UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Genetron Holdings Limited
(Name of Issuer)
Ordinary
shares, par value $0.00002 per share
(Title of Class of Securities)
37186H100**
37186H209***
(CUSIP Number)
New Genetron Holding Limited
Tianjin Genetron Jun’an Business
Management Partnership (Limited Partnership)
Mr. Hai Yan
c/o 1-2/F, Building 11, Zone 1, No. 8
Life Science Parkway Changping District, Beijing, 102206, People’s Republic of China
+86 (10) 5090-7500 |
(Name, Address and Telephone Number of Person
Authorized to
Receive Notices and Communications)
October 11, 2023
(Date of Event Which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
* This statement on Schedule 13D constitutes an initial Schedule 13D
filed jointly by New Genetron Holding Limited. Tianjin Genetron Jun’an Business Management Partnership (Limited Partnership) and
Mr. Hai Yan, with respect to ordinary shares, par value US$0.00002 per share (“ordinary shares”) of Genetron Holdings
Limited, a Cayman Islands company (the “Company”).
** There is no CUSIP number assigned to the ordinary shares. CUSIP
number 37186H100 has been assigned to the American depositary shares (“ADSs”) of the Company, which are quoted on NASDAQ
Global Market under the symbol “GTH.” Each ADS represents five (5) ordinary shares, par value US$0.00002 per share.
***On October 11, 2023, the Company announced a change of the
ratio of its ADS to ordinary shares from one (1) ADS representing five (5) ordinary shares to one (1) ADS representing
fifteen (15) ordinary shares on or about October 26, 2023 (such change, the “ADS Ratio Change”). The new CUSIP number
assigned to the ADSs after the effectiveness of the ADS Ratio Change is 37186H209.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 37186H100/37186H209 |
13D |
Page
1 of 7 Pages |
1 |
NAMES
OF REPORTING PERSONS
New Genetron Holding Limited |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b)
¨ |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS (See Instructions)
OO |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) or 2(e) ¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7 |
SOLE
VOTING POWER
306,973,430 ordinary shares(1) |
8 |
SHARED
VOTING POWER
0 ordinary shares |
9 |
SOLE
DISPOSITIVE POWER
0 ordinary shares |
10 |
SHARED
DISPOSITIVE POWER
0 ordinary shares |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
306,973,430 ordinary shares |
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.06% (2) |
14 |
TYPE
OF REPORTING PERSON (See Instructions)
CO |
| (1) | Represents
an aggregate of 306,973,430 ordinary shares
and ordinary shares in the form of ADSs held by shareholders identified in the Schedule A
of Exhibit C. |
| (2) | Calculated
based on 457,743,530 ordinary shares issued and outstanding as of March 31, 2023 as
disclosed in the Company’s 20-F for the year ended December 31, 2022 as filed
with SEC on May 12, 2023. |
CUSIP No. 37186H100/37186H209 |
13D |
Page
2 of 7 Pages |
1 |
NAMES
OF REPORTING PERSONS
Tianjin Genetron Jun’an
Business Management Partnership (Limited Partnership) |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b)
¨ |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS (See Instructions)
OO |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) or 2(e) ¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
People's Republic of China |
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7 |
SOLE
VOTING POWER
26,083,650 ordinary shares(1) |
8 |
SHARED
VOTING POWER
0 ordinary shares |
9 |
SOLE
DISPOSITIVE POWER
26,083,650 ordinary shares(1) |
10 |
SHARED
DISPOSITIVE POWER
0 ordinary shares |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,083,650 ordinary shares |
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.76% (2) |
14 |
TYPE
OF REPORTING PERSON (See Instructions)
PN |
| (1) | Represents
26,083,650 ordinary shares held by Tianjin Genetron Jun’an Business Management Partnership
(Limited Partnership). |
| (2) | Calculated based
on 457,743,530 ordinary shares issued and outstanding as of March 31, 2023 as disclosed
in the Company’s 20-F for the year ended December 31, 2022 as filed with SEC on
May 12, 2023. |
CUSIP No. 37186H100/37186H209 |
13D |
Page
3 of 7 Pages |
1 |
NAMES
OF REPORTING PERSONS
Hai Yan |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b)
¨ |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS (See Instructions)
PF |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) or 2(e) ¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States of America |
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7 |
SOLE
VOTING POWER
33,153,000 ordinary shares(1) |
8 |
SHARED
VOTING POWER
0 ordinary shares |
9 |
SOLE
DISPOSITIVE POWER
33,153,000 ordinary shares(1) |
10 |
SHARED
DISPOSITIVE POWER
0 ordinary shares |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,153,000 ordinary shares |
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.32% (2) |
14 |
TYPE
OF REPORTING PERSON (See Instructions)
IN |
| (1) | Represents
(i) 28,332,000 ordinary shares and (ii) 4,821,000 ordinary shares in the form of
ADSs held by Hai Yan. |
| (2) | Calculated based
on 457,743,530 ordinary shares issued and outstanding as of March 31, 2023 as disclosed
in the Company’s 20-F for the year ended December 31, 2022 as filed with SEC on
May 12, 2023. |
CUSIP No. 37186H100/37186H209 |
13D |
Page
4 of 7 Pages |
Item
1. Security and Issuer
This Schedule 13D relates to the ordinary shares
of the Company, par value US$0.00002 each.
The Company’s ADS,
each representing five ordinary shares, are listed on NASDAQ Global Market under the symbol “GTH.” On October 11, 2023,
the Company announced a change of the ratio of its ADS to ordinary shares from one (1) ADS representing five (5) ordinary shares
to one (1) ADS representing fifteen (15) ordinary shares on or about October 26, 2023.
The principal executive offices of the Company
are located at 1-2/F, Building 11, Zone 1, No. 8 Life Science Parkway, Changping District, Beijing, 102206, People’s Republic
of China.
Item 2. Identity and Background.
New Genetron Holding Limited,
Tianjin Genetron Jun’an Business Management Partnership (Limited Partnership) and Mr. Hai Yan are collectively referred to
herein as “Reporting Persons,” and each, a “Reporting Person.”
(a)–(c), (f) This
Schedule 13D is being filed jointly by the Reporting Persons pursuant to Rule 13d-1(k) promulgated by the SEC under Section 13
of the Act. The Reporting Persons may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of
the Act with respect to the transaction described in Item 4 of this Schedule 13D.
Except as otherwise stated
herein, each Reporting Person expressly disclaims beneficial ownership for all purposes of the ordinary shares held by each other Reporting
Person.
The agreement between the
Reporting Persons relating to the joint filing is attached hereto as Exhibit A. Information with respect to each of
the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness
of the information concerning the other Reporting Person, except as otherwise provided in Rule 13d-1(k).
New Genetron Holding Limited
is an exempted company with limited liability incorporated under the Laws of the Cayman Islands for holding purpose. The address of its
principal office is Building 11, Zone 1, No. 8 Life Science Parkway Changping District, Beijing, 102206, People’s Republic
of China. New Genetron Holding Limited is currently wholly owned by FHP Holdings Limited, a limited liability company incorporated under
the laws of British Virgin Islands wholly owned by Mr. Sizhen Wang. The current sole director of New Genetron Holding Limited is
Mr. Sizhen Wang. Mr. Sizhen Wang is the co-founder, chairman of the board and chief executive officer of the Company. Mr. Sizhen
Wang is a PRC citizen.
Tianjin Genetron Jun’an
Business Management Partnership (Limited Partnership), or Tianjin Genetron Jun’an, is a limited partnership incorporated in the
People’s Republic of China. The general partner of Tianjin Genetron Jun’an is Zhuhai Jinchang Junying Management Consulting
Co., Ltd. The limited partners of Tianjin Genetron Jun’an are Suzhou Fenxiang High-tech Healthcare Entrepreneurship Investment
Co. (Limited Partnership) (or Suzhou Fenxiang), Guangxi Yueyin Dade Investment Management Partnership (Limited Partnership) (or Guangxi
Yueyin Dade), Shenzhen Fenxiang Precision Medicine Investment Partnership (Limited Partnership) (or Shenzhen Fenxiang), Shanghai Yuanxing
Yinshi Equity Investment Partnership (Limited Partnership) (or Shanghai Yuanxing) and Shenzhen Shenshang Xingye Entrepreneurship Investment
Fund Partnership (Limited Partnership) (or Shenzhen Shenshang). In accordance with a supplemental limited partnership agreement entered
among the general partner and the limited partners of Tianjin Genetron Jun’an, the investment or divestment decision for Tianjin
Genetron Jun’an requires the unanimous approval of all limited partners of Tianjin Genetron Jun’an. The general partner of
both Suzhou Fenxiang and Shenzhen Fenxiang is Shenzhen Fenxiang Chengzhang Investment Management Limited, whose designated executive
representative is Wentao Bai. The general partner of Guangxi Yueyin Dade is Ningbo Meishan Baoshui Gangqu Yueyin Kangtai Equity Investment
Partnership (Limited Partnership), whose designated executive representative is Yufen Zheng. The general partner of Shanghai Yuanxing
is Ningbo Yuanxing Haozhi Equity Investment Management Partnership (Limited Partnership), whose designated executive representative is
Fumin Zhuo. The general partner of Shenzhen Shenshang is Shenzhen City Shenshang Fubo Xingye Fund Management Limited Company, whose designated
executive representative is Muxiong Lin. The registered address of Tianjin Genetron Jun’an is Custody No. 0703, Deqin (Tianjin)
Registrar Co., Ltd., 113 Building No. 2, Guo Tai Mansion, East Side of Yingbin Avenue, Tianjin Pilot Free Trade Zone, PRC.
Mr. Hai Yan is the co-founder
and chief scientific officer of the Company. Mr. Hai Yan is a citizen of United States of America. The principal business address
of Mr. Hai Yan is 1-2/F, Building 11, Zone 1, No. 8 Life Science Parkway, Changping District, Beijing, 102206, People’s
Republic of China.
CUSIP No. 37186H100/37186H209 |
13D |
Page
5 of 7 Pages |
(d) – (e) During
the last five years, none of the Reporting Persons has been: (i) convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3.
Source and Amount of Funds or Other Consideration.
Pursuant
to an agreement and plan of merger, dated as of October 11, 2023, (the “Merger Agreement”), among New Genetron Holding
Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”), Genetron
New Co Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary
of Parent (“Merger Sub”), and the Company, Merger Sub will be merged with and into the Company, with the Company continuing
as the surviving company and a wholly owned subsidiary of Parent (the “Merger”).
It
is anticipated that approximately US$50.9 million will be expended in acquiring the outstanding ordinary shares other than the Rollover
Shares (as defined below) pursuant to the Merger Agreement. The Merger will be funded through cash contribution by Wealth Strategy
Holding Limited, Surrich International Company Limited, Tianjin Kangyue Business Management Partnership (Limited Partnership), CICC Healthcare
Investment Fund. L.P., CCB (Beijing) Investment Fund Management Co., Ltd. and Wuxi Huihongyingkang Investment Partnership (Limited
Partnership) or their respective affiliates (each a “Sponsor” and collectively the “Sponsors”). Parent has entered
into certain equity commitment letters with the Sponsors, each dated October 11, 2023 (the “Equity Commitment Letters”),
pursuant to which the Sponsors have agreed, subject to the terms and conditions thereof, to provide the financing amounts, up to US$52.4
million, for the purpose of financing the Merger consideration and certain other expenses in connection with the Merger.
Each
of the Reporting Persons and certain other shareholders of the Company has agreed to roll over certain ordinary shares (including ordinary
shares represented by ADS) he or it beneficially owns (the “Rollover Shares,”
and the holder thereof, “Rollover Shareholders”) in connection with the Merger in accordance with the terms and conditions
of the relevant rollover and support agreement entered into with Parent dated October 11, 2023 (the “Support Agreement”).
The
descriptions of the Merger, the Merger Agreement, the Equity Commitment Letters and the Support Agreement set forth in Item 4 below are
incorporated by reference in their entirety into this Item 3.
Item 4. Purpose of Transaction.
On
August 21, 2022, Mr. Sizhen Wang submitted a non-binding proposal (the “Proposal”) to the Company’s board
of directors related to the proposed acquisition of all of the ordinary shares, including ordinary shares represented by ADS, not beneficially
owned by him or any of his affiliates for cash consideration equal to US$0.272 per ordinary share or US$1.36 per ADS (the “Proposed
Transaction”).
On
October 11, 2023, the Company entered into the Merger Agreement with Parent and Merger Sub. Pursuant to the Merger Agreement, Merger
Sub will be merged with and into the Company, with the Company continuing as the surviving company and a wholly owned subsidiary of Parent.
At the effective time of the Merger (the “Effective Time”), each ordinary share and each ADS issued and outstanding immediately
prior to the Effective Time will be cancelled and cease to exist in exchange for the right to receive US$0.272 per ordinary share or
US$1.36 per ADS (less applicable fees, charges and expenses payable by ADS holders pursuant to the depositary agreement, dated June 18,
2020, entered into by and among the Company, the Bank of New York Mellon (the “Depositary”) and all holders and beneficial
owners of ADSs issued thereunder), in each case, in cash, without interest and net of any applicable withholding taxes, except for (a) the
Rollover Shares, which will be cancelled without payment of any cash consideration therefor, (b) ordinary shares (including ordinary
shares represented by ADSs) owned by Parent, Merger Sub or the Company or any of their subsidiaries or held in the Company’s treasury,
which will be cancelled without payment of any consideration therefor, (c) ordinary shares (including ordinary shares represented
by ADSs) recorded under the name of the Depositary as member in the register of members of the Company and reserved for issuance and
allocation pursuant to the Company share incentive plans, which will be cancelled without payment of any consideration therefor (such
ordinary shares set forth in (a), (b) and (c), the “Excluded Shares”), and (d) ordinary shares that are issued
and outstanding immediately prior to the Effective Time and that are held by shareholders of the Company who shall have validly exercised
and not effectively withdrawn or lost their rights to dissent from the Merger in accordance with Section 238 of the Companies Act
(as amended) of the Cayman Islands (the “Dissenting Shares”), which will be cancelled at the Effective Time and will entitle
the holders thereof to receive the payment of the fair value of such Dissenting Shares held by them determined in accordance with the
provisions of Section 238 of the Companies Act (as amended) of the Cayman Islands.
On
October 11, 2023, the Company announced a change of the ratio of its ADS to ordinary shares from one (1) ADS representing five
(5) ordinary shares to one (1) ADS representing fifteen (15) ordinary shares on or about October 26, 2023. Assuming the
completion of such change of ratio, the holder of ADSs (other than the Excluded Shares) shall be entitled to receive US$4.08 in cash
per ADS.
CUSIP No. 37186H100/37186H209 |
13D |
Page
6 of 7 Pages |
The
consummation of the Merger is subject to the satisfaction or waiver of a number of conditions set forth in the Merger Agreement, including
(i) the approval of the Merger by the affirmative vote of holders of ordinary shares (including ordinary shares represented by ADSs)
representing at least two-thirds of the voting power of the outstanding ordinary shares present and voting in person or by proxy as a
single class at the shareholders meeting of the Company or any adjournment or postponement thereof, (ii) the aggregate amount of
Dissenting Shares shall be less than 15% of the total outstanding ordinary shares immediately prior to the Effective Time, and (iii) certain
regulatory approvals. The Merger Agreement may be terminated by the Company or Parent under certain circumstances.
The
purpose of the transactions contemplated under the Merger Agreement, including the Merger, is to acquire all of the outstanding ordinary
shares other than the Rollover Shares. If the Merger is completed, the Company will become a wholly owned subsidiary of Parent and Company’s
ADSs would become eligible for termination of registration pursuant to Section 12(g)(4) of the Act and would be delisted from
the NASDAQ Global Market.
Concurrently
with the execution of the Merger Agreement, each of the Reporting Persons and other Rollover Shareholders entered into the Support Agreement
with Parent, dated as of October 11, 2023, pursuant to which, among other things and subject to the terms and conditions set forth
therein, each of the Rollover Shareholders has agreed to appoint the Parent as it or his true and lawful proxy and attorney-in-fact to
vote all Rollover Shares (together with any other ordinary shares or equity securities of the Company acquired, whether beneficially
or of record, by such Rollover Shareholder after the date thereof and prior to the Effective Time, including any ordinary shares acquired
by means of purchase, dividend or distribution, or issued upon the exercise or vesting of any award under any Company share incentive
plan, or any other options or warrants, or the conversion of any convertible securities or otherwise) held directly or indirectly by
them in favor of the authorization and approval of Merger Agreement and transactions contemplated thereunder. Each of the Reporting Persons
has also agreed to upon the terms and subject to the conditions of the Support Agreement, cancel the Rollover Shares beneficially owned
by him or it and receive no cash consideration for cancellation of the Rollover Shares in accordance with the Merger Agreement in exchange
for newly issued shares in Parent.
Concurrently
with the execution of the Merger Agreement, the Sponsors entered into certain Equity Commitment Letters, pursuant to which the Sponsors
will provide or cause to be provided, subject to the terms and on the conditions set forth therein, equity financing to Parent in an
amount up to US$52.4 million in connection with the Merger.
After
the Effective Time, Parent will be beneficially owned by the Reporting Persons, Sponsors and other Rollover Shareholders.
Concurrently
with the execution of the Merger Agreement, Mr. Sizhen Wang, the Parent and the Sponsors entered into an interim investor agreement
(the “Interim Investor Agreement”), pursuant to which the parties thereto agreed to certain terms and conditions that will
govern the actions of such parties and the relationship among such parties with respect to the Merger.
The
information disclosed in this Item 4 does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement,
the Support Agreement, and the Interim Investor Agreement, copies of which are attached hereto as Exhibits B, C and D
respectively, and which are incorporated herein by reference in their entirety.
Except
as indicated above, the Reporting Persons have no plans or proposals which relate to or would result in any of the actions specified
in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, formulate
other purposes, plans or proposals regarding the Company, or any other actions that could involve one or more of the types of transactions
or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a)–(b) The
responses of each Reporting Person to Rows (7) through (13), including the footnotes thereto, of the cover pages of this Schedule
13D are hereby incorporated by reference in this Item 5.
As
a result of entering into the Support Agreement, the Reporting Persons may be deemed to be members of a “group” with the
other Rollover Shareholders pursuant to Section 13(d) of the Exchange Act. However, each of Mr. Hai Yan and Tianjin Genetron
Jun’an expressly disclaims beneficial ownership of the ordinary shares (including ordinary shares represented by ADSs) beneficially
owned (or deemed to be beneficially owned) by any of the other Rollover Shareholders. Neither the filing of this Schedule 13D nor any
of its contents shall be deemed to constitute an admission that either of Mr. Hai Yan and Tianjin Genetron Jun’an beneficially
owns any ordinary shares (including ordinary shares represented by ADSs) that are beneficially owned (or deemed to be beneficially owned)
by any of the other Rollover Shareholders.
CUSIP No. 37186H100/37186H209 |
13D |
Page
7 of 7 Pages |
New
Genetron Holding Limited expressly disclaims beneficial ownership of the ordinary shares (including ordinary shares represented by ADSs)
beneficially owned (or deemed to be beneficially owned) by any of the Rollover Shareholders, other than the voting power with respect
to the securities beneficially owned by the Rollover Shareholders granted by such Rollover Shareholders pursuant to a bona fide irrevocable
proxy under the Support Agreement. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission
that New Genetron Holding Limited beneficially owns any ordinary shares (including ordinary shares represented by ADSs) that are beneficially
owned (or deemed to be beneficially owned) by any of the other Rollover Shareholders, except for the voting power with respect to the
securities beneficially owned by the Rollover Shareholders granted by such Rollover Shareholders pursuant to a bona fide irrevocable
proxy under the Support Agreement .
The
Reporting Persons are only responsible for the information contained in this Schedule 13D and assume no responsibility for information
contained in any other Schedules 13D filed by any of the other Rollover Shareholders.
(c) Except
as disclosed in this Schedule 13D, none of the Reporting Persons has effected any transaction in the ordinary shares during the past
60 days.
(d) Except
as disclosed in this Schedule 13D, to the best knowledge of the Reporting Persons, no other person has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the ordinary shares beneficially owned by any of the Reporting
Persons.
(e) Not
Applicable.
Item 6. Contracts, Arrangement, Understandings or Relationships
with Respect to Securities of the Issuer.
The descriptions of the principal
terms of the Merger Agreement, the Support Agreement and the Interim Investor Agreement under Item 3 and Item 4 are incorporated herein
by reference in their entirety. Any summary of any of those agreements in this Schedule 13D does not purport to be complete and is qualified
in its entirety by reference to the full text of the Merger Agreement, the Support Agreement, and the Interim Investor Agreement, copies
of which are attached hereto as Exhibits B, C and D respectively.
To the best knowledge of
the Reporting Persons, except as provided herein and disclosed before, there are no other contracts, arrangements, understandings or
relationships (legal or otherwise) between the Reporting Persons and between any of the Reporting Persons and any other person with respect
to any securities of the Company, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits
or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting
power over the securities of the Company.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended and supplemented as follows.
Exhibit No. |
|
Description |
A |
|
Joint Filing Agreement dated October 20, 2023 by and among the Reporting Persons. |
B |
|
Agreement and Plan of Merger, among New Genetron Holding Limited, Genetron
New Co Limited and the Company, dated as of October 11, 2023, incorporated herein by reference to Exhibit 99.2 to the Report
on Form 6-K furnished by the Company to the SEC on October 11, 2023. |
C |
|
Rollover and Support Agreement, dated as of October 11, 2023, among the Reporting Persons and
other Rollover Shareholders. |
D |
|
Interim Investor Agreement, dated as of October 11, 2023, among Mr. Sizhen Wang, Parent,
Merger Sub and the Sponsors. |
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date:
October 20, 2023 |
|
|
|
|
|
New
Genetron Holding Limited |
By: |
/s/ Sizhen Wang |
|
|
Name: |
Sizhen
Wang |
|
|
Title: |
Director |
Tianjin
Genetron Jun’an Business Management Partnership (Limited Partnership) |
|
Zhuhai Jinchang Junying Management Consulting Co., Ltd. |
|
|
|
|
|
As general partner of Tianjin Genetron Jun’an Business Management
Partnership (Limited Partnership) |
|
|
|
|
By: |
/s/ Sizhen Wang |
|
|
Name: |
Sizhen
Wang |
|
|
Title: |
Director |
Hai
Yan |
By: |
/s/
Hai Yan |
|
|
Name: |
Hai
Yan |
Exhibit A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under
the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them
of a statement on Schedule 13D (including amendments thereto) with respect to the ordinary shares of Genetron Holdings Limited, and that
this Agreement be included as an Exhibit to such joint filing. Each of the undersigned acknowledges that each shall be responsible
for the timely filing of any statement (including amendments) on Schedule 13D, and for the completeness and accuracy of the information
concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning
the other persons making such filings, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement
as of October 20, 2023.
New
Genetron Holding Limited |
By: |
/s/ Sizhen Wang |
|
|
Name: |
Sizhen
Wang |
|
|
Title: |
Director |
Tianjin
Genetron Jun’an Business Management Partnership (Limited Partnership) |
|
Zhuhai Jinchang Junying Management Consulting Co., Ltd. |
|
|
|
|
|
As general partner of Tianjin Genetron Jun’an Business Management
Partnership (Limited Partnership) |
|
|
|
|
By: |
/s/ Sizhen Wang |
|
|
Name: |
Sizhen
Wang |
|
|
Title: |
Director |
Hai
Yan |
By: |
/s/
Hai Yan |
|
|
Name: |
Hai
Yan |
Exhibit C
Execution Version
ROLLOVER AND SUPPORT AGREEMENT
This ROLLOVER AND SUPPORT
AGREEMENT (this “Agreement”) is entered into as of October 11, 2023 by and between New Genetron Holding Limited,
an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Parent”) and the persons
set forth on Schedule A hereto (each, a “Rollover Shareholder”, and collectively, “Rollover Shareholders”).
Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
WHEREAS, Parent, Genetron
New Co Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands and a wholly owned Subsidiary
of Parent (“Merger Sub”), and Genetron Holdings Limited, an exempted company with limited liability incorporated under
the Laws of the Cayman Islands (the “Company”) have, concurrently with the execution of this Agreement, entered into
an Agreement and Plan of Merger, dated as of the date hereof (as amended, restated or supplemented from time to time, the “Merger
Agreement”), which provides, among other things, for the merger of Merger Sub with and into the Company, with the Company continuing
as the surviving company and a wholly owned Subsidiary of Parent (the “Merger”), upon the terms and subject to the
conditions set forth therein;
WHEREAS, on the date hereof,
each of the Sponsors (or their respective Affiliates, as defined in the Merger Agreement), Mr. Sizhen Wang, Parent and Merger Sub
entered into an Interim Investor Agreement (as may be amended, supplemented or otherwise modified from time to time, the “Interim
Investor Agreement”), which governs certain actions of the parties thereto with respect to the Merger Agreement, the Equity
Commitment Letters, the Limited Guarantees and certain other matters;
WHEREAS, as of the date hereof,
each Rollover Shareholder is a “beneficial owner” (which, for the purpose of this agreement, shall have the meaning as defined
in Rule 13d-3 under the Exchange Act) of the Shares (including, for the purpose of this Agreement, Shares represented by ADSs) as
set forth opposite its or his name on Schedule A (with respect to each Rollover Shareholder, the “Rollover Shares”)
(the Rollover Shares, together with any other Shares or Equity Securities of the Company acquired, whether beneficially or of record,
by such Rollover Shareholder after the date hereof and prior to the earlier of the Effective Time and the termination of all of such
Rollover Shareholder’s obligations under this Agreement, including any Shares acquired by means of purchase, dividend or distribution,
or issued upon the exercise or vesting of any award under any Company Share Plan, or any other options or warrants, or the conversion
of any convertible securities or otherwise, being collectively referred to herein as the “Securities”);
WHEREAS, in order to induce
Parent and Merger Sub to enter into the Merger Agreement and consummate the Transactions and in connection with the consummation of the
Merger, each Rollover Shareholder agrees to (a) on the terms and subject to the conditions herein, vote all of the Securities in
favor of the authorization and approval of the Merger Agreement, the Plan of Merger and the consummation of the Transactions, and (b) have
its or his Rollover Shares cancelled for no cash consideration in exchange for newly issued ordinary shares, par value US$0.0001 per
share, of Parent (the “Parent Shares”), upon the terms and conditions set forth herein;
WHEREAS, the Rollover Shareholders
acknowledge that Parent and Merger Sub are entering into the Merger Agreement in reliance on the representations, warranties, covenants
and other agreements of the Rollover Shareholders set forth in this Agreement; and
NOW, THEREFORE, in consideration
of the foregoing, the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:
Article I
VOTING;
GRANT AND APPOINTMENT OF PROXY
Section 1.1 Voting.
During the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with its terms (the
“Term”), at the Shareholders Meeting or any other meeting (whether annual or extraordinary) of the shareholders of
the Company, however called, at which any of the matters described in paragraphs (a) through (f) hereof is to be considered
(and any adjournment or postponement thereof), or in connection with any written resolution of the Company’s shareholders, each
Rollover Shareholder hereby irrevocably and unconditionally agrees that it or he shall, and shall cause its or
his Affiliates to, (i) in the case of a meeting, appear or cause its or his representative(s) to
appear at such meeting or otherwise cause its or his Securities to be counted as present thereat for purposes of determining whether
a quorum is present and (ii) vote or cause to be voted (including by proxy or written resolution, if applicable) all of such Rollover
Shareholder’s Securities:
(a) in
favor of the authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions,
(b) against
the approval of any Competing Transaction or any action contemplated by a Competing Transaction, or any other transaction, proposal,
agreement or action made in opposition to the authorization or the approval of the Merger Agreement or in competition with, mutually
exclusive with or inconsistent with the Merger and the other Transactions,
(c) against
any other action, agreement or transaction that is intended, that would reasonably be expected, or the effect of which would reasonably
be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other Transactions or
this Agreement or the performance by such Rollover Shareholder of its or his obligations under this Agreement including, without limitation:
(i) any extraordinary corporate transaction, such as a scheme of arrangement, merger, consolidation or other business combination
involving the Company or any of its Subsidiaries, other than the Merger; (ii) a sale, lease or transfer of a material amount of
assets of the Company or any of its Subsidiaries or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries;
(iii) an election of new members to the board of directors of the Company, other than nominees to the board of directors of the
Company who (x) are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement
or (y) replace directors of the Company appointed by such Rollover Shareholder; (iv) any material change in the present capitalization
or dividend policy of the Company or any amendment to the Company’s memorandum or articles of association, except if approved in
writing by Parent; or (v) any other action that would require the consent of Parent pursuant to the Merger Agreement, except if
approved in writing by Parent,
(d) against
any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant,
representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of such Rollover
Shareholder contained in this Agreement,
(e) in
favor of any adjournment or postponement of the Shareholders Meeting or other annual or extraordinary meeting of the shareholders of
the Company, however called, at which any of the matters described in paragraphs (a) through (f) hereof is to be considered
as may be reasonably requested by Parent in order to consummate the Transactions, including the Merger, and
(f) in
favor of any other matter necessary or reasonably requested by Parent to effect the Transactions.
Section 1.2 Grant
of Irrevocable Proxy; Appointment of Proxy.
(a) Each
Rollover Shareholder hereby irrevocably and unconditionally appoints Parent and any designee thereof, each of them individually, as its
or his true and lawful proxy and attorney-in-fact (with full power of substitution), to vote or cause to be voted (including by proxy
or written resolution, if applicable) the Securities solely in respect of the matters described in and in accordance with Section 1.1
above at the Shareholders Meeting or other annual or extraordinary meeting of the shareholders of the Company, however called, including
any adjournment or postponement thereof, at which any of the matters described in Section 1.1 above is to be considered.
Each Rollover Shareholder represents that all proxies, powers of attorney, instructions or other requests given by it or him prior to
the execution of this Agreement in respect of the voting of its or his Securities, if any, have been revoked or substituted by Parent
and any designee thereof with respect to such Rollover Shareholder’s Securities to the extent that such prior proxies, powers of
attorney, instructions or other requests conflict or are inconsistent with the proxy granted under this Section 1.2. Each
Rollover Shareholder shall take (or cause to be taken) such further action or execute such other instruments as may be necessary to give
effect to this proxy.
(b) Each
Rollover Shareholder affirms that the irrevocable proxy set forth in this Section 1.2 is given in connection with the execution
of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Rollover Shareholder
under this Agreement. Each Rollover Shareholder further affirms that the irrevocable proxy is coupled with an interest and, except as
set forth in this Section 1.2, is intended to be durable and irrevocable prior to the termination of this Agreement. If for
any reason the proxy granted herein is not irrevocable, then such Rollover Shareholder agrees to vote its or his respective Securities
in accordance with Section 1.1 above as instructed in writing by Parent, or any designee of Parent prior to the termination
of this Agreement.
Section 1.3 Restrictions
on Transfer. Except as provided for in Article III below or pursuant to the Merger Agreement, each Rollover Shareholder
hereby agrees that, from the date hereof until the termination of this Agreement, it or he shall not, and shall cause its or his respective
Affiliates not to, directly or indirectly, (a) dispose of any Securities of the Company or any beneficial ownership thereof, or
directly or indirectly (x) sell, transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate
or otherwise similarly dispose of (by merger, testamentary disposition, operation of law or otherwise) (collectively, “Transfer”)
or permit the Transfer by any of its Affiliates of an interest (including without limitation any beneficial interest) in any Securities
of the Company, (y) enter into any Contract, option or other arrangement or understanding with respect to a Transfer or limitation
on voting rights of any of the Securities of the Company or any beneficial ownership thereof, or any right, title or interest thereto
or therein, unless such Transfer is a Permitted Transfer, (b) deposit any Securities into a voting trust or enter into a voting
agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, (c) exercise,
convert or exchange, or take any action that would result in the exercise, conversion or exchange, of any Securities, or (d) agree
(whether or not in writing) to take any of the actions referred to in the foregoing clauses (a) through (c). Any purported Transfer
or any Contract, option or other arrangement or understanding with respect to the Transfer of any Securities or any interest therein
(a “Derivative Transaction”) in violation of this Section 1.3 shall be null and void.
Article II
NO
SOLICITATION
Section 2.1 Restricted
Activities. During the Term, each Rollover Shareholder, solely in its or his capacity as a shareholder of the Company, shall not,
directly or indirectly, either alone or with or through any Affiliates or Representatives authorized to act on its or his behalf: (i) make
a Competing Proposal, or solicit, encourage, facilitate or join with any other Person in the making of, any Competing Proposal, (ii) provide
any information to any third party with a view to the third party or any other Person pursuing or considering to pursue a Competing Proposal,
(iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt finance, or contribution of Securities
of the Company or any beneficial ownership thereof or provision of a voting agreement, in support of any Competing Proposal, (iv) enter
into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything that is
inconsistent with the provisions of this Agreement or the transaction as contemplated under this Agreement or (v) or solicit, encourage,
facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not
legally binding) with any other Person regarding the matters described in clauses (i) to (iv) above. For the purpose of this
Agreement, “Competing Proposal” shall mean a proposal, offer or invitation to the Company, a party hereto or any of their
respective Affiliates (other than the Transaction), that relates to a Competing Transaction.
Section 2.2 Notification.
Each Rollover Shareholder, solely in its or his capacity as a shareholder of the Company, shall and shall cause its or his Affiliates
as applicable to, immediately cease and cause to be terminated any discussions or negotiations with any parties that may have been conducted
heretofore with respect to a Competing Proposal. During the Term, each Rollover Shareholder shall promptly advise each other party of
(a) any Competing Proposal, (b) any request for non-public information relating to the Company or any of its Subsidiaries,
and (c) any inquiry or request for discussion or negotiation regarding a Competing Proposal, in each case of (a) through (c),
to the extent received by it or him in its or his capacity as a shareholder of the Company, including in each case the identity of the
person making any such Competing Proposal or indication or inquiry and the terms (including any material changes thereto) of any such
Competing Proposal or indication or inquiry (including, if applicable, copies of any written requests, proposals or offers, including
proposed agreements). This Section 2.2 shall not apply to any Competing Proposal received by the Company.
Section 2.3 Capacity.
Notwithstanding anything to the contrary in this Agreement, (i) each Rollover Shareholder is entering into this Agreement, and agreeing
to become bound hereby, solely in its or his capacity as a beneficial owner of the Securities owned by it or him and not in any other
capacity (including without limitation any capacity as a director or officer of the Company) and (ii) nothing in this Agreement
shall obligate such Rollover Shareholder or its Affiliates to take, or refrain from taking, any action in such person’s capacity
as a director or officer of the Company.
Article III
ROLLOVER
Section 3.1 Cancellation
of Rollover Shares. Subject to the terms and conditions set forth herein, all of each Rollover Shareholder’s right, title and
interest in and to its or his Rollover Shares shall be cancelled at the Closing for no cash consideration. Each Rollover Shareholder
shall take all actions necessary to cause its or his Rollover Shares to be treated as set forth herein. Other than its or his Rollover
Shares, all Equity Securities of the Company held by such Rollover Shareholder, if any, shall be treated as set forth in the Merger Agreement
and not be affected by the provisions of this Agreement.
Section 3.2 Issuance
of Parent Shares. Immediately prior to the Closing, in consideration for the cancellation of the Rollover Shares by each Rollover
Shareholder in accordance with Section 3.1, Parent shall issue Parent Shares in the name of such Rollover Shareholder (or,
if designated by such Rollover Shareholder, one or more Permitted Transferees of such Rollover Shareholder) in the amount set forth opposite
such Rollover Shareholder’s name under the column titled “Parent Shares” on Schedule A hereto. Each Rollover
Shareholder hereby acknowledges and agrees that (a) delivery of such Parent Shares shall constitute complete satisfaction of all
obligations towards or sums due to such Rollover Shareholder by Parent and Merger Sub in respect of the Rollover Shares held by such
Rollover Shareholder and cancelled pursuant to Section 3.1 above, and (b) such Rollover Shareholder shall have no right
to any Per Share Merger Consideration, or any other merger consideration in respect of the Rollover Shares held by such Rollover Shareholder.
No Parent Shares issued in connection with the Merger shall be issued at a lower price per share than the Parent Shares issued hereunder
(it being understood that the Parent Shares issued hereunder are deemed to be issued at a price per share based on each Rollover Share
having a value equal to the Per Share Merger Consideration).
Section 3.3 Rollover
Closing. Subject to the satisfaction in full (or waiver, if permissible) of all of the conditions set forth in Article VII of
the Merger Agreement (other than conditions that by their nature are to be satisfied or waived, as applicable, at the Closing), the closing
of the issuance of Parent Shares contemplated hereby (the “Rollover Closing”) shall take place immediately prior to
the Closing. At the Rollover Closing, Parent shall deliver to each Rollover Shareholder an updated register of members of Parent, certified
by the registered office provider of Parent, evidencing the ownership of the Parent Shares issued to such Rollover Shareholder or its
designee pursuant to Section 3.2. As promptly as practicable but in any event no later than five (5) Business Days after
the Rollover Closing, Parent shall deliver to such Rollover Shareholder(s) the original share certificate(s) for the Parent
Shares issued to such Rollover Shareholder or its designee pursuant to Section 3.2.
Section 3.4 Deposit
of Rollover Shares. No later than three (3) Business Days prior to the Rollover Closing, each Rollover Shareholder and any agent
of such Rollover Shareholder holding certificates evidencing any of its or his Rollover Shares (if any) shall deliver or cause to be
delivered to Parent all certificates representing its or his Rollover Shares in such person’s possession, for disposition in accordance
with the terms of this Agreement; such certificates and documents shall be held by Parent or any agent authorized by Parent until the
Closing. To the extent that any Rollover Shares of a Rollover Shareholder are held in street names, book entries or otherwise represented
by ADSs, such Rollover Shareholder shall execute such instruments and take such other actions, in each case, as are reasonably requested
by Parent to reflect or give effect to the cancellation of such Rollover Shares in accordance with this
Agreement, including converting its or his ADSs into Shares prior to the Rollover Closing and paying any applicable fees, charges
and expenses of the Company’s depositary and government charges due to or incurred by the Company’s depositary in connection
with the conversion of its or his ADSs into Shares.
Article IV
REPRESENTATIONS,
WARRANTIES AND COVENANTS
OF THE ROLLOVER SHAREHOLDERS
Section 4.1 Representations
and Warranties. Each Rollover Shareholder hereby represents and warrants to Parent, severally and not jointly (including not jointly
and severally), as of the date hereof and as of the Rollover Closing:
(a) Other
than subject to terms of certain agreement(s) otherwise disclosed in the Schedule C hereto (in each case as applicable),
such Rollover Shareholder has full legal right, power, capacity and authority to execute and deliver this Agreement, to perform such
Rollover Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby;
(b) if
such Rollover Shareholder is not a natural person, such Rollover Shareholder is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its formation;
(c) this
Agreement has been duly executed and delivered by such Rollover Shareholder and the execution, delivery and performance of this Agreement
by such Rollover Shareholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary
action on the part of such Rollover Shareholder (if applicable) and no other actions or proceedings on the part of such Rollover Shareholder
(if applicable) are necessary to authorize this Agreement or to consummate the transactions contemplated hereby;
(d) assuming
due authorization, execution and delivery by Parent, this Agreement constitutes a legal, valid and binding agreement of such Rollover
Shareholder, enforceable against such Rollover Shareholder in accordance with its terms, except as enforcement may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles
of equity (regardless of whether considered in a proceeding in equity or at law);
(e) (i) except
as described herein, such Rollover Shareholder (A) is and, immediately prior to the Rollover Closing, will be the beneficial owner
of, and has and, immediately prior to the Rollover Closing, will have good and valid title to, the Securities (unless such Securities
are Transferred via a Permitted Transfer), free and clear of Liens other than as created by this Agreement or the Interim Investor Agreement
(to the extent applicable), or arising under the memorandum or articles of association of the Company, and (B) has and, immediately
prior to the Rollover Closing, will have sole or shared (together with its Affiliates) voting power, power of disposition, power to demand
dissenter’s rights (subject to Section 4.2(b)) and power to agree to all of the matters set forth in this Agreement,
with respect to all of the Securities, with no limitations, qualifications, or restrictions on such rights, in each case of the foregoing
clauses (A) and (B), subject to transfer restriction imposed by generally applicable securities Laws and the terms of this Agreement;
(ii) except as described herein, there are no options, warrants or other rights, agreements, arrangements or commitments of any
character to which such Rollover Shareholder is a party relating to the pledge, disposition or voting of any of the Securities, and the
Securities are not subject to any voting trust agreement or other Contract to which such Rollover Shareholder is a party restricting
or otherwise relating to the voting or Transfer of the Securities other than this Agreement, the Interim Investor Agreement or pursuant
to a certain concert party agreement entered into by and among Mr. Sizhen Wang’s affiliate and certain other partiers thereto
on November 19, 2019; (iii) such Rollover Shareholder has not Transferred any Securities or any interests therein pursuant
to any Derivative Transaction; and (iv) such Rollover Shareholder has not appointed or granted any proxy or power of attorney that
is still in effect with respect to any of its or his Securities, except to the Parent as contemplated by Section 1.2 of this
Agreement;
(f) except
for the applicable requirements of the Exchange Act or as described herein, (i) no filing with, and no permit, authorization, consent
or approval of, any Governmental Authority prior to the Rollover Closing is necessary on the part of such Rollover Shareholder for the
execution, delivery and performance of this Agreement by such Rollover Shareholder or the consummation by such Rollover Shareholder of
the transactions contemplated hereby, and (ii) neither the execution, delivery or performance of this Agreement by such Rollover
Shareholder nor the consummation by such Rollover Shareholder of the transactions contemplated hereby, nor compliance by such Rollover
Shareholder with any of the provisions hereof shall (A) if such Rollover Shareholder is not a natural person, conflict with or violate
any provision of the organizational documents of such Rollover Shareholder, (B) result in any breach or violation of, or constitute
a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, or result in the creation of a Lien on property or assets of such Rollover Shareholder pursuant
to any Contract to which such Rollover Shareholder is a party or by which such Rollover Shareholder or any property or asset of such
Rollover Shareholder is bound, (C) violate any Law applicable to such Rollover Shareholder or any of such Rollover Shareholder’s
properties or assets, or (D) otherwise require the consent or approval of any other person pursuant to any Contract binding on such
Rollover Shareholder or its or his properties or assets;
(g) there
is no Action pending against such Rollover Shareholder or, to the knowledge of such Rollover Shareholder, any other person or, to the
knowledge of such Rollover Shareholder, threatened against such Rollover Shareholder or any other person that restricts or prohibits
(or, if successful, would restrict or prohibit) the performance by such Rollover Shareholder of its or his obligations under this Agreement;
(h) such
Rollover Shareholder has been afforded the opportunity to ask such questions as it or he has deemed necessary of, and to receive answers
from, representatives of Parent concerning the terms and conditions of the transactions contemplated hereby and the merits and risks
of owning the Parent Shares and such Rollover Shareholder acknowledges that it or he has been advised to discuss with its or his own
counsel the meaning and legal consequences of such Rollover Shareholder’s representations and warranties in this Agreement and
the transactions contemplated hereby; and
(i) such
Rollover Shareholder understands and acknowledges that Parent, Merger Sub and the Company are entering into the Merger Agreement in reliance
upon such Rollover Shareholder’s execution, delivery and performance of this Agreement.
Section 4.2 Covenants.
Each Rollover Shareholder hereby:
(a) agrees,
prior to the termination of this Agreement, not to knowingly take any action that would make any representation or warranty of such Rollover
Shareholder contained herein untrue or incorrect or have or could have the effect of preventing, impeding or interfering with or adversely
affecting the performance by such Rollover Shareholder of its or his obligations under this Agreement or that is intended, or would reasonably
be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the
other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under
the Merger Agreement;
(b) irrevocably
waives, and agrees not to exercise, any rights of appraisal or rights of dissent from the Merger that such Rollover Shareholder may have
with respect to such Rollover Shareholder’s Securities (including any rights under Section 238 of the CICL) prior to the termination
of this Agreement;
(c) agrees
to permit the Company to publish and disclose in the Proxy Statement (including all documents filed with the SEC in accordance therewith),
such Rollover Shareholder’s identity and beneficial ownership of Shares or other equity securities of the Company and the nature
of such Rollover Shareholder’s commitments, arrangements and understandings under this Agreement;
(d) agrees
and covenants that, without the prior written consent of each other Rollover Shareholder, such Rollover Shareholder shall not (and shall
cause its Affiliates not to), directly or indirectly, acquire Beneficial Ownership of any Shares or other Equity Securities in the Company
(for the avoidance of doubt, such Rollover Shareholder and its Affiliates may acquire Parent Shares pursuant to their respective Equity
Commitment Letters, if any); and
(e) agrees
further that, upon request of Parent, such Rollover Shareholder shall execute and deliver any additional documents, consents or instruments
and take such further actions as may reasonably be determined by Parent to be necessary or desirable to carry out the provisions of this
Agreement.
Article V
REPRESENTATIONS
AND WARRANTIES OF PARENT
Parent hereby represents and warrants to each
Rollover Shareholder that as of the date hereof and as of the Closing:
(a) Parent
is duly organized, validly existing and in good standing under the Laws of the Cayman Islands and has all requisite power and authority
to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby.
This Agreement has been duly and validly executed and delivered by Parent, and the execution, delivery and performance of this Agreement
by Parent and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on
the part of Parent and no other corporate actions or proceedings on the part of Parent are necessary to authorize this Agreement or to
consummate the transactions contemplated hereby. Assuming due authorization, execution and delivery by each Rollover Shareholder, this
Agreement constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except
as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’
rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). Merger Sub
is wholly-owned by Parent.
(b) Except
for the applicable requirements of the Exchange Act and Laws of the Cayman Islands, (i) no filing with, and no permit, authorization,
consent or approval of, any Governmental Authority is necessary on the part of Parent for the execution, delivery and performance of
this Agreement by Parent or the consummation by Parent of the transactions contemplated hereby, and (ii) neither the execution,
delivery or performance of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated hereby, nor compliance
by Parent with any of the provisions hereof shall (A) conflict with or violate any provision of its organizational documents, (B) result
in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default)
under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on
such property or asset of Parent pursuant to any Contract to which Parent is a party or by which Parent or any of its property or asset
is bound or affected, (C) violate any Law applicable to Parent or any of its properties or assets, or (D) otherwise require
the consent or approval of any other person pursuant to any Contract binding on Parent or its properties or assets.
(c) At
the Rollover Closing, the Parent Shares to be issued under this Agreement shall have been duly and
validly authorized and when issued and delivered in accordance with the terms hereof, will be validly issued, fully paid and nonassessable
ordinary shares of Parent, free and clear of all Liens, other than restrictions (i) arising under applicable securities Laws, (ii) arising
under any agreements entered into at or prior to the Rollover Closing by each Rollover Shareholder pursuant to the transactions contemplated
by the Merger Agreement, or (iii) arising under the organizational documents of Parent.
(d) As
of the date hereof, the authorized share capital of Parent is US$50,000 divided into 500,000,000 shares, par value US$0.0001 per share,
of which, as of the date hereof, one share (the “Initial Share”) is issued and outstanding, each of which is duly
authorized. validly issued, fully paid, non-assessable and wholly owned by FHP Holdings Limited. At and immediately after the Rollover
Closing, the authorized share capital of Parent shall consist of 500,000,000 Parent Shares, of which, assuming the due performance by
each Rollover Shareholder of its obligations under this Agreement, the Parent Shares as set forth in Schedule A to be issued pursuant
to the terms herein, together with the Parent Shares to be issued pursuant to the Interim Investor Agreement and the Equity Commitment
Letters and share incentive awards to be issued pursuant to the Merger Agreement, shall be all of the Parent Shares outstanding at and
immediately after the Rollover Closing. Except as set forth in the preceding sentence, those disclosed by the Company in the Company
Disclosure Schedule to the Merger Agreement or otherwise agreed to by the parties in writing in advance, at and immediately after the
Rollover Closing, there shall be (i) no outstanding share capital of or voting or equity interest in Parent, (ii) no options,
warrants, or other rights to acquire any share capital of or voting or equity interest in Parent, (iii) no outstanding securities
exchangeable or exercisable for or convertible into share capital of or voting or equity interest in Parent, and (iv) no outstanding
rights to acquire or obligations to issue any such options, warrants, other rights or securities of Parent.
(e) Other
than the Buyer Group Contracts, there are no Contracts, agreement, arrangement or understanding relating to the Transactions among Parent
or any of its Affiliates, on the one hand, and any Rollover Shareholder or any of its Affiliates, on the other hand.
(f) As
of the date hereof, there is no Action pending against Parent or, to the knowledge of Parent, threatened against Parent that restricts
or prohibits (or, if successful, would restrict or prohibit) the performance by Parent of its obligations under this Agreement.
(g) Parent
has no, and prior to the Effective Time, will have no, assets (including any equity or other interest in any Person other than Parent’s
equity interests in Merger Sub), liabilities or obligations of any nature other than those incident to its formation and capitalization
pursuant to this Agreement, the Merger Agreement and the Transactions.
Article VI
TERMINATION
This Agreement, and the obligations
of each Rollover Shareholder hereunder (including, without limitation, Section 1.2 hereof), shall terminate and be of no
further force or effect immediately upon the earlier to occur of (a) the Closing and (b) the date of termination of the Merger
Agreement in accordance with its terms. Notwithstanding the preceding sentence, this Article VI and Article VII
shall survive any termination of this Agreement. Nothing in this Article VI shall relieve or otherwise limit any party’s
liability for any breach of this Agreement prior to the termination of this Agreement. If for any reason the Merger fails to occur but
the Rollover Closing contemplated by Article III has already taken place, then Parent shall promptly take all such actions
as are necessary to restore each Rollover Shareholder to the position it or he was in with respect to ownership of its or his Rollover
Shares prior to the Rollover Closing.
Article VII
MISCELLANEOUS
Section 7.1 Notices.
All notices and other communications hereunder shall be in writing in the English language and shall be deemed duly given (a) on
the date of delivery if delivered personally or if by facsimile or email (unless an error message is generated with respect to such delivery
by facsimile or email), (b) on the first Business Day following the date of dispatch if delivered utilizing a next-day service by
a recognized next-day courier, or (c) on the earlier of confirmed receipt or the fifth (5th) Business Day following the date of
mailing if delivered by registered or certified mail (return receipt requested, postage prepaid). All notices hereunder shall be delivered
to the addresses set forth below (or at such other address for a party as shall be specified in a notice given in accordance with this
Section 7.1):
(i) If
to a Rollover Shareholder, to the addresses set opposite its or his name as set forth on Schedule A;
(ii) If
to Parent:
| Address: | 1-2/F, Building 11, Zone 1, No. 8 Life Science Parkway, Changping
District, Beijing, 102206, People’s Republic of China |
| Attention: | Mr. Sizhen Wang |
Section 7.2 Severability.
Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective
and valid under applicable Law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable Law in any jurisdiction, such invalidity, illegality or unenforceability shall not
affect any other provision or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed and enforced
in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.
Section 7.3 Entire
Agreement. This Agreement, the Merger Agreement, the Limited Guarantees, the Equity Commitment Letters, the Interim Investor Agreement
and any other agreement or instrument delivered in connection with the transaction contemplated by this Agreement or the Merger Agreement
constitute the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and undertakings,
both written and oral, among the parties, or any of them, with respect to the subject matter hereof.
Section 7.4 Specific
Performance.
(i) The
parties hereto agree that this Agreement shall be enforceable by all available remedies at law or in equity.
(ii) Each
party acknowledges and agrees that monetary damages would not be an adequate remedy in the event that any covenant or agreement of such
party in this Agreement is not performed in accordance with its terms, and therefore agrees that, in addition to and without limiting
any other remedy or right available to the other parties, each other party will have the right to an injunction, temporary restraining
order or other equitable relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically the terms
and provisions hereof. Each party waives any requirement for the securing or posting of any bond in connection with such remedy.
(iii) All
rights, powers, and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative
and not alternative, and the exercise or beginning of the exercise of any thereof by any party shall not preclude the simultaneous or
later exercise of any other such right, power or remedy by such party.
(iv) Notwithstanding
anything contrary in the foregoing, under no circumstances will a party be entitled to both the monetary damages and the right of specific
performance.
Section 7.5 Amendments;
Waivers. This Agreement may not be amended, modified or supplemented except by an instrument in writing signed by Parent, each Rollover
Shareholder and the Company (at the direction of the Special Committee). No provision of this Agreement may be waived or discharged other
than by an instrument in writing signed by the party against whom the enforcement of such waiver or discharge is sought and with the
prior written consent of the Company (at the direction of the Special Committee). Any agreement on the part of a party to any extension
or waiver shall be valid only if specifically set forth in an instrument in writing signed by such party and the Company (at the direction
of the Special Committee). The failure of any party to assert any of its or his rights under this Agreement or otherwise shall not constitute
a waiver of such rights, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise
of any right, power or privilege under this Agreement.
Section 7.6 Governing
Law; Dispute Resolution; Jurisdiction. This Agreement shall be interpreted, construed and governed by and in accordance with the
laws of New York. Subject to the last sentence of this Section 7.6, any Action arising out of or relating to this Agreement
or its subject matter (including a dispute regarding the existence, validity, formation, effect, interpretation, performance or termination
of this Agreement) shall be finally settled by arbitration. The place of arbitration shall be Hong Kong, and the arbitration shall be
administered by the HKIAC in accordance with the Administrative Arbitration Rules of HKIAC. The arbitration shall be decided by
a tribunal of three (3) arbitrators. The award of the arbitration tribunal shall be final and conclusive and binding upon the parties
as from the date rendered. Judgment upon any award may be entered and enforced in any court having jurisdiction over a party or any of
its or his assets. For the purpose of the enforcement of an award, the parties irrevocably and unconditionally submit to the jurisdiction
of any competent court and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.
Section 7.7 Third
Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the
parties and their respective successors and permitted assigns any legal or equitable right, benefit or remedy of any nature under or
by reason of this Agreement; provided, that notwithstanding anything to the contrary contained herein, the Company is an express
third-party beneficiary of this Agreement and shall be entitled to seek specific performance of the terms hereof, including an injunction
or injunctions to prevent breaches of this Agreement by the parties hereto, in addition to any other remedy at law or in equity.
Section 7.8 Assignment;
Binding Effect. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated,
in whole or in part, by any party without the prior written consent of the other parties and the Company (at the direction of the Special
Committee), and any such assignment without such prior written consent shall be null and void; provided, that (i) Parent
may assign this Agreement to the same assignee in connection with a permitted assignment of the Merger Agreement by Parent in accordance
with the terms thereof and (ii) a Rollover Shareholder may, without such prior written consent, assign its or his rights and obligations
under this Agreement (in whole or in part) in connection with a Permitted Transfer of its or Securities. Subject to the preceding sentence,
this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted
assigns and, in the case of each Rollover Shareholder, its or his estate, heirs, beneficiaries, personal representatives and executors.
Section 7.9 No
Presumption Against Drafting Party. Each of the parties to this Agreement acknowledges that he or it has been represented by independent
counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of law or any
legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting party has no application
and is expressly waived.
Section 7.10 Counterparts.
This Agreement may be executed in one or more counterparts (including by facsimile or email pdf format), each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more
counterparts have been signed by each of the parties and delivered (by email pdf format or otherwise) to the other parties.
Section 7.11 Share
Dividends, etc. In the event of a reclassification, recapitalization, reorganization, share split (including a reverse share
split) or combination, exchange or readjustment of shares or other similar transaction, or if any share dividend, subdivision or distribution
(including any dividend or distribution of securities convertible into or exchangeable for Shares) is declared, in each case affecting
the Securities, the term “Securities” shall be deemed to refer to and include such shares as well as all such share dividends
and distributions and any securities of the Company into which or for which any or all of such shares may be changed or exchanged or
which are received in such transaction.
Section 7.12 Definitions.
For the purpose of this Agreement:
“Affiliate”
shall have the meaning ascribed to such term in Rule 12b-2 under the U.S. Securities Exchange Act of 1934, as amended, including,
for the avoidance of doubt, with respect to a Rollover Shareholder, any affiliated investment funds or investment vehicles that are advised,
managed or sponsored by the general partner or investment manager of such Rollover Shareholder or any Affiliate thereof; provided,
however, that with respect only to Rollover Shareholder that are private equity funds in the business of making investments in portfolio
companies managed independently, including without limitation, Tianjin Kangyue, CICC Healthcare and Vivo, no portfolio company of any
such Rollover Shareholder or its Affiliates (including any portfolio company of any affiliated investment fund or investment vehicle
of the Rollover Shareholder or such funds) shall be deemed to be an Affiliate of such Rollover Shareholder; provided further that
solely for the purposes of Sections 1.3, 2.1 and 2.2, (i) “Affiliate” of Tianjin Kangyue means
any Subsidiary of Tianjin Kangyue, and “Affiliate” of CICC Healthcare means any Subsidiary of CICC Healthcare.
“Permitted Transfer”
means any Transfer to a Permitted Transferee, provided that such transferee agrees to execute, prior to or concurrently with such
Transfer, a Joinder Agreement in the form attached hereto as Schedule B.
“Permitted Transferee”
mean, (a) with respect to Mr. Sizhen Wang or any of his Affiliates, (i) an Affiliate of such party which is wholly owned
and Controlled by the Mr. Sizhen Wang, (ii) a member of his immediate family or a trust for the benefit of him or any member
of the his immediate family or (iii) any heir, legatees, beneficiaries and/or devisees of Mr. Sizhen Wang; and (b) with
respect to any other Rollover Shareholder, any Affiliate of such Party.
Section 7.13 No
use of Name or Logo
Without the prior written
consent of CICC, no party (other than CICC) shall, and each such party shall cause its Affiliates not to, (a) use in advertising,
publicity, announcements, or otherwise, the name of CICC, or any of its Affiliates, including “China International Capital Corporation”,
“中国国际金融股份有限公司”,
“CICC”, “中金公司”, “CICC
Capital”, “中金资本”, either
alone or in combination with any associated devices and logos of the above brands or any company name, trade name, trademark, service
mark, domain name, device, design, symbol or any abbreviation, contraction or simulation thereof owned or used by CICC or any of its
Affiliates, except in connection with the use of such name in the Proxy Statement, the Schedule 13E-3 or any other filing or notification
with any Governmental Authority in connection with the Transactions, or (b) represent, directly or indirectly, that any products
or services provided by such party have been approved or endorsed by CICC or any of their Affiliates.
[Remainder of page intentionally left
blank]
IN WITNESS WHEREOF, the parties
hereto have duly executed and delivered this Agreement as of the date and year first written above.
|
PARENT: |
|
|
|
New Genetron Holding Limited |
|
|
|
By: |
/s/ Sizhen Wang |
|
|
Name: |
Sizhen Wang |
|
|
Title: |
Director |
[Signature Page to the Rollover and Support
Agreement]
IN WITNESS WHEREOF, the parties
hereto have duly executed and delivered this Agreement as of the date and year first written above.
|
ROLLOVER SHAREHOLDER: |
|
|
|
FHP Holding Limited |
|
|
|
By: |
/s/ Sizhen Wang |
|
|
Name: |
Sizhen Wang |
|
|
Title: |
Director |
[Signature Page to the Rollover and Support
Agreement]
IN WITNESS WHEREOF, the parties
hereto have duly executed and delivered this Agreement as of the date and year first written above.
|
ROLLOVER SHAREHOLDER: |
|
|
|
Hai Yan |
|
|
|
/s/ Hai Yan |
[Signature Page to the Rollover and Support
Agreement]
IN WITNESS WHEREOF, the parties
hereto have duly executed and delivered this Agreement as of the date and year first written above.
|
ROLLOVER SHAREHOLDER: |
|
|
|
Genetron Voyage Holdings Limited |
|
|
|
By: |
/s/ Qing Lu |
|
|
Name: |
Qing Lu |
|
|
Title: |
Director |
[Signature Page to the Rollover and Support
Agreement]
IN WITNESS WHEREOF, the parties
hereto have duly executed and delivered this Agreement as of the date and year first written above.
|
ROLLOVER SHAREHOLDER: |
|
|
|
Genetron United Holdings Limited |
|
|
|
By: |
/s/ Qing Lu |
|
|
Name: |
Qing Lu |
|
|
Title: |
Director |
[Signature Page to the Rollover and Support
Agreement]
[Signature Page to the Rollover and Support
Agreement]
IN WITNESS WHEREOF, the parties
hereto have duly executed and delivered this Agreement as of the date and year first written above.
|
ROLLOVER SHAREHOLDER: |
|
|
|
Eugene Health Limited |
|
|
|
By: |
/s/ Yuchen Jiao |
|
|
Name: |
Yuchen Jiao |
|
|
Title: |
Director |
[Signature Page to the Rollover and Support
Agreement]
IN
WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date
and year first written above.
|
ROLLOVER SHAREHOLDER: |
|
|
|
IN Healthcare Limited |
|
|
|
By: |
/s/ Yufen Zheng |
|
|
Name: |
Yufen Zheng |
|
|
Title: |
Authorized Signatory |
[Signature Page to the Rollover and Support
Agreement]
IN WITNESS WHEREOF, the parties
hereto have duly executed and delivered this Agreement as of the date and year first written above.
|
ROLLOVER SHAREHOLDER: |
|
|
|
EASY BENEFIT INVESTMENT LIMITED |
|
|
|
By: |
/s/ Kung Hung Ka |
|
|
Name: |
Kung Hung Ka |
|
|
Title: |
Authorized Signatory |
[Signature Page to the Rollover and Support
Agreement]
IN WITNESS WHEREOF, the parties
hereto have duly executed and delivered this Agreement as of the date and year first written above.
|
ROLLOVER SHAREHOLDER: |
|
|
|
Tianjin Kangyue Business Management Partnership (Limited Partnership)
天津康悦企业管理合伙企业(有限合伙) |
|
|
|
By: |
/s/ Xia Wu |
|
|
Name: |
Xia Wu |
|
|
Title: |
Authorized Signatory |
[Signature Page to the Rollover and Support
Agreement]
IN WITNESS WHEREOF, the parties
hereto have duly executed and delivered this Agreement as of the date and year first written above.
|
ROLLOVER SHAREHOLDER: |
|
|
|
天津源聚福企业管理合伙企业(有限合伙) |
|
|
|
By: |
/s/ Xiaoliang Wang |
|
|
Name: |
Xiaoliang Wang |
|
|
Title: |
Authorized Signatory |
[Signature Page to the Rollover and Support
Agreement]
IN WITNESS WHEREOF, the parties
hereto have duly executed and delivered this Agreement as of the date and year first written above.
|
ROLLOVER SHAREHOLDER: |
|
|
|
EASY BEST INVESTMENT LIMITED |
|
|
|
By: |
/s/ Kung Hung Ka |
|
|
Name: |
Kung Hung Ka |
|
|
Title: |
Authorized Signatory |
[Signature Page to the Rollover and Support
Agreement]
IN WITNESS WHEREOF, the parties
hereto have duly executed and delivered this Agreement as of the date and year first written above.
|
ROLLOVER SHAREHOLDER: |
|
|
|
天津今创君成企业管理合伙企业(有限合伙) |
|
|
|
By: |
/s/ Sizhen Wang |
|
|
Name: |
Sizhen Wang |
|
|
Title: |
Authorized Signatory |
[Signature Page to the Rollover and Support
Agreement]
IN WITNESS WHEREOF, the parties
hereto have duly executed and delivered this Agreement as of the date and year first written above.
|
ROLLOVER SHAREHOLDER: |
|
|
|
天津今创君安企业管理合伙企业(有限合伙) |
|
|
|
By: |
/s/ Sizhen Wang |
|
|
Name: |
Sizhen Wang |
|
|
Title: |
Authorized Signatory |
[Signature Page to the Rollover and Support
Agreement]
IN WITNESS WHEREOF, the parties
hereto have duly executed and delivered this Agreement as of the date and year first written above.
|
ROLLOVER SHAREHOLDER: |
|
|
|
Genetron Alliance Holdings Limited |
|
|
|
By: |
/s/ Sizhen Wang |
|
|
Name: |
Sizhen Wang |
|
|
Title: |
Director |
[Signature Page to the Rollover and Support
Agreement]
IN WITNESS WHEREOF, the parties
hereto have duly executed and delivered this Agreement as of the date and year first written above.
|
ROLLOVER SHAREHOLDER: |
|
|
|
Genetron Discovery Holdings Limited |
|
|
|
By: |
/s/ Sizhen Wang |
|
|
Name: |
Sizhen Wang |
|
|
Title: |
Director |
[Signature Page to the Rollover and Support
Agreement]
IN WITNESS WHEREOF, the parties
hereto have duly executed and delivered this Agreement as of the date and year first written above.
|
ROLLOVER SHAREHOLDER: |
|
|
|
Vivo Capital Fund IX, L.P. |
|
|
|
By: |
/s/ Frank Kung |
|
|
Name: |
Frank Kung |
|
|
Title: |
Managing Member |
[Signature Page to the Rollover and Support
Agreement]
IN WITNESS WHEREOF, the parties
hereto have duly executed and delivered this Agreement as of the date and year first written above.
|
ROLLOVER SHAREHOLDER: |
|
|
|
CICC Healthcare Investment Fund, L.P. |
|
|
|
By: CICC Healthcare Investment Management Limited, its general partner |
|
|
|
By: |
/s/ Xia Wu |
|
|
Name: |
Xia Wu |
|
|
Title: |
Director |
|
|
|
|
|
/s/ Jin Wang |
|
|
Name: |
Jin Wang |
|
|
Title: |
Director |
[Signature Page to the Rollover and Support
Agreement]
IN WITNESS WHEREOF, the parties
hereto have duly executed and delivered this Agreement as of the date and year first written above.
|
ROLLOVER SHAREHOLDER: |
|
|
|
ALEXANDRIA VENTURE INVESTMENTS, LLC, a Delaware limited liability company |
|
|
|
By: ALEXANDRIA REAL ESTATE EQUITIES, INC., a Maryland corporation managing member |
|
|
|
By: |
/s/ Aaron Jacobson |
|
|
Name: |
Aaron Jacobson |
|
|
Title: |
SVP – Venture Counsel |
[Signature Page to the Rollover and Support
Agreement]
IN WITNESS WHEREOF, the parties
hereto have duly executed and delivered this Agreement as of the date and year first written above.
|
ROLLOVER SHAREHOLDER: |
|
|
|
Tianjin Tianshu Xingfu Corporation Management L.P. 天津天枢幸福企业管理合伙企业(有限合伙)
|
|
|
|
By: |
/s/ Junjie Sun |
|
|
Name: |
Junjie Sun |
|
|
Title: |
Director |
[Signature Page to the Rollover and Support
Agreement]
IN WITNESS WHEREOF, the parties
hereto have duly executed and delivered this Agreement as of the date and year first written above.
|
ROLLOVER SHAREHOLDER: |
|
|
|
Eminence Legend Consultancy (HK) Limited |
|
|
|
By: |
/s/ Xiaole Zeng |
|
|
Name: |
Xiaole Zeng |
|
|
Title: |
Authorized Signatory |
[Signature Page to the Rollover and Support
Agreement]
IN WITNESS WHEREOF, the parties
hereto have duly executed and delivered this Agreement as of the date and year first written above.
|
ROLLOVER SHAREHOLDER: |
|
|
|
Ke Li |
|
|
|
/s/ Ke Li |
[Signature Page to the Rollover and Support
Agreement]
IN WITNESS WHEREOF, the parties
hereto have duly executed and delivered this Agreement as of the date and year first written above.
|
ROLLOVER SHAREHOLDER: |
|
|
|
Xiao Yu Lu |
|
|
|
/s/ Xiao Yu Lu |
[Signature Page to the Rollover and Support
Agreement]
IN WITNESS WHEREOF, the parties
hereto have duly executed and delivered this Agreement as of the date and year first written above.
|
ROLLOVER SHAREHOLDER: |
|
|
|
Zuo Xiang |
|
|
|
/s/ Zuo Xiang |
[Signature Page to the Rollover and Support
Agreement]
IN WITNESS WHEREOF, the parties
hereto have duly executed and delivered this Agreement as of the date and year first written above.
|
ROLLOVER SHAREHOLDER: |
|
|
|
Peng Pamela Yan |
|
|
|
/s/ Peng Pamela Yan |
[Signature Page to the Rollover and Support
Agreement]
IN WITNESS WHEREOF, the parties
hereto have duly executed and delivered this Agreement as of the date and year first written above.
|
ROLLOVER SHAREHOLDER: |
|
|
|
Hong Chen |
|
|
|
/s/ Hong Chen |
[Signature Page to the Rollover and Support
Agreement]
IN WITNESS WHEREOF, the parties
hereto have duly executed and delivered this Agreement as of the date and year first written above.
|
ROLLOVER SHAREHOLDER: |
|
|
|
Jiayin Zhang |
|
|
|
/s/ Jiayin Zhang |
[Signature Page to the Rollover and Support
Agreement]
IN WITNESS WHEREOF, the parties
hereto have duly executed and delivered this Agreement as of the date and year first written above.
|
ROLLOVER SHAREHOLDER: |
|
|
|
Genetron Health (Hong Kong) Company Limited |
|
|
|
By: |
/s/ Sizhen Wang |
|
|
Name: |
Sizhen Wang |
|
|
Title: |
Authorized Signatory |
[Signature Page to the Rollover and Support
Agreement]
IN WITNESS WHEREOF, the parties
hereto have duly executed and delivered this Agreement as of the date and year first written above.
|
ROLLOVER SHAREHOLDER: |
|
|
|
Mr. Sizhen Wang |
|
|
|
/s/ Sizhen Wang |
[Signature Page to the Rollover and Support
Agreement]
IN WITNESS WHEREOF, the parties
hereto have duly executed and delivered this Agreement as of the date and year first written above.
|
ROLLOVER SHAREHOLDER: |
|
|
|
SUPER SAIL, LLC |
|
|
|
By: |
/s/ Sizhen Wang |
|
|
Name: |
Sizhen Wang |
|
|
Title: |
Authorized Signatory |
[Signature Page to the Rollover and Support
Agreement]
IN WITNESS WHEREOF, the parties
hereto have duly executed and delivered this Agreement as of the date and year first written above.
|
ROLLOVER SHAREHOLDER: |
|
|
|
Wei-Wu He |
|
|
|
/s/ Wei-Wu He |
[Signature Page to the Rollover and Support
Agreement]
IN WITNESS WHEREOF, the parties
hereto have duly executed and delivered this Agreement as of the date and year first written above.
|
ROLLOVER SHAREHOLDER: |
|
|
|
Huiying Memorial Foundation |
|
|
|
|
|
By: |
/s/ Wei-wu He |
|
|
Name: |
Wei-wu He |
|
|
Title: |
Managing Director |
[Signature Page to the Rollover and Support
Agreement]
IN WITNESS WHEREOF, the parties
hereto have duly executed and delivered this Agreement as of the date and year first written above.
|
ROLLOVER SHAREHOLDER: |
|
|
|
WEALTH FAITH INVESTMENT LTD. |
|
|
|
By: |
/s/ Guobin Li |
|
|
Name: |
Guobin Li |
|
|
Title: |
Limited power of attorney |
[Signature Page to the Rollover and Support
Agreement]
IN WITNESS WHEREOF, the parties
hereto have duly executed and delivered this Agreement as of the date and year first written above.
|
ROLLOVER SHAREHOLDER: |
|
|
|
Qijing Li |
|
|
|
/s/ Qijing Li |
[Signature Page to the Rollover and Support
Agreement]
IN WITNESS WHEREOF, the parties
hereto have duly executed and delivered this Agreement as of the date and year first written above.
|
ROLLOVER SHAREHOLDER: |
|
|
|
Xiao Fan Wang |
|
|
|
/s/ Xiao Fan Wang |
[Signature Page to the Rollover and Support
Agreement]
IN WITNESS WHEREOF, the parties
hereto have duly executed and delivered this Agreement as of the date and year first written above.
|
ROLLOVER SHAREHOLDER: |
|
|
|
Jing Zhu |
|
|
|
/s/ Jing Zhu |
[Signature Page to the Rollover and Support
Agreement]
IN WITNESS WHEREOF, the parties
hereto have duly executed and delivered this Agreement as of the date and year first written above.
|
ROLLOVER SHAREHOLDER: |
|
|
|
KENSINGTON TRUST SINGAPORE LIMITED ATO IS&P (FIRST NAMES SINGAPORE) RETIREMENT FUND - FN45 |
|
|
|
By: |
/s/ WONG PECK LING
/s/ LEE KON HOW |
|
|
Name: |
WONG PECK LING AND LEE KON HOW |
|
|
Title: |
AUTHORISED SIGNATORY |
[Signature Page to
the Rollover and Support Agreement]
IN WITNESS WHEREOF, the parties
hereto have duly executed and delivered this Agreement as of the date and year first written above.
|
ROLLOVER SHAREHOLDER: |
|
|
|
Kevin Ying Hong |
|
|
|
/s/ Kevin Ying Hong |
[Signature Page to the Rollover and Support
Agreement]
IN WITNESS WHEREOF, the parties
hereto have duly executed and delivered this Agreement as of the date and year first written above.
|
ROLLOVER SHAREHOLDER: |
|
|
|
EVER PRECISE INVESTMENTS LIMITED |
|
|
|
For and on behalf of Prudence Directors Limited |
|
|
|
By: |
/s/ NG Teck Wee Keith
/s/ LIM Choon Beng |
|
|
Name: |
NG Teck Wee Keith and
LIM Choon Beng |
|
|
Title: |
Authorised Signatory |
[Signature Page to the Rollover and Support
Agreement]
SCHEDULE A
Name of Rollover Shareholder |
Address of Rollover
Shareholder |
Rollover Shares |
Parent Shares
Received for
Rollover |
FHP Holdings Limited |
[***] |
10,814,480 |
10,814,480 |
Hai Yan |
[***] |
20,153,000 |
20,153,000 |
Genetron Voyage Holdings Limited |
[***] |
6,263,000 |
6,263,000 |
Genetron United Holdings Limited |
[***] |
7,687,000 |
7,687,000 |
Eugene Health Limited |
[***] |
2,359,000 |
2,359,000 |
IN Healthcare Limited |
[***] |
8,788,000 |
8,788,000 |
EASY BENEFIT INVESTMENT LIMITED |
[***] |
20,865,500 |
20,865,500 |
Tianjin Kangyue Business Management Partnership (Limited Partnership) 天津康悦企业管理合伙企业(有限合伙) |
[***] |
44,165,500 |
44,165,500 |
Tianjin Yuanjufu Business Management Partnership (Limited Partnership) 天津源聚福企业管理合伙企业(有限合伙) |
[***] |
15,035,000 |
15,035,000 |
EASY BEST INVESTMENT LIMITED |
[***] |
2,536,000 |
2,536,000 |
Tianjin Genetron Jun’an Business Management Partnership (Limited Partnership) 天津今创君安企业管理合伙企业(有限合伙) |
[***] |
24,718,500 |
24,718,500 |
Tianjin Genetron Juncheng Business Management Partnership (Limited Partnership) 天津今创君成企业管理合伙企业(有限合伙) |
[***] |
7,128,500 |
7,128,500 |
Genetron Alliance Holdings Limited |
[***] |
5,800,000 |
5,800,000 |
Genetron Discovery Holdings Limited |
[***] |
4,339,500 |
4,339,500 |
Vivo Capital Fund IX, LP |
[***] |
28,574,300 |
28,574,300 |
CICC Healthcare Investment Fund, L.P. |
[***] |
13,659,000 |
13,659,000 |
Alexandria Venture Investments, LLC |
[***] |
6,829,500 |
6,829,500 |
Tianjin Tianshu Xingfu Corporation Management L.P. 天津天枢幸福企业管理合伙企业(有限合伙) |
[***] |
3,839,525 |
3,839,525 |
Eminence Legend Consultancy (HK) Limited |
[***] |
4,068,350 |
4,068,350 |
Ke Li |
[***] |
68,300 |
68,300 |
Xiao Yu Lu |
[***] |
676,100 |
676,100 |
Zuo Xiang |
[***] |
68,300 |
68,300 |
Peng Pamela Yan |
[***] |
102,400 |
102,400 |
Hong Chen |
[***] |
136,600 |
136,600 |
Jiayin Zhang |
[***] |
68,300 |
68,300 |
Genetron Health (Hong Kong) Company Limited |
[***] |
918,0001 |
918,000 |
Sizhen Wang |
[***] |
11,313,140 |
11,313,140 |
SUPER SAIL, LLC |
[***] |
8,990,000 |
8,990,000 |
Wei-Wu He |
[***] |
3,431,960 |
3,431,960 |
Huiying Memorial Foundation |
[***] |
2,068,040 |
2,068,040 |
| 1 | After deducting (i) 43,000 shares underlying the Company Restricted Shares held by Dr. Webster
Cavenee, Ph.D. and paid out in cash in accordance with Section 2.02(f) of the Merger Agreement from (ii) 961,000 shares currently
held by Genetron Health (Hong Kong) Company Limited. |
WEALTH FAITH INVESTMENT LTD. |
[***] |
1,521,000 |
1,521,000 |
Qijing Li |
[***] |
932,800 |
932,800 |
Xiao Fan Wang |
[***] |
250,700 |
250,700 |
Jing Zhu |
[***] |
275,000 |
275,000 |
Kensington Trust Singapore Limited ato IS&P (First Names Singapore) Retirement Fund – FN45 |
[***] |
500,000 |
500,000 |
Kevin Ying Hong |
[***] |
2,507,000 |
2,507,000 |
EVER PRECISE INVESTMENTS LIMITED |
[***] |
5,698,690 |
5,698,690 |
SCHEDULE B
JOINDER AGREEMENT
This Joinder Agreement (“Joinder
Agreement”) is executed by the undersigned (the “Transferee”) pursuant to the terms of that certain Rollover and Support
Agreement dated as of October 11, 2023 (the “Agreement”) by and among New Genetron Holding Limited and the Rollover
Shareholders named therein. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in
the Agreement.
By the execution of this
Joinder Agreement, the Transferee agrees as follows:
1. Acknowledgment.
Transferee acknowledges that Transferee is acquiring certain Securities subject to the terms and conditions of the Agreement.
2. Agreement.
Transferee (i) agrees that the Securities acquired by Transferee shall be bound by and subject to the terms of the Agreement, (ii) hereby
adopts the Agreement with the same force and effect as if Transferee were originally a party thereto and (iii) agrees to be subject
to the obligations and restrictions of the Rollover Shareholder thereunder.
3. Notice.
Any notice required or permitted by the Agreement shall be given to Transferee at the address listed beside Transferee’s signature
below.
[Signature page follows]
SCHEDULE C
| 1. | A Share Charge dated July 2, 2019 between FHP Holdings Limited
and Genetron Alliance Holdings Limited together with certain released parties and 屹康(宁波)医疗投资管理有限责任公司,
with each released party’s obligations released pursuant to certain Deed of Release
dated June 1, 2021 |
| 2. | A Share Charge dated October 28, 2021 by FHP Holding Limited
and Genetron Discovery Holding Limited in favor of Wealth Strategy Holding Limited |
Exhibit D
Execution Version
INTERIM INVESTOR AGREEMENT
This Interim Investor Agreement (the “Agreement”)
is made as of October 11, 2023 by and among Mr. Sizhen Wang (the “Founder”), Tianjin Kangyue Business Management
Partnership (Limited Partnership) (“Tianjin Kangyue”), CICC Healthcare Investment Fund, L.P. (“CICC Healthcare,”
and together with Tianjin Kangyue, collectively, “CICC”), Surrich International Company Limited (“Wuxi Capital”),
Wuxi Huihongyingkang Investment Partnership (Limited Partnership) (“Wuxi Huishan”), CCB (Beijing) Investment Fund Management
Co., Ltd. (“CCB”) and Wealth Strategy Holding Limited (“Wealth Strategy”, together with CICC,
Wuxi Capital, Wuxi Huishan and CCB, collectively, “Investor Members”), New Genetron Holding Limited, an exempted company
incorporated with limited liability under the laws of the Cayman Islands (“Parent”) and Genetron New Co Limited, an
exempted company incorporated with limited liability under the laws of the Cayman Islands (“Merger Sub”). The Founder
and the Investor Members shall be collectively referred to hereinafter as the “Consortium” and individually as a “Consortium
Member.” Capitalized terms used herein but not otherwise defined shall have the meanings given to them in the Merger Agreement
(as defined below).
RECITALS
WHEREAS, on the date hereof, Genetron Holdings
Limited (the “Company”), Parent, and Merger Sub, have executed an Agreement and Plan of Merger (the “Merger
Agreement”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger”), with the
Company continuing as the surviving corporation.
WHEREAS, concurrently with the execution and delivery
of the Merger Agreement, the Rollover Shareholders (including certain Consortium Members and/or their respective Affiliates) have executed
a Support Agreement in favor of Parent, pursuant to which each Rollover Shareholder agrees to, among other obligations, (i) cancel
all of their rollover shares as defined therein (the “Rollover Shares” of such Rollover Shareholder) for no cash consideration
in the Merger, (ii) subscribe for newly issued ordinary shares of Parent immediately prior to the Closing (the transactions described
in (i) and (ii), the “Equity Rollover” of such Rollover Shareholder) and (iii) vote in favor of approval
of the Merger Agreement, the Plan of Merger and the Transactions, in each case in accordance with the terms of the Support Agreement.
The number of the Rollover Shares of each Consortium Member is set out against its name in column (B) of Schedule 1 hereto.
WHEREAS, on the date hereof, certain Consortium
Members, namely Tianjin Kangyue, CICC Healthcare, Wuxi Capital, Wuxi Huishan, CCB and Wealth Strategy have executed equity commitment
letters in favor of Parent (the “Equity Commitment Letters”), pursuant to which each such Consortium Member or its
Affiliate agrees, subject to the terms and conditions set forth therein, to make an equity investment in Parent (the “Equity
Commitment” of such Consortium Member) immediately prior to the Closing in connection with the Transactions. The amount of the
Equity Commitment of each Consortium Member is set out against its name in column (C) of Schedule 1 hereto.
WHEREAS, on the date hereof, each of Tianjin Kangyue,
CICC Healthcare, Wuxi Capital, Wuxi Huishan, CCB and Wealth Strategy has executed a limited guarantee (each a “Limited Guarantee”,
and collectively, the “Limited Guarantees”) in favor of the Company or a designated wholly owned Subsidiary of the
Company with respect to certain obligations of Parent under the Merger Agreement.
WHEREAS, the parties wish to agree to certain terms
and conditions that will govern the actions of the Parent and the relationship among the parties with respect to the Transactions.
NOW, THEREFORE, in consideration of the premises
and of the mutual covenants and obligations hereinafter set forth, the parties hereby agree as follows:
1.1 From
the date of this Agreement until the Closing, Parent and the Merger Sub shall not, and the Founder shall cause Parent and the Merger Sub
not to, (i) determine that the closing conditions under the Merger Agreement, any other Transaction Document and other documents
in connection therewith have been satisfied, or amend or waive any such closing condition, (ii) terminate the Merger Agreement, any
other Transaction Document and other documents in connection therewith, or (iii) amend or modify the Merger Agreement, any other
Transaction Document and other documents in connection therewith so as to (u) increase or modify in a manner adverse to Parent, Merger
Sub or the Investor Members the form or amount of the Merger Consideration or increase in any way the obligations under the Equity Commitment
Letters, (v) modify or waive, in a manner adverse to Parent, Merger Sub or the Investor Members, any provisions relating to the Parent
Termination Fee or the aggregate cap on monetary damages recoverable by the Company, or otherwise increase the scope or amount of potential
liability of Parent, Merger Sub or the Investor Members, (w) materially modify the structure of the Transactions, (x) extend
the Long Stop Date, (y) modify treatment of the Company’s equity awards specified in Section 2.02 of the Merger Agreement,
or (z) modify or grant any waiver or consent with respect to any matter set forth in Sections 5.01(b), 5.01(j)(iv), 5.01(j)(v) and
5.01(t) (only to the extent relating to the matters described in Sections 5.01(b), 5.01(j)(iv) or 5.01(j)(v)) of the Merger
Agreement, or (iv) modify the Merger Agreement, or grant any consent with respect to or waiver of any provision of the Merger Agreement
in a manner that has a material and adverse impact on any Investor Member that is disproportionate to the impact on the other Consortium
Members, in each case of (i) through (iii), without the prior written consent of each Investor Member, and in the case of (iv), without
the prior written consent of the materially and adversely impacted Investor Member, in each case subject to Section 6.2.
1.2 From
the date hereof until the Closing, except with the prior written consent of each Investor Member or as specifically required
by any of the Transaction Documents, the Founder, Parent and Merger Sub shall not issue (in the Founder’s case cause to be issued),
transfer or encumber (or take any action to attempt to transfer or encumber) any or all of the Equity Securities of Parent or Merger Sub
(or any beneficial interest therein) in any way, and Parent and Merger Sub shall not, and the Founder and Parent shall procure that each
of Parent and Merger Sub shall not, (i) increase, reduce, cancel or transfer any of its registered capital, purchase or redeem any
shares or grant any convertible securities, options or warrants over any portion of its share capital; (ii) alter, amend or supplement
any of its charter documents; (iii) merge or consolidate with other Person, or participate in any other type of corporate restructuring;
(iv) acquire or dispose of, or agree to acquire or dispose of, any assets; (v) create, or agree to create, an encumbrance over
any assets; (vi) directly or indirectly, incur any debt or any liability; or (vii) guarantee or secure the obligations of any
Person, in each case subject to Section 6.2.
1.3 Parent
shall enforce the provisions of the Equity Commitment Letters in accordance with the terms of the Merger Agreement and the Equity Commitment
Letters. Each Consortium Member shall (if it has delivered an Equity Commitment Letter) and shall cause each of its Affiliates that has
delivered an Equity Commitment Letter (if any) to comply with its obligations thereunder; provided, that no party shall have an
independent right under this Agreement to enforce the Equity Commitment Letters against any Consortium Member or its Affiliates, other
than as provided in the immediately preceding sentence. Notwithstanding anything in any Equity Commitment Letter to the contrary, prior
to the Closing, none of the Consortium Members shall be entitled to assign, sell-down or syndicate any part of its Equity Commitment to
any third party (except for any assignment, sell-down or syndication of all or any part of its Equity Commitment to its Affiliates or
limited partners of it or its Affiliates (each a “Permitted Syndication”)).
1.4 Parent
shall enforce the provisions of the Support Agreement in accordance with the terms of the Merger Agreement and the Support Agreement.
Each Consortium Member shall (if it is a Rollover Shareholder) and shall cause each of its Affiliates that is a Rollover Shareholder (if
any) to comply with such Rollover Shareholder’s obligations under the Support Agreement; provided, that no party shall
have an independent right under this Agreement to enforce the Support Agreement against any Consortium Member or its Affiliates, other
than as provided in the immediately preceding sentence.
1.5 Each
Consortium Member shall be entitled to receive, in consideration for its Equity Commitment and Equity Rollover, the number of ordinary
shares of Parent with a par value of US$0.0001 per share (“Parent Shares”) as set forth against its name in column
(D) of Schedule 1 hereto, representing an ownership percentage in Parent immediately following the Transaction (the “Contemplated
Ownership Percentage” of such Consortium Member) as set forth against the name of such Consortium Member in column (E) of
Schedule 1 hereto, with such number of Parent Shares and Contemplated Ownership Percentage calculated based on the proportion that (i) the
sum of (x) such Consortium Member’s Equity Commitment, and (y) the deemed value of such Consortium Member’s Rollover
Shares (based on the Per Share Merger Consideration) contributed or deemed contributed to Parent by such Consortium Member, bears to (ii) the
aggregate value contributed or deemed contributed to Parent by all shareholders (whether in the form of cash, Shares or other consideration).
Parent shall issue each Consortium Member’s Parent Shares to such Consortium Member and/or any of its Affiliates as such Consortium
Member may designate by reasonably advance written notice to Parent.
1.6 Parent
shall use its commercially reasonable efforts to provide each Consortium Member with at least five (5) Business Days prior notice
of the Closing Date under the Merger Agreement. Any notices received by Parent pursuant to Section 9.2 of the Merger Agreement shall
be promptly provided to each Consortium Member at the address set forth in such Consortium Member’s Equity Commitment Letter and/or
the Support Agreement. The Founder shall use his reasonable efforts to notify the other Consortium Member promptly of any material developments
regarding the transactions contemplated by this Agreement, the Merger Agreement and the other transactions contemplated by the Equity
Commitment Letters, Limited Guarantees and the Support Agreement.
| 2. | REPRESENTATIONS AND WARRANTIES; COVENANTS |
2.1 Each
party hereby represents and warrants to the other parties that (i) such party has the requisite power and authority to execute, deliver
and perform this Agreement, (ii) the execution, delivery and performance of this Agreement by such party have been duly authorized
by all necessary actions on the part of such party and no additional proceedings are necessary to approve this Agreement (in each case
to the extent necessary), (iii) this Agreement has been duly executed and delivered by such party and constitutes a valid and binding
agreement enforceable in accordance with the terms hereof, and (iv) such party’s execution, delivery and performance of this
Agreement will not violate (a) any provision of its organizational documents (as applicable) or any material agreement to which such
party is a party or by which such party is bound; or (b) subject to obtaining the ODI Approvals (if applicable) any order, writ,
injunction, decree or statute, or any rule or regulation, applicable to such party.
2.2 Each
of the Investor Members, on behalf of itself and its respective Affiliates, agrees to promptly provide to Parent (consistent with the
timing required by the Merger Agreement or applicable Law, as applicable) any information about such Investor Member (or its Affiliates)
that Parent reasonably determines is required to be included in (i) the Proxy Statement, (ii) the Schedule 13E-3, or (iii) any
other filing or notification with any Governmental Authority in connection with the Transactions, this Agreement, or any other agreement
or arrangement to which it (or any of its Affiliates) is a party relating to the Transactions. Each Investor Member shall reasonably cooperate
with Parent in connection with the preparation of the foregoing documents to the extent such documents relate to such Investor Member
(or any of its Affiliates), and Parent shall notify the Investor Members of the form and terms of such documents and provide the Investor
Members with reasonable time and opportunity to review and comment on such documents, which Parent shall consider in good faith. Each
Investor Member agrees to permit the Parent and the Company to publish and disclose in the Proxy Statement (including all documents filed
with the SEC in accordance therewith), its respective Affiliates’ identity and beneficial ownership, and/or ultimate controller
(as applicable), of the Shares, ADSs or other Equity Securities of the Company and the nature of such party’s commitments, arrangements
and understandings under this Agreement, or any other agreement or arrangement to which he or it (or any of its Affiliates) is a party
relating to the Transactions (including a copy thereof), to the extent required by applicable Law or the SEC (or its staff). Notwithstanding
the foregoing, no Investor Member is required to make available to the other parties any of its internal investment committee materials
or analyses or any information which it considers to be commercially sensitive information, except where disclosure of such information
is specifically required by applicable Law or the SEC (or its staff).
2.3 Each
Consortium Member hereby represents, warrants and covenants to the other Consortium Members that none of the information supplied in writing
by such Consortium Member for inclusion or incorporation by reference in the Proxy Statement or Schedule 13E-3 will cause a breach of
the representations and warranties of Parent or Merger Sub set forth in the Merger Agreement.
2.4 Each
of Parent and Merger Sub hereby represents and warrants to each of Consortium Members that it was formed solely for the purpose of engaging
in the Transactions and has not conducted any business prior to the date hereof other than those in connection with the Transactions,
and has no, and prior to the Effective Time, will have no, assets (including any equity or other interest in any Person other than Parent’s
equity interests in Merger Sub), liabilities or obligations of any nature other than those incident to its formation and capitalization
pursuant to the Merger Agreement and the Transactions. The Founder hereby represents, warrants and covenants to the other Consortium Members
that he has not, and prior to the Effective Time, will not, cause Parent or Merger Sub to take any action inconsistent with the representations
and warranties of Parent and Merger Sub in this Section 2.4.
2.5 Each
Investor Member shall use its reasonable best efforts to apply for and obtain ODI Approval if such approval is needed for its (or its
Affiliates’) performance of obligations hereunder and under the Equity Commitment Letter. Each party shall use his or its commercially
reasonable efforts (without incurring any cost by such party) to cooperate with each Investor Member in connection with such Investor
Member’s application for any ODI Approval required for its consummation of the transactions contemplated by this Agreement, the
Merger Agreement and the other agreements entered into in connection therewith.
2.6 Each
of Parent and Merger Sub has been conducting business at all times in compliance with any anti-corruption laws and anti-money laundering
laws to which Parent or Merger Sub may be subject to (as applicable). None of Parent, Merger Sub or any of its respective directors, officers,
employees, agents and other persons acting on their behalf (collectively, “Representatives”) has, directly or indirectly,
offered, authorized, promised, condoned, participated in, consummated, or received notice of any allegation of, (i) the making of
any payment or gift or any money or anything of value to any public official for the purpose of influencing any official act or decision
of such official or inducing him or her to use his or her influence to affect any act or decision of a governmental authority, in order
to assist Parent or Merger Sub to obtain or retain business for, or direct business to Parent or Merger Sub, as applicable, or (ii) the
taking of any action by any person which has violated or could reasonably be expected to, constitute a violation of any applicable anti-corruption
laws, or (iii) the making of any false or fictitious entries in the books or records of Parent or Merger Sub by any person, or (iv) the
using of any assets of Parent or Merger Sub for the establishment of any unlawful or unrecorded fund of monies or other assets, or the
making of any unlawful or undisclosed payment. None of Parent, Merger Sub or any Representatives has, directly or indirectly, (i) bribed
any Investor Members, Rollover Shareholders or their respective Affiliates, (ii) offered or solicited improper properties or other
benefits, or (iii) engaged in any unfair competition or illegal transfer of benefits in any manner.
3.1 If
the Merger is not consummated and the Parent Termination Fee becomes payable by Parent pursuant to Section 8.06(b) of the Merger
Agreement, and any party hereto is a Defaulting Party (as defined below), notwithstanding anything provided under the Limited Guaranties,
(a) the Defaulting Party shall be responsible for the entire Parent Termination Fee payable by Parent under Section 8.06(b) of
the Merger Agreement and shall promptly pay an amount equal to the Parent Termination Fee to Parent by wire transfer of same day fund
within one (1) Business Day following the termination of the Merger Agreement pursuant to Section 8.03(a) or Section 8.03(b) thereof;
(b) in the event any of the Company’s fees and expenses shall become payable by Parent in accordance with Section 8.06(d) of
the Merger Agreement, the Defaulting Party shall be responsible for all such fees and expenses payable by Parent; and (c) in the
event that a Non-Defaulting Party’s (or the respective Guarantor’s) liabilities under the relevant Limited Guarantee become
due and payable, the Defaulting Party shall indemnify such Non-Defaulting Party (or the respective Guarantor) in full for all payments
made by, and all fees and out-of-pocket expenses incurred by, such Non-Defaulting Party (or the respective Guarantor) under such Limited
Guarantee (the obligations of the Defaulting Party under this Section 3.1, collectively, the “Default Obligations”).
If there is more than one Defaulting Party, each Defaulting Party shall be responsible for its Pro Rata Portion of the Default Obligations.
A Defaulting Party’s “Pro Rata Portion” for the purposes of this Section 3.1 is a fraction, the numerator
of which is such Defaulting Party’s Contemplated Ownership Percentage and the denominator of which is the aggregated Contemplated
Ownership Percentage of all Defaulting Parties.
3.2 If
the Merger is not consummated and the Parent Termination Fee becomes payable by Parent pursuant to Section 8.06(b) of the Merger
Agreement, but no party is a Defaulting Party, then each party who (or whose Affiliate) also executes a Limited Guarantee shall be responsible
for its (or its Affiliate’s) Guaranteed Percentage (as defined in the respective Limited Guarantee) of (i) Parent Termination
Fees under Section 8.06(b) and (ii) Company’s fees and expenses under Section 8.06(d) of the Merger Agreement
((i) and (ii) collectively, the “Guaranteed Obligations”) in accordance with and subject to the terms and
conditions of the Limited Guarantee executed by such party.
3.3 A
“Defaulting Party” is a party hereto, the failure of whom or whose Affiliate to perform its obligation under this Agreement
or, to the extent it is a party, the Support Agreement or the Equity Commitment Letter, results in the failure of the Merger to consummate.
A “Non-Defaulting Party” is a party hereto who is not a Defaulting Party.
3.4 The
parties shall be entitled to receive any termination, break-up or other fees or amounts payable to Parent by the Company pursuant to the
Merger Agreement, to be allocated ratably in proportion to their respective Contemplated Ownership Percentages, net of the costs and expenses
incurred by the Consortium in connection with the Transaction, including the fees, expenses and disbursements of Consortium Advisors retained
by the Consortium (but other than fees and costs of any Separate Advisors who were retained by a party in accordance with Section 4.5
unless otherwise agreed to by the parties in writing).
| 4. | CERTAIN FEES AND EXPENSES |
4.1 If
the Merger is not consummated and any party hereto is a Defaulting Party with respect to such failure of the Merger to consummate, the
parties agree that the Defaulting Party or Defaulting Parties shall bear the full amount of the Consortium Expenses, the DD Expenses and
reimburse each Non-Defaulting Party and their respective Affiliates (other than the Company and its subsidiaries) for all of their other
out-of-pocket costs and expenses incurred in connection with the Merger, and the fees, expenses and disbursements of any Separate Advisors
to each Non-Defaulting Party engaged pursuant to Section 4.5, if any, without prejudice to any claims, rights, and remedies otherwise
available to Parent, Merger Sub, or such Non-Defaulting Party and its Affiliates (including those under Section 3.1 hereof).
4.2 If
the Merger is not consummated and no party hereto is a Defaulting Party, the parties agree that (i) each party shall bear the fees
and out-of-pocket expenses payable by such party in connection with the Transactions incurred prior to the termination of this Agreement;
and (ii) each party shall bear its portion (based on such party’s respective Guaranteed Percentage) of the Consortium Expenses.
Notwithstanding the foregoing, (i) the fees, expenses and disbursements of any Separate Advisors engaged pursuant to Section 4.5
and the other out-of-pocket costs and expenses incurred in connection with any legal due diligence investigation conducted by CICC with
respect to the Company, including any fees, expenses and disbursements payable to the Separate Advisors retained for such purposes (collectively,
the “DD Expenses”), shall be borne solely by CICC, Surrich International Company Limited and CCB (Beijing) Investment
Fund Management Co., Ltd., in proportion to such party’s respective Guaranteed Percentage, (ii) the fees, expenses and
disbursements of any Separate Advisors engaged pursuant to Section 4.5 and the other out-of-pocket costs and expenses incurred in
connection with any due diligence investigation conducted by other Investor Members with respect to the Company shall be borne solely
by such Investor Members, and (iii) for the avoidance of doubt, the sharing of any Guaranteed Obligation shall be governed by Section 3.2
and not by this Section 4.2.
4.3 Upon
consummation of the Merger and from time to time thereafter, Parent shall or shall cause the Surviving Company to reimburse each party
hereto for, or pay on behalf of such party, as the case may be, all DD Expenses, all Consortium Expenses and all other fees and out-of-pocket
expenses incurred by Consortium Members in connection with the Merger (including reasonable costs and expenses incurred in the defense,
response, pursuit or settlement of any disputes, subpoena, arbitration or litigation relating to this Agreement or the Transactions),
other than the fees, expenses and disbursements of any Separate Advisors engaged pursuant to Section 4.5 (unless they constitute
DD Expenses).
4.4 For
the purpose of this Agreement, “Consortium Expenses” means all fees and out-of-pocket expenses incurred by the Consortium
in connection with the Transactions (including without limitations, (i) fees, reasonable expense and disbursements of joint advisors
and/or consultants of the Consortium (the “Consortium Advisors”), but excluding any fees, expenses and disbursement
of any Separate Advisors retained by parties pursuant to Section 4.5 unless and only to the extent such appointment and expenses
are otherwise agreed to by the parties in advance in writing, (ii) fees and expenses incurred in connection with the Escrow Account(s) set
up by Parent and each of the Sponsors pursuant to the terms of Equity Commitment Letters and Escrow Agreement(s), including the fees charged
by the Escrow Agent (each as defined in the Equity Commitment Letters), and (iii) reasonable costs and expenses incurred in the defense,
response, pursuit or settlement of any disputes, subpoena, arbitration or litigation relating to this Agreement or the Transactions (in
which cases, whether such fees and expenses are incurred prior to the termination of this Agreement or not)), in each case as supported
by invoice with reasonable detail and as confirmed by the Founder and CICC.
4.5 For
the purpose of this Section 4, the Consortium Members agree that Skadden, Arps, Slate, Meagher & Flom LLP has been retained
and shall act as U.S. legal counsel to the Consortium as a Consortium Advisor, and King & Wood Mallesons has been retained and
shall act as PRC legal counsel to the Consortium as a Consortium Advisor. Each party may retain other advisor(s) (the “Separate
Advisors”) if such party requires separate representation in connection with specific issues arising out of the Transaction,
provided that such party shall (i) provide prior notice to other Consortium Members, and (ii) subject to Sections 4.1, 4.2,
4.3 and 5 be solely responsible for the fees and expenses of such Separate Advisors.
4.6 Without
prejudice to anything set forth under Sections 4.1, 4.2 and 4.3, to the extent any Investor Member becomes a Failing Investor, the participation
of which in the Transactions is terminated pursuant to Section 6.2, such Investor Member shall bear its portion to Consortium Expenses,
the DD Expenses and such other fees and expenses incurred prior to the termination of its participation in the Transaction. For the avoidance
of doubt, a Failing Investor which is a Defaulting Party shall bear the full amount of the Consortium Expenses, the DD Expenses and make
other reimbursements pursuant to Section 4.1.
4.7 The
provisions under this Section 4 constitute the entire agreement, and supersede in full, all prior agreements, understanding, negotiations
and statements, both written and oral, among the parties hereto or any of their Affiliates with respect to the subject matter contained
herein.
| 5 | INDEMNIFICATION AND REIMBURSEMENT |
Not with prejudice to anything hereunder, especially
the agreements under Sections 3 and 4, each party hereto (an “Indemnifying Party”) hereby agrees to indemnify, reimburse
and hold harmless the other parties hereto (each, an “Indemnified Party”) from and against all reasonable costs and
expenses (collectively, the “Costs”) actually incurred or accrued by the Indemnified Party (including reasonable fees
and expenses of counsel) in connection with the collection of any unpaid amount due from such party under Sections 3 and 4 of this Agreement.
| 6 | EXCLUSIVITY; SHAREHOLDERS AGREEMENT; NO ACQUISITION OF ADDITIONAL SECURITIES |
6.1 Commencing
from the date hereof and ending on the earlier of (i) the Closing and (ii) the termination of this Agreement pursuant to Section 7.1,
unless otherwise agreed to or consented to in writing in advance by the other parties, each of the Founder and Investor Members shall:
| (a) | work and cause its or his Affiliates (for purpose of this Section 6.1, the Founder’s Affiliates shall not include any Group
Company) to exclusively work with the other parties and their Affiliates to implement the Merger, including to prepare, negotiate and
finalize the transaction documents contemplated herein or otherwise in connection with the Merger; |
| (b) | not enter into any agreement, arrangement or understanding with any other potential investor or acquirer, group of investors or acquirors,
or the Company or any of its Representatives with respect to the subject matter of this Agreement and the Merger Agreement or any other
similar transaction involving the Company; |
| (c) | not, directly or indirectly, either alone or with or through any Affiliates or Representatives authorized to act on its or his behalf
(i) make a Competing Proposal, or solicit, encourage, facilitate or join with any other Person in the making of, any Competing Proposal,
(ii) provide any information to any third party with a view to the third party or any other Person pursuing or considering to pursue
a Competing Proposal, (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt finance,
or contribution of Shares of the Company or any beneficial ownership thereof or provision of a voting agreement, in support of any Competing
Proposal, (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding,
or do, anything that is inconsistent with the provisions of this Agreement or the transaction as contemplated under this Agreement, (v) dispose
of any Shares of the Company or any beneficial ownership thereof, or directly or indirectly (A) Transfer or permit the Transfer by
any of its Affiliates of an interest (including without limitation any beneficial interest) in any Shares of the Company, (B) enter
into any contract, option or other arrangement or understanding with respect to a transfer or limitation on voting rights of any of the
Shares of the Company or any beneficial ownership thereof, or any right, title or interest thereto or therein, or (C) deposit any
Shares of the Company or any beneficial interest therein into a voting trust or grant any proxies or enter into a voting agreement, power
of attorney or voting trust with respect to any Shares of the Company, in each case of (A) through (C), except as expressly contemplated
or permitted under this Agreement or the Transaction Documents, (vi) take any action that would reasonably be expected to have the
effect of preventing, disabling or delaying such party from performing its obligations under this Agreement, or (vii) solicit, encourage,
facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not
legally binding) with any other Person regarding the matters described in clauses (i) to (vi) above; |
| (d) | immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations
and other communications with all Persons conducted heretofore with respect to a Competing Proposal; and |
| (e) | promptly notify the other parties if it or he or, to its or his knowledge, any of its or his Representatives receives any approach
or communication with respect to any Competing Proposal, including in such notice the identity of the other Persons involved and the nature
and content of the approach or communication, and provide the other parties with copies of any written communication. |
For the avoidance of doubt, nothing in this Section 6.1
shall prevent the Founder or any Affiliate or Representative of any Investor Member from taking any action in his capacity as a director
or officer of the Company, if he determines, in his good faith judgment upon advice by the outside legal counsel of the Company, that
failure to take such action is inconsistent with his fiduciary duties under applicable Law.
For the purpose of this Section 6.1, a “Competing
Proposal” shall mean a proposal, offer or invitation to the Company, a party hereto or any of their respective Affiliates (other
than the Transaction), that relates to a Competing Transaction.
6.2 Notwithstanding
anything to the contrary under this Section 6, in the event that the Closing Conditions (other than the ODI Approval with respect
to the Failing Investor (as defined below)) are satisfied or validly waived (subject to the requirements in Section 1.1), and the
Consortium Members (other than the Failing Investor) are willing to proceed with the Closing, (A) the Founder shall be allowed to
solicit, encourage, facilitate or otherwise invite new investor(s) to join the Consortium for the purpose of consummating the Transactions,
and (B) such other Consortium Members, together with the new investor(s) so identified by the Founder, may proceed with the
Closing by first terminating the participation in the Transactions of any Investor Member (a) that has not (or whose Affiliate has
not) obtained the ODI Approval for its or its Affiliate’s participation in the Transaction as of the later of (x) the date
that is six months prior to the Long Stop Date (which, for the purpose of this Agreement, does not include any extension permitted under
the Merger Agreement) and (y) the date when the Closing Conditions (other than the ODI Approval with respect to the Failing Investor)
are satisfied or validly waived (subject to the requirements in Section 1.1), or (b) that asserts (or whose Affiliate asserts)
in writing its or its Affiliate’s unwillingness to fulfill its Commitment (a “Failing Investor”), such termination
right to be exercised by the Founder; provided, that such termination shall not affect the rights of the remaining Consortium Members
against such Failing Investor with respect to such failure or declination to fund, which rights shall be as provided in Section 3
and Section 4 hereof; provided however in the absence of any breach of its obligations under Section 2.5 hereof, a failure
of any Investor Member to obtain the ODI Approval for its or its Affiliate’s participation in the Transaction shall not in any event,
in and of itself constitute a breach by such Investor Member or any of its Affiliate of any terms of this Agreement, the Support Agreement,
or the Equity Commitment Letters to which such Investor Member or any of its Affiliate is a party. In the event the Founder terminates
a Failing Investor’s participation in the Transactions, the amount of such Failing Investor’s Equity Commitment shall be offered
to new investors in such amounts as may be determined by the Founder. Notwithstanding anything to the contrary contained herein, (i) from
and after the time an Investor Member becomes a Failing Investor as defined in sub-clause (b) of this Section 6.2, or the Founder
terminates the participation in the Transactions of a Failing Investor as defined in sub-clause (a) of this Section 6.2, the
approval or consent of such Failing Investor shall not be required for any purposes under this Agreement, and (ii) CICC Healthcare
will in no event be deemed as a Failing Investor and the Founder may in no event terminate CICC Healthcare’s participation in the
Transactions, in connection with or as a result of any failure to obtain the ODI Approval required for Tianjin Kangyue’s participation
in the Transactions.
6.3 The
parties shall negotiate in good faith and enter into concurrently with the Effective Time a shareholders agreement governing their respective
rights and obligations in the Parent after the consummation of the Transaction, which shall contain terms that are (subject to mutually
agreed changes) consistent with the terms set forth in the SHA Term Sheet, and such other corporate governance and shareholders protective
terms customary for a privately-held company as mutually agreeable to each Consortium Member. In the event that the Consortium Members
are unable to agree on the terms of the shareholders’ agreement, the terms set forth in the SHA Term Sheet shall govern with respect
to the matters set forth therein following the Effective Time and until such time as the Consortium Members enter into a shareholders’
agreement. “SHA Term Sheet” means the term sheet with respect to the key terms of shareholder rights and corporate governance
of Parent attached hereto as Exhibit 1.
6.4 Without
the prior written consent of each other Consortium Member, no Consortium Member may (and such Consortium Member shall cause its Affiliates
not to), directly or indirectly, acquire Beneficial Ownership of any Shares or other Equity Securities in the Company.
7.1 Effectiveness;
Termination. This Agreement shall become effective on the date hereof and shall terminate (except with respect to Sections 3,4, 5
and 7) upon the earlier of (i) the Effective Time of the Merger and (ii) the termination of the Merger Agreement in accordance
with its terms; provided, that any liability for failure to comply with the terms of this Agreement shall survive such termination.
7.2 Amendment.
Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed by each party
hereto.
7.3 Severability.
Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective
to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of
this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, such provision shall
be interpreted to be only as broad as is enforceable.
7.4 Remedies.
Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not
exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy will
not preclude the exercise of any other remedy. No failure or delay on the part of any party hereto in the exercise of any right hereunder
will impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement
herein, nor will any single or partial exercise of any such right preclude other or further exercise thereof or of any other right. The
parties hereby acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were
not performed in accordance with their specific terms or were otherwise breached, and damages alone would not be sufficient remedy for
any actual or threatened breach of this Agreement and that each party shall be entitled to seek the remedy of injunction, specific performance
and other legal and equitable relief for any breach of this Agreement (without posting a bond or other security) in additional to any
other remedies available to it at law or in equity.
7.5 Announcement.
No announcements or other public statement regarding the subject matter of this Agreement shall be issued or made by Parent, Merger Sub
or any Consortium Member or any of their respective Affiliates without the prior written consent of all Consortium Members, which consent
shall not be unreasonably withheld, delayed or conditioned, except to the extent that any such announcements or statements are required
by applicable Law, a court of competent jurisdiction, a regulatory body or securities exchange, and then only after the form and terms
of such announcements or statements have been notified to the Consortium Members and the Consortium Members have had a reasonable opportunity
to comment thereon, in each case to the extent reasonably practicable. Notwithstanding the foregoing, any Consortium Member may make any
Schedule 13D filings, or amendments thereto, in respect of the Company that such Consortium Member reasonably believes is required under
applicable Law without the prior written consent of the other Consortium Members, provided that such Consortium Member
shall coordinate with the other Consortium Members in good faith regarding the content and timing of such filings or amendments in connection
with the Transactions.
7.6 Confidentiality.
(a) Except as permitted
under this Section 7.6, each party shall not, and shall direct his or its Affiliates and Representatives not to, disclose any
Confidential Information (as defined below) received by it or him (the “Recipient”) from any other party (the “Discloser”).
Each Party shall not and shall direct his or its Affiliates and Representatives not to, use any Confidential Information for any purpose
other than for the purposes of this Agreement or the Transactions. “Confidential Information” includes (i) all
written, oral or other information obtained in confidence by one party from any other party in connection with this Agreement or the Transactions,
unless such information (A) is already known to such party prior to the disclosure thereof by the Discloser or is provided to such
party by others not known by such party to be bound by a duty of confidentiality to the Discloser, or (B) is or becomes publicly
available other than through a breach of this Agreement by such party or is developed independently by or for such party without using
any Confidential Information, and (ii) the existence or terms of, and any negotiations or discussions relating to, this Agreement
and any definitive documentation in connection with the Transactions, including the Merger Agreement.
(b) Subject to Section 7.6
(c), the Recipient shall safeguard and, upon the termination of this Agreement return to the Discloser or destroy (in
the Recipient’s sole discretion and with written confirmation thereof by the Recipient), on demand, any Confidential Information
which falls within clause (i) of the definition of Confidential Information, provided the Consortium Members may retain (i) copies
of such Confidential Information in order to comply with legal, regulatory or internal policy requirements and (ii) any electronic
data stored on the back-up tapes of the Recipient’s hardware.
(c) Each Party acknowledges
that, in relation to Confidential Information received from the other Parties, the obligations contained in this Section 7.6 shall
continue to apply for a period of eighteen (18) months following termination of this Agreement pursuant to Section 7.1,
unless otherwise agreed in writing.
(d) Notwithstanding anything
to the contrary in this Agreement, a party may disclose Confidential Information (i) to those of his or its Affiliates and Representatives
as such party reasonably deems necessary to give effect to or enforce this Agreement, but only on a confidential basis; or (ii) if
required by applicable Law or the rules and regulations of any national securities exchange or Governmental Authority of competent
jurisdiction over a Party or pursuant to whose rules and regulations such disclosure is required to be made, but only after the form
and terms of such disclosure have been notified to the other Parties and the other Parties have had a reasonable opportunity to comment
thereon, in each case to the extent reasonably practicable.
7.7 Governing
Law; Dispute Resolution; Jurisdiction. This Agreement shall be interpreted, construed and governed by and in accordance with the laws
of New York without regard to the conflicts of law principles thereof. Subject to the last sentence of this Section 7.7, any action
arising out of or relating to this Agreement or its subject matter (including a dispute regarding the existence, validity, formation,
effect, interpretation, performance or termination of this Agreement) shall be submitted to HKIAC and resolved in accordance with the
Administrative Arbitration Rules of HKIAC. The place of arbitration shall be Hong Kong. The official language of the arbitration
shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s) shall
nominate jointly one Arbitrator; the respondent(s) shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated
jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or
the first two Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third Arbitrator within the time
limits specified by the Administrative Arbitration Rules of HKIAC, such Arbitrator shall be appointed promptly by the HKIAC. The
arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall
be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement
of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction
of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient
forum.
7.8 Assignment.
Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether
by operation of law or otherwise) without the prior written consent of the other parties, except that this Agreement or any of the rights,
interests or obligations hereunder may be assigned by an Investor Member to an Affiliate of such party hereto or in connection with a
Permitted Syndication; provided that the party making such assignment shall not be released from its obligations hereunder.
Any attempted assignment in violation of this Section 7.8 shall be void.
7.9 Counterparts.
This Agreement may be executed in any number of counterparts (including by e-mail of PDF or scanned versions or facsimile), each such
counterpart when executed being deemed to be an original instrument, and all such counterparts shall together constitute one and the same
agreement.
7.10 No
Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, and notwithstanding the fact that certain of
the Consortium Members may be partnerships, limited liability companies, corporations or other entities, Parent, Merger Sub and each Consortium
Member covenants, agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection
with this Agreement shall be had against and no personal liability shall attach to, be imposed on or otherwise be incurred by any former,
current or future direct or indirect holder of any equity, stock, general or limited partnership or limited liability company interest,
controlling Person, management company, portfolio company, incorporator, director, officer, employee, agent, advisor, attorney, representative,
Affiliate, members, managers, general or limited partners, shareholders, stockholders, assignees of any Consortium Member (other than
any permitted assignee under Section 7.8) or of any former, current or future direct or indirect holder of any equity, stock, general
or limited partnership or limited liability company interest, controlling Person, management companies, portfolio companies, incorporators,
directors, officers, employees, agents, advisors, attorneys, representatives, Affiliates, members, managers, general or limited partners,
shareholders, stockholders, or assignees (other than any permitted assignee under Section 7.8) of any of the foregoing, as such,
whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other
applicable Law, for any obligation of any Consortium Member under this Agreement or any documents or instruments delivered in connection
with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation (in each case other than
against parties to this Agreement, the Support Agreement, the Equity Commitment Letters, the Limited Guarantees (as applicable) or such
other document or instrument as expressly provided therein and their respective successors and assigns).
7.11 No Third Party Beneficiaries. Except
for the Persons referenced in Section 7.10, each of which is an intended third party beneficiary under Section 7.10, nothing
in this Agreement shall be construed as giving any person, other than the parties hereto and their heirs, successors, legal representatives
and permitted assignees any right, remedy or claim under or in respect of this Agreement or any provision hereof.
7.12 Entire Agreement. This Agreement, the
Merger Agreement, the Limited Guarantees, the Equity Commitment Letters, the Support Agreement and any other agreement or instrument referenced
under any of the foregoing constitute the entire agreement among the parties with respect to the subject matter hereof and supersedes
all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof.
7.13 Notice. All notices and other communications
hereunder shall be in writing in the English language and shall be deemed duly given (a) on the date of delivery if delivered personally,
or if by facsimile or email (unless an error message is generated with respect to such delivery by facsimile or email), (b) on the
first Business Day following the date of dispatch if delivered utilizing a next-day service by a recognized next-day courier, or (c) on
the earlier of confirmed receipt or the fifth (5th) Business Day following the date of mailing if delivered by registered or certified
mail (return receipt requested, postage prepaid). All notices hereunder shall be delivered to the addresses set forth below (or at such
other address for a party as shall be specified in a notice given in accordance with this Section 7.13):
| (i) | If to any Consortium Member, at the address set forth in such Consortium Member’s Equity Commitment Letter and/or the Support
Agreement; |
| (ii) | If to Parent or Merger Sub: |
Address: 1-2/F,
Building 11, Zone 1, No. 8 Life Science Parkway, Changping District, Beijing, 102206, People’s Republic of China
Attention: Mr. Sizhen
Wang
Email: [***]
7.14 Definitions. For the purposes of this
Agreement:
“Affiliate” shall have the meaning
ascribed to such term in Rule 12b-2 under the U.S. Securities Exchange Act of 1934, as amended, including, for the avoidance of doubt,
with respect to an Investor Member, any affiliated investment funds or investment vehicles that are advised, managed or sponsored by the
general partner or investment manager of such Investor Member or any Affiliate thereof; provided, however, that with respect only
to Investor Members that are private equity funds in the business of making investments in portfolio companies managed independently,
including without limitation, Tianjin Kangyue and CICC Healthcare, no portfolio company of any such Investor Member or its Affiliates
(including any portfolio company of any affiliated investment fund or investment vehicle of the Investor Member or such funds) shall be
deemed to be an Affiliate of such Investor Member; provided further that solely for the purposes of Sections 6 and 7.5, “Affiliate”
of Tianjin Kangyue means any Subsidiary of Tianjin Kangyue, and “Affiliate” of CICC Healthcare means any Subsidiary of CICC
Healthcare.
7.15 No use of Name or Logo
Without the prior written consent of CICC, no party
(other than CICC) shall, and each such party shall cause its Affiliates not to, (a) use in advertising, publicity, announcements,
or otherwise, the name of CICC, or any of its Affiliates, including “China International Capital Corporation”, “中国国际金融股份有限公司”,
“CICC”, “中金公司”, “CICC
Capital”, “中金资本”, either
alone or in combination with any associated devices and logos of the above brands or any company name, trade name, trademark, service
mark, domain name, device, design, symbol or any abbreviation, contraction or simulation thereof owned or used by CICC or any of its Affiliates,
except in connection with the use of such name in the Proxy Statement, the Schedule 13E-3 or any other filing or notification with any
Governmental Authority in connection with the Transactions, or (b) represent, directly or indirectly, that any products or services
provided by such party have been approved or endorsed by CICC or any of their Affiliates.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, each of
the undersigned has duly executed this Agreement as of the date first written above.
|
Mr. Sizhen Wang |
|
|
|
|
|
/s/ Sizhen Wang |
[Signature Page to Interim Investor Agreement]
IN WITNESS WHEREOF, each of
the undersigned has duly executed this Agreement as of the date first written above.
|
COB (Beijing) Investment Fund Management Co., Ltd. |
|
|
|
By: |
/s/ Yeqiang Wang |
|
|
Name: Yeqiang Wang |
|
|
Title: Legal Representative |
[Signature Page to Interim Investor Agreement]
IN WITNESS WHEREOF, each of
the undersigned has duly executed this Agreement as of the date first written above.
|
CICC Healthcare Investment Fund, L.P. |
|
|
|
By: CICC Healthcare Investment Management Limited, its general partner |
|
|
|
By: |
/s/ Xia Wu |
|
|
Name: Xia Wu |
|
|
Title: Director |
|
|
|
|
|
/s/ Jin Wang |
|
|
Name: Jin Wang |
|
|
Title: Director |
[Signature Page to Interim Investor Agreement]
IN WITNESS WHEREOF, each of
the undersigned has duly executed this Agreement as of the date first written above.
|
Tianjin Kangyue Business Management Partnership (Limited Partnership) |
|
天津康悦企业管理合伙企业(有限合伙) |
|
|
|
By: |
/s/ Xia Wu |
|
|
Name: Xia Wu |
|
|
Title: Authorized Signatory |
[Signature Page to Interim Investor Agreement]
IN WITNESS WHEREOF, each of
the undersigned has duly executed this Agreement as of the date first written above.
|
Surrich International Co., Ltd |
|
锡洲国际有限公司 |
|
|
|
By: |
/s/ Yanbao Peng |
|
|
Name: Yanbao Peng |
|
|
Title: Director |
[Signature Page to Interim Investor Agreement]
IN WITNESS WHEREOF, each of
the undersigned has duly executed this Agreement as of the date first written above.
|
Wealth Strategy Holding Limited |
|
|
|
By: |
/s/ Kung Hung Ka |
|
|
Name: Kung Hung Ka |
|
|
Title: Director |
[Signature Page to Interim Investor Agreement]
IN WITNESS WHEREOF, each
of the undersigned has duly executed this Agreement as of the date first written above.
|
Wuxi Huihongyingkang
Investment Partnership (Limited Partnership) |
|
|
|
By: |
/s/
Chunlei Zhang |
|
|
Name: Chunlei Zhang |
|
|
Title: Authorized Representative
of Executive Partner |
[Signature Page to Interim Investor Agreement]
IN WITNESS WHEREOF, each
of the undersigned has duly executed this Agreement as of the date first written above.
|
New Genetron Holding Limited |
|
|
|
By: |
/s/ Sizhen Wang |
|
|
Name: Sizhen Wang |
|
|
Title: Director |
[Signature Page to Interim Investor Agreement]
IN WITNESS WHEREOF, each of
the undersigned has duly executed this Agreement as of the date first written above.
|
Genetron New Co Limited |
|
|
|
By: |
/s/ Sizhen Wang |
|
|
Name: Sizhen Wang |
|
|
Title: Director |
[Signature Page to Interim Investor Agreement]
SCHEDULE 1
EXHIBIT 1
Schedule A
Genetron (NASDAQ:GTH)
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From Sep 2024 to Oct 2024
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From Oct 2023 to Oct 2024