NFH New Frontier Health Corporation

END OF COVER PAGES

This Schedule constitutes Amendment No. 4 (the “Amendment No. 4”) to the Schedule 13D on behalf of New Frontier Public Holding Ltd. and Vivo Capital IX (Cayman), LLC filed as of December 30, 2019 (as amended to date, the “Original Schedule 13D”), Amendment No. 3 to the Schedule 13D on behalf of Nan Fung Group Holdings Limited, Sun Hing Associates Limited, NF SPAC Holding Limited, filed as of January 2, 2020, Amendment No. 2 to the Schedule 13D on behalf of each of Carnival Investments Limited, Mr. Kam Chung Leung, Ms. Roberta Lipson, Max Rising International Limited, Mr. Carl Wu, Mr. Ying Zeng, Brave Peak Limited, Aspex Master Fund, Aspex Management (HK) Limited, Mr. Ho Kei Li, Smart Scene Investment Limited and LY Holding Co., Limited, filed as of February 16, 2021, Amendment No. 2 to the Schedule 13D on behalf of Fosun Industrial Co., Limited and Shanghai Fosun Pharmaceutical (Group) Co., Ltd., filed as of December 30, 2019, Amendment No.1 to the Schedule 13D on behalf of Strategic Healthcare Holding Ltd., Advance Data Services Limited, Yunqi China Special Investment A, York Asian Opportunities Investments Master Fund, L.P. and Smart Will Investments Limited, filed as of August 6, 2021, and an initial Schedule 13D on behalf of each of Star Advantage Global Limited, Golden Majestic Investments Limited, Apex Strategic Ventures Limited and Junson Development International Limited, relating to the ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), of New Frontier Health Corporation, a Cayman Islands exempted company (the “Issuer”). Except as set forth herein, the Original Schedule 13D is unmodified and remains in full force and effect as to the applicable reporting persons thereof. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Original Schedule 13D.

Item 2 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

(a), (b), (c) and (f)

All information contained in this Item 2 concerning each Reporting Person has been supplied by such Reporting Person, and no Reporting Person has provided any disclosure with respect to any other Reporting Person.

Item 3 of the Original Schedule 13D is hereby amended and supplemented by the following:

The description of the Merger Agreement (as defined below), the Debt Commitment Letter (as defined below), the Equity Commitment Letters (as defined below), the Limited Guarantees (as defined below), the Support Agreement (as defined below), the Interim Investors Agreement (as defined below), the Management Rollover Agreement (as defined below) and the Rollover Agreement (as defined below) are incorporated by reference in this Item 3.

Item 4 of the Original Schedule 13D is hereby amended and supplemented by the following:

Merger Agreement

On August 4, 2021, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Unicorn II Holdings Limited (“HoldCo”), Unicorn II Parent Limited (“Parent”), a wholly owned subsidiary of HoldCo, and Unicorn II Merger Sub Limited (“Merger Sub”), a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, and subject to the terms and conditions thereof, Merger Sub will merge with and into the Issuer (the “Merger”), with the Issuer being the surviving company (the “Surviving Company”) and an indirect wholly-owned subsidiary of HoldCo.

Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each ordinary share of the Issuer (each, a “Share”) issued and outstanding immediately prior to the Effective Time will be cancelled and cease to exist in exchange for the right to receive US$12.00 in cash per Share without interest, and each warrant of the Issuer (each, a “Warrant”) issued and outstanding immediately prior to the Effective Time will be cancelled and cease to exist in exchange for the right to receive US$2.70 in cash per Warrant without interest, except for (a) Shares held by HoldCo, Parent, Merger Sub, the Issuer or any of their respective subsidiaries, which will be cancelled and cease to exist without payment of any consideration or distribution from the Issuer therefor, (b) certain Shares and/or Warrants held by NFPH, Carnival, Max Rising, Ms. Roberta Lipson, Mr. Ying Zeng, Vivo LLC, Nan Fung, Shimao, Aspex Parties, Hysan, LY, SHH, ADS, Yunqi, York, Smart Will, Fosun Industrial, Star Advantage, Golden Majestic, Apex Strategic, Junson or their respective affiliates (each, a “Supporting Securityholder”), the Management Rollover Securityholders and the Other Rollover Securityholders (each as defined below), which will be cancelled and cease to exist without payment of any consideration or distribution from the Issuer therefor and (c) Shares held by shareholders who have validly exercised and not effectively withdrawn or lost their rights to dissent from the Merger pursuant to the laws of the Cayman Islands, which will be cancelled and cease to exist at the Effective Time and such shareholders will be entitled to receive only the payment of the fair value of such dissenting Shares held by them determined in accordance with the laws of the Cayman Islands. In addition, each Warrant for which the holder thereof has timely provided consent to a certain warrant amendment as provided under the Merger Agreement (the “Warrant Amendment”) and has not revoked such consent prior to the deadline established by the Issuer for the warrantholders to submit consents will be entitled to a consent fee of US$0.30 in cash per Warrant without interest, except for Warrants held by NFPH.

Pursuant to the Merger Agreement, at the Effective Time, (i) each option to purchase Shares (the “Company Option”), whether vested or unvested, that is outstanding immediately prior to the Effective Time will be cancelled in exchange for the right to receive, in accordance with an equity incentive plan to be established by HoldCo (the “HoldCo Share Plan”), an option to purchase the same number of ordinary shares of HoldCo (the “HoldCo Shares”) as the total number of Shares subject to such Company Option immediately prior to the Effective Time, at a per share exercise price equal to the applicable exercise price per Share underlying such Company Option and subject to substantially the same terms and conditions (including as to vesting) as applicable to such Company Option in effect immediately prior to the Effective Time; and (ii) each restricted share unit of the Issuer (the “Company RSU Award”), whether vested or unvested, that is outstanding immediately prior to the Effective Time will be cancelled in exchange for the right to receive, in accordance with the HoldCo Share Plan, one restricted stock unit to acquire the same number of HoldCo Shares as the total number of Shares subject to such Company RSU Award immediately prior to the Effective Time, subject to substantially the same terms and conditions (including as to vesting) as applicable to such Company RSU Award in effect immediately prior to the Effective Time.

The Merger, which is currently expected to close during the fourth quarter of 2021, is subject to customary closing conditions, including, among others, (i) that the Merger Agreement shall be authorized and approved by an affirmative vote of shareholders representing at least two-thirds of the Shares present and voting in person or by proxy at an extraordinary general meeting of the Issuer’s shareholders; (ii) that the Warrantholder Consent (as defined in the Merger Agreement) shall be obtained and the Warrant Amendment shall be entered into in accordance with the Merger Agreement and shall take effect no later than the Effective Time and (iii) that the aggregate amount of dissenting Shares shall be no more than 10% of the total outstanding Shares immediately prior to the Effective Time. If completed, the Merger will result in the Issuer becoming a privately-held company and its Shares will no longer be listed on the New York Stock Exchange.

Limited Guarantees and Equity Commitment Letters

Concurrently with the execution of the Merger Agreement, each of the persons named under column (A) below entered into a limited guarantee (collectively, the “Limited Guarantees”) in favor of the Issuer whereby such person(s) agreed to irrevocably and unconditionally guarantee their respective portion (as set forth opposite such person(s)’s name(s) under column (B)) of HoldCo’s obligation to pay the Issuer the HoldCo Termination Fee (as defined in the Merger Agreement) and certain costs and expenses, if and as required pursuant to the terms of the Merger Agreement, up to an aggregate amount equal to their respective portion of $64,260,000, as well as an equity commitment letter (collectively, the “Equity Commitment Letters”) with such person(s) confirming its commitment to contribute to HoldCo cash in the amount set forth opposite such person(s)’s name(s) under column (C) (subject to certain adjustments as set forth in its Equity Commitment Letter) in exchange for Holdco Shares for the purpose of funding the Merger consideration and fees and expenses incurred by HoldCo in connection with the transactions contemplated by the Merger Agreement.

Debt Commitment Letters

In connection with the Merger, Merger Sub entered into a debt commitment letter (the “CMB Debt Commitment Letter”) issued by China Merchant Bank Shanghai Branch (“CMB”) on June 25, 2021. Under the terms and subject to the conditions of CMB Debt Commitment Letter, CMB has committed to make available to Merger Sub a senior term loan facility in an aggregate commitment amount equal to the RMB equivalent of US$500,000,000.

In connection with the Merger, Merger Sub also entered into a debt commitment letter (the “SPDB Debt Commitment Letter” and, together with the CMB Debt Commitment Letter, the “Debt Commitment Letters”) issued by Shanghai Pudong Development Bank Co., Ltd. Putuo Sub-Branch (“SPDB”) on July 28, 2021. Under the terms and subject to the conditions of SPDB Debt Commitment Letter, SPDB has committed to make available to the Merger Sub a senior term loan facility in an aggregate commitment amount equal to the RMB equivalent of US$500,000,000.

The proceeds of the debt financing to be incurred pursuant to the Debt Commitment Letters are expected to be used to partially finance, amongst others, the consideration payable for the Merger and repayment of the existing facility of the Issuer.

Merger Sub only expects to borrow up to an aggregate of RMB equivalent of US$500,000,000 of senior secured term loans to finance, amongst others, the Merger. As such, Merger Sub expects to enter into a separate senior loan commitment letter or other agreements after the date hereof with CMB and/or SPDB reflecting this arrangement.

Support Agreement

Concurrently with the execution of the Merger Agreement, Holdco and each Supporting Securityholder entered into a support agreement dated August 4, 2021 (the “Support Agreement”). Pursuant to the Support Agreement, each Supporting Securityholder agreed (a) to vote in favor of the approval, adoption and authorization of the Merger Agreement and the approval of the Merger and any other transactions contemplated by the Merger Agreement, (b) to vote in favor of the approval and adoption of the Warrant Amendment and the approval of the transactions contemplated thereby, and (c) the Rollover Shares (as defined in the Support Agreement) and the Rollover Warrants (as defined in the Support Agreement) will be cancelled at the closing of the Merger in consideration for HoldCo Shares to be subscribed for by such Supporting Securityholder or their affiliates.

Interim Investors Agreement

In connection with the Merger, HoldCo, Parent, Merger Sub, NFPH, each Supporting Securityholder, HMJ Holdings II Limited (“HMJ II”), HMJ Holdings III Limited (“HMJ III”) and additional Investors (as defined in the Interim Investors Agreement) who or whose affiliates delivered one or more Equity Commitment Letters entered into an interim investors agreement (the “Interim Investors Agreement”) in order to establish certain terms and conditions that will govern the actions of HoldCo, Parent and Merger Sub and the relationship among the Investors with respect to the Merger Agreement, the Equity Commitment Letters, the Limited Guarantees and the Support Agreement, and the transactions contemplated thereby.

Management Rollover Agreement

In connection with the Merger, HoldCo, HMJ II and 43 shareholders of the Issuer who are current or former employees of the Issuer and, to the best knowledge of the Issuer, who collectively hold 953,102 Shares as of such time (the “Management Rollover Securityholders”) entered into a management rollover agreement dated October 5, 2021 (the “Management Rollover Agreement”). Pursuant to the Management Rollover Agreement, each Management Rollover Securityholder agreed, among other things, that their Rollover Shares (as defined in the Management Rollover Agreement) will be cancelled at the closing of the Merger in consideration for HoldCo shares to be subscribed for by HMJ II.

Rollover Agreement

In connection with the Merger, HoldCo and HMJ III and 13 shareholders of the Issuer, to the best knowledge of the Issuer, who collectively hold 5,363,900 Shares as of such time (the “Other Rollover Securityholders”) entered into a rollover agreement dated October 5, 2021 (the “Rollover Agreement”). Pursuant to the Rollover Agreement, each Other Rollover Securityholder agreed, among other things, that their Rollover Shares (as defined in the Rollover Agreement) will be cancelled at the closing of the Merger in consideration for HoldCo shares to be subscribed for by HMJ III.

The foregoing descriptions of the Merger Agreement, the Debt Commitment Letters, the Equity Commitment Letters, the Limited Guarantees, the Support Agreement, the Interim Investors Agreement, the Management Rollover Agreement and the Rollover Agreement (each a “Merger Document”, and collectively, the “Merger Documents”) do not purport to be complete and are qualified in their entirety by reference to the full text of each such Merger Document, and each of the Merger Agreement, the Debt Commitment Letters, the Support Agreement, the Interim Investors Agreement, the form of the Equity Commitment Letter and the Limited Guarantee, the Management Rollover Agreement and the Rollover Agreement is filed as an exhibit to this Schedule 13D and is incorporated herein by reference.

General

The Reporting Persons acquired the securities described in this Schedule 13D for investment purposes and intend to review their investments in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons’ review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; price levels of the Issuer’s securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.

Subject to the terms of the Merger Documents, the Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In connection with the Merger, the Reporting Persons may engage in discussions with management, the Board of Directors, and securityholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, including the Merger, changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer’s business or corporate structure, including changes in management or the composition of the board of directors of the Issuer. There can be no assurance, however, that any proposed transaction would receive the requisite approvals from the respective governing bodies and shareholders, as applicable, or that any such transaction would be successfully implemented.

Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)—(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.

(a) and (b) The information contained on the cover pages to this Amendment No. 3 is incorporated herein by reference.

Group Interest

As a result of each Reporting Person’s actions in respect of the Merger, each Reporting Person may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Exchange Act comprising NFPH, Carnival, Mr. Kam Chung Leung, Ms. Roberta Lipson, Max Rising, Mr. Carl Wu, Mr. Ying Zeng, Vivo LLC, Nan Fung, Shimao, Aspex, Hysan, LY, SHH, ADS, Yunqi, York, Smart Will, Fosun, Star Advantage, Golden Majestic, Apex Strategic and Junson. As a result, the group may be deemed to have acquired beneficial ownership of all the Ordinary Shares beneficially owned by each member of the “group”. As such, the group may be deemed to beneficially own in the aggregate 101,905,712 (excluding, to the best knowledge of the Issuer, the 953,102 Ordinary Shares held by the Management Rollover Securityholders and the 5,363,900 Ordinary Shares held by the Other Rollover Securityholders) Ordinary Shares, which represents approximately 67.7% of the total outstanding Ordinary Shares (assuming all of the warrants as to which the group may be deemed the beneficial owner have been exercised). The above Ordinary Shares do not include any Ordinary Shares which may be beneficially owned by any of the other parties to the Merger Documents not listed above. The Reporting Persons have been notified that Goldman Sachs and/or its affiliates may beneficially own certain Ordinary Shares and intend to file separate beneficial ownership reports with the SEC related thereto. Any such Ordinary Shares are not subject to the Support Agreement or any other Merger Document. Neither the filing of this Schedule 13D nor any of its contents, however, shall be deemed to constitute an admission by the Reporting Persons that any of them is the beneficial owner of any of the Ordinary Shares beneficially owned in the aggregate by other members of the “group” and their respective affiliates for purposes of Section 13(d) of the Act or for any other purpose, and such beneficial ownership is expressly disclaimed.

(c) Except as set forth in this Schedule 13D, the Reporting Persons have not engaged in any transaction during the past 60 days involving ordinary shares of the Issuer.

(d) None.

(e) Not applicable.

Item 6 of the Schedule 13D is amended and supplemented by inserting the following:

Item 4 above summarizes certain provisions of the Merger Documents and is incorporated herein by reference. A copy of each of the Merger Documents is attached as an exhibit to this Schedule 13D, and each is incorporated herein by reference.

Except as set forth herein, none of the Reporting Persons or Related Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

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After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

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After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

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After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

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After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

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After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

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After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

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After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

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After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

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After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

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After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

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After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

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After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

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After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

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After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

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After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

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After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

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After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

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After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

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After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

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After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

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After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

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After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

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After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

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After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

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After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

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