory bowel disease, celiac disease, irritable bowel syndrome, alcoholic liver disease, autoimmune hepatic disease, and autoimmune pancreatitis. As an expert in endoscopy, Dr. Liu specializes in the endoscopic diagnosis of gastrointestinal cancer, neuroendocrine neoplasm, and gastrointestinal stromal tumors. BUSINESS OUTLOOK Despite the challenges brought by COVID-19, the Company expects to see a continued increase in revenues over previous quarters with the steady recovery of our patient volumes. For the fourth quarter, the Company expects a flat to slight year -over -year revenue increase. This forecast reflects the Company’s current and preliminary views, which are subject to change. CONFERENCE CALL A conference call and webcast to discuss New Frontier Healthcare’s financial results and guidance will be held at 8:00 a.m. U.S. Eastern Time on Wednesday, December 2, 2020 (or Wednesday, December 2, 2020, at 9:00 pm Beijing Time). Interested parties may listen to the conference call by dialing numbers below: United States: 1-877-407-0789 International: 1-201-689-8562 China Domestic: 86 400 120 2840 Hong Kong: 800 965 561 Conference ID: 13713649 The replay will be accessible through December 9, 2020, by dialing the following numbers: United States: 1-844-512-2921 International: 1-412-317-6671 Replay PIN: 13713649 The webcast will be available on the Company’s investor relations website at www.nfh.com.cn and will be archived on the site shortly after the call has concluded. A presentation to accompany the call will also be available for download on the website. About New Frontier Health Corporation New Frontier Health Corporation (NYSE: NFH) is the operator of United Family Healthcare (UFH), a leading private healthcare provider offering comprehensive premium healthcare services in China through a network of private hospitals and affiliated ambulatory clinics. UFH currently has nine hospitals in operation or under construction in all four tier 1 cities and selected tier 2 cities. Additional information may be found at www.nfh.com.cn. Forward-Looking Statements Certain statements made in this release are "forward looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words "estimates," "projected," "expects," "anticipates," "forecasts," "plans," "intends," "believes," "seeks," "may," "will," "should," "future," "propose" and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements include, without limitation, NFH’s ability to address the effects of the COVID-19 pandemic; NFH’s ability to manage patient inflows; and NFH’s ability to prevent the spread of COVID-19 within its facilities; NFH’s ability to grow its business manage its growth; the benefits and synergies of the business combination it completed in December 2019, including anticipated cost savings, results of operations, financial condition, liquidity, prospects, growth, strategies and the markets in which the Company operates. Such forward-looking statements are based on available current market material and management’s expectations, beliefs and forecasts concerning future events impacting NFH. These forward-looking statements are not guarantees of future results and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside NFH’s control that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. For a discussion of such risks, please refer to NFH’s Annual Report on Form 20-F, filed with the SEC on March 31, 2020 and NFH’s subsequent filings with the SEC. NFH undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Non-IFRS Measures The discussion and analysis includes certain measures, including Adjusted EBITDA (before IFRS 16 adoption), which have not been prepared in accordance with IFRS. This measure does not have any standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. This measure should be considered as supplemental in nature and not as a substitute for the related financial information prepared in accordance with IFRS. We use this measure to evaluate our operating results and for financial and operational decision-making purposes. We believe that Adjusted EBITDA is helpful in comparing our performance over various reporting periods on a consistent basis by removing from operating results the impact of items that do not reflect core operating performance, and in identifying underlying operating results and trends. Adjusted EBITDA (before IFRS 16 adoption), is calculated as net loss plus (i) depreciation and amortization, (ii) finance costs/(income), (iii) other gains or losses, (iv) other expenses (such as share based compensation), (v) provision for income taxes, as further adjusted for (vi) certain monitoring fees paid to certain shareholders prior to the Business Combination, (vii) lease expense adjustments as a result of adoption of IFRS 16, (viii) transaction related costs (such as insurance amortization), and (ix) severance costs as a result of the restructuring process mainly in corporate headquarters since the second quarter of 2020. UFH adopted IFRS 16 on January 1, 2019, and recognized lease liabilities and corresponding “right-of-use” assets for all applicable leases, and recognized interest expense accrued on the outstanding balance of the lease liabilities and depreciation of right-of-use assets. As a result, the adoption of IFRS 16 caused depreciation and amortization and finance costs to increase in 2019, and excluded all applicable lease expenses in Adjusted EBITDA. For ease of comparison to prior periods, the Company eliminated the impact of IFRS 16 on Adjusted EBITDA. Please see the table captioned “Reconciliations of non-IFRS Financial Measures.” Exchange Rate Information The translations from Renminbi to U.S. dollars included in the financial statements and elsewhere in this press release have been included for purposes of convenience were made at a rate of RMB6.7896 to US$1.00, the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on September 30, 2020. Source: New Frontier Health Corporation NEW FRONTIER HEALTH CORPORATION UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (All amounts in thousands) Predecessor Successor Predecessor Successor For the three months ended September 30, 2019 For the three months ended September 30, 2020 For the nine months ended September 30, 2019 For the nine months ended September 30, 2020 RMB RMB US$ RMB RMB US$ Revenues 603,929 626,567 92,283 1,809,462 1,606,458 236,606 Operating expenses Salaries, wages and benefits (351,711 ) (295,005 ) (43,450 ) (1,039,607 ) (888,208 ) (130,819 ) Supplies and purchased medical services (94,966 ) (113,954 ) (16,784 ) (288,590 ) (292,888 ) (43,138 ) Depreciation and amortization expense (84,887 ) (105,166 ) (15,489 ) (253,740 ) (319,410 ) (47,044 ) Lease and rental expense (3,660 ) (696 ) (103 ) (10,402 ) (2,179 ) (321 ) Bad debt benefit/(expense) 156 (555 ) (82 ) (3,060 ) (2,804 ) (413 ) Other operating expenses (92,786 ) (75,962 ) (11,188 ) (248,907 ) (210,185 ) (30,957 ) Expense total (627,854 ) (591,338 ) (87,096 ) (1,844,306 ) (1,715,674 ) (252,692 ) Operating (loss)/income (23,925 ) 35,229 5,187 (34,844 ) (109,216 ) (16,086 ) Finance income 549 563 83 1,740 1,586 234 Finance costs (33,722 ) (61,789 ) (9,101 ) (103,142 ) (199,853 ) (29,435 ) Foreign exchange losses (20,869 ) (30,405 ) (4,478 ) (22,695 ) (12,873 ) (1,896 ) Gain on disposal of a subsidiary - 796 117 - 3,558 524 Other income/(expenses), net 6,424 (4,672 ) (688 ) 7,220 8,339 1,228 Loss before income taxes (71,543 ) (60,278 ) (8,880 ) (151,721 ) (308,459 ) (45,431 ) Income tax expense (14,707 ) (9,547 ) (1,406 ) (55,397 ) (9,281 ) (1,367 ) Loss for the period (86,250 ) (69,825 ) (10,286 ) (207,118 ) (317,740 ) (46,798 ) Attributable to Equity holders of the parent (78,913 ) (64,129 ) (9,447 ) (184,782 ) (298,107 ) (43,906 ) Non-controlling interests (7,337 ) (5,696 ) (839 ) (22,336 ) (19,633 ) (2,892 ) Loss per share attributed to ordinary equity holders of the parent Basic (0.49 ) (0.07 ) (2.27 ) (0.33 ) Diluted (0.49 ) (0.07 ) (2.27 ) (0.33 ) Other comprehensive loss Items to be reclassified to profit or loss in subsequent periods (net of tax): Currency translation differences 15,453 21,588 3,180 15,893 11,965 1,762 Other comprehensive loss 15,453 21,588 3,180 15,893 11,965 1,762 Comprehensive loss for the period (70,797 ) (48,237 ) (7,106 ) (191,225 ) (305,775 ) (45,036 ) Comprehensive loss attributable to Equity holders of the parent (63,460 ) (42,541 ) (6,267 ) (168,889 ) (286,142 ) (42,144 ) Non-controlling interests (7,337 ) (5,696 ) (839 ) (22,336 ) (19,633 ) (2,892 ) NEW FRONTIER HEALTH CORPORATION UNAUDITED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (All amounts in thousands) December 31, 2019 (Audited) September 30, 2020 RMB RMB US$ Non-current assets 1,962,781 1,915,975 282,193 6,056,253 6,052,861 891,490 2,584,893 2,540,191 374,130 1,773,007 1,673,744 246,516 59,001 53,073 7,817 350 350 52 Investment in an associate - 1,000 147 106,121 61,092 8,998 Total non-current assets 12,542,406 12,298,286 1,811,343 Current assets 56,592 81,843 12,054 215,376 194,371 28,628 66,923 9,689 1,427 38,323 47,600 7,011 376,715 - - 1,353,300 748,915 110,303 Total current assets 2,107,229 1,082,418 159,423 TOTAL ASSETS 14,649,635 13,380,704 1,970,766 Current liabilities 99,082 88,775 13,075 270,196 330,005 48,604 882,158 347,205 51,142 4,045 3,580 527 15,278 6,047 891 400,325 6,193 912 90,521 85,841 12,643 Total current liabilities 1,761,605 867,646 127,794 NET CURRENT ASSETS 345,624 214,772 31,629 TOTAL ASSETS LESS CURRENT LIABILITIES 12,888,030 12,513,058 1,842,972 Non-current liabilities 2,060,933 2,060,093 303,419 67,873 60,992 8,983 681,715 669,512 98,608 1,661,182 1,611,385 237,331 9,358 9,284 1,367 Total non-current liabilities 4,481,061 4,411,266 649,708 Net assets 8,406,969 8,101,792 1,193,264 EQUITY Equity attributable to the equity holders of the Company 91 91 13 8,430,405 8,431,004 1,241,753 6,302 18,266 2,690 (265,618 ) (563,725 ) (83,028 ) 8,171,180 7,885,636 1,161,428 235,789 216,156 31,836 Total equity 8,406,969 8,101,792 1,193,264 NEW FRONTIER HEALTH CORPORATION UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (All amounts in thousands) Predecessor Successor Predecessor Successor For the three months ended September 30, 2019 For the three months ended September 30, 2020 For the nine months ended September 30, 2019 For the nine months ended September 30, 2020 Cash generated from (used for): RMB RMB US$ RMB RMB US$ Operating activities 102,332 48,550 7,151 280,417 198,089 29,175 Investing activities (112,508 ) (88,298 ) (13,005 ) (292,424 ) (215,534 ) (31,745 ) Financing activities (69,625 ) (43,539 ) (6,413 ) (172,234 ) (573,403 ) (84,453 ) Net decrease in cash and cash equivalents (79,801 ) (83,287 ) (12,267 ) (184,241 ) (590,848 ) (87,023 ) 1As a result of the adoption of International Financial Reporting Standard 16 (“IFRS 16”), effective January 1, 2019, related lease expenses have been reflected in depreciation and amortization expenses and finance costs. Segment revenue and Adjusted EBITDA (before IFRS 16 adoption) are presented for the purposes of comparison with prior years. The financial statements have been translated into United States dollars for convenience purposes at a rate of RMB6.7896 to US$1.00, the exchange rate on September 30, 2020, set forth in the H.10 statistical release of the Federal Reserve Board. 2 The Company acquired UFH in a business combination that closed on December 18, 2019. The financial results for the three and nine months ended September 30, 2019 presented herein are those of the Company’s wholly owned subsidiary, Healthy Harmony Holdings, L.P. (the “Predecessor”), while the financial results for the three and nine months ended September 30, 2020, presented herein are those of the combined Company (the “Successor”). 3 Adjusted EBITDA (before IFRS 16 adoption) is a non-IFRS performance measure. See “Non-IFRS Financial Measures” for a reconciliation of Adjusted EBITDA to its most comparable financial measure calculated in accordance with IFRS. 4 Complete practicing licenses means after receiving the formal approval of practicing license for medical institutions and obstetrics operating license