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Yestar Healthcare Holdings Company Limited – Scheme - Results and Update

NOTICE OF RESULTS OF THE SCHEME MEETING IN THE GRAND COURT OF THE CAYMAN ISLANDS FINANCIAL SERVICES DIVISION CAUSE NO. FSD 0391 OF 2023 (JAJ) IN THE MATTER OF SECTION 86 OF THE COMPANIES ACT (2023 REVISION) AND IN THE MATTER OF YESTAR HEALTHCARE HOLDINGS COMPANY LIMITED (巨星醫療控股有限公司) AND APPOINTMENT OF SUCCESSOR RSA AGENT

20 FEBRUARY 2024


Full announcement including disclaimers and offer restrictions available via Source: Hong Kong Exchange and Clearing Company Ltd


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"RESULTS OF THE SCHEME MEETING


The Company is pleased to announce that at the Scheme Meeting convened and held at the office of Dechert at 31/F Jardine House, One Connaught Place, Central, Hong Kong, which commenced at 8: 02 p.m. Hong Kong time on 19 February 2024, the equivalent time being 7: 02 a.m. Cayman Islands time on 19 February 2024, a total of 124 Scheme Creditors holding Voting Claims in the aggregate amount of US$202,362,237 participated in the Scheme Meeting with 124 Scheme Creditors holding Voting Claims in the aggregate amount of US$202,362,237 voting in favour of the Scheme (being a majority in number of the Scheme Creditors attending and voting at the Scheme Meeting either in person or by proxy and representing 100% of the total value of the Scheme Creditors attending and voting). As such, the Scheme has been approved by the requisite majorities of the Scheme Creditors. The Scheme will be subject to subsequent approval and sanction of the Court. The Company wishes to announce that it will seek the sanction of the Scheme by the Court at a hearing listed to take place at 10: 00 a.m. Cayman Islands time on 28 February 2024, the equivalent being 11: 00 p.m. Hong Kong time on 28 February 2024 (the ‘‘Scheme Sanction Hearing’’). Any Scheme Creditor is entitled (but not obliged) to attend the Scheme Sanction Hearing, through legal counsel, to support or oppose the sanction of the Scheme and should notify the Company and its advisors in advance if it intends to do so.


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"APPOINTMENT OF SUCCESSOR RSA AGENT


The Company also wishes to inform the Scheme Creditors that Serica Agency Limited has been appointed as RSA Agent with effect from 14 February 2024."


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AMENDED EXPLANATORY STATEMENT IN RELATION TO THE SCHEME OF ARRANGEMENT IN THE GRAND COURT OF THE CAYMAN ISLANDS FINANCIAL SERVICES DIVISION CAUSE NO. FSD 0391 OF 2023 (JAJ) IN THE MATTER OF SECTION 86 OF THE COMPANIES ACT (2023 REVISION) AND IN THE MATTER OF YESTAR HEALTHCARE HOLDINGS COMPANY LIMITED (巨星醫療控股有限公司)

08 FEBRUARY 2024


Full announcement including disclaimers and offer restrictions available via Source: Hong Kong Exchange and Clearing Company Ltd


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Reference is made to the announcement dated 6 December 2023 relating to the Company’s Scheme in respect of the US$197,864,523 9.5% senior notes due 2026 issued by the Company (the ‘‘Notes’’), and the announcement dated 24 January 2024 relating to the convening of a meeting of Scheme Creditors to be held on 19 February 2024 (the ‘‘Scheme Meeting’’). Reference is also made to the explanatory statement relating to the Scheme made available on the Transaction Website on 24 January 2024 (the ‘‘Original Explanatory Statement’’). The Company has today issued an amended Explanatory Statement in connection with the Scheme (the ‘‘Amended Explanatory Statement’’).


Capitalised terms used but not otherwise defined herein shall have the meaning given to them in the Amended Explanatory Statement, which is available via the Transaction Website at (https://projects.morrowsodali.com/yestar).


Following further feedback from the Noteholder Committee, the Company has today informed the Scheme Creditors, by the Amended Explanatory Statement, that it has amended the Scheme, General Deed of Release, Deed of Release (Trustee) and Deed of Release (Existing Security) (collectively, the ‘‘Scheme Documents’’). The amendments are solely clarificatory in nature and do not change the economic terms of the compromise to be agreed with the Scheme Creditors.


The amended Scheme Documents are set out in the Amended Explanatory Statement.


Full details of the above amendments to the Original Explanatory Statement are shown in a redline comparison document which compares the Original Explanatory Statement and the Amended Explanatory Statement (including the Scheme Documents) and is also available via the Transaction Website at (https://projects.morrowsodali.com/yestar).


The Company also wishes to inform the Scheme Creditors that Madison Pacific Trust Limited, the original RSA Agent (‘‘Original RSA Agent’’), has tendered its notice of resignation. Pursuant to Schedule 7 (The RSA Agent) of the RSA, Serica Agency Limited will be appointed as the successor RSA Agent (the ‘‘Successor RSA Agent’’)."


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Yestar Healthcare Holdings Company Limited (Incorporated in the Cayman Islands with limited liability) (Stock Code: 2393) 巨星醫療控股有限公司 NOTICE OF SCHEME MEETING IN THE GRAND COURT OF THE CAYMAN ISLANDS FINANCIAL SERVICES DIVISION CAUSE NO. FSD 0391 OF 2023 (JAJ) IN THE MATTER OF SECTION 86 OF THE COMPANIES ACT (2023 REVISION) AND IN THE MATTER OF YESTAR HEALTHCARE HOLDINGS COMPANY LIMITED (巨星醫療控股有限公司)

24 JANUARY 2024


Full announcement including disclaimers and offer restrictions available via Source: Hong Kong Exchange and Clearing Company Ltd


NOTICE IS HEREBY GIVEN that, by an order made on 19 January 2024 (the ‘‘Scheme Convening Order’’), the Grand Court of the Cayman Islands (the ‘‘Cayman Court’’) has directed that a meeting of Scheme Creditors (the ‘‘Scheme Meeting’’) be convened for the purpose of considering and, if thought fit, approving the Scheme (with or without modification, addition or condition approved or imposed by the Cayman Court).

The Scheme Meeting will be held at the offices of Dechert at 31/F Jardine House, One Connaught Place, Central, Hong Kong (‘‘Dechert HK Office’’), at 8 : 00 p.m. Hong Kong time on 19 February 2024, the equivalent being 7: 00 a.m. Cayman Islands time on 19 February 2024 with a live video conference linked to the offices of Harney Westwood & Riegels at 3rd Floor, Harbour Place, 103 South Church Street, Grand Cayman PO Box 10240, KY1-1002 Cayman Islands (‘‘Harneys Cayman Office’’). The Scheme Meeting is subject to any adjournment as may be appropriate (in which case any changes in arrangements relating to the Scheme Meeting shall be communicated to Scheme Creditors in advance of the Scheme Meeting on the Transaction Website, by way of notice through the Clearing Systems, and by email to Scheme Creditors whom the Information Agent and/or the Company has valid contact details).


Scheme Creditors will be able to attend the Scheme Meeting either in person, by a duly authorised representative (if a corporation) or by proxy provided that an Account Holder Letter or Blocked Scheme Creditor Voting Form (as applicable) has been validly submitted in relation to their Scheme Claims. As Scheme Creditors will be able to attend in person at either the Dechert HK Office or the Harneys Cayman Office to view the live video conference of the Scheme Meeting; therefore, references to attending and voting at the Scheme Meeting in person in this Notice should, as appropriate, be read as including attending at either the Dechert HK Office or the live video conference at the Harneys Cayman Office.


Scheme Creditors do not have to personally attend the Scheme Meeting in order to express their vote, provided that they validly complete and submit their Account Holder Letter or Blocked Scheme Creditor Voting Form (as applicable) by the relevant deadlines, and appoint the Chairperson as their proxy, or a proxy other than the Chairperson (who attends the Scheme Meeting on their behalf) for the purposes of expressing their vote."


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"For further information, please contact the Information Agent or the Company, in each case, using the contact details below:


Scheme Creditors (who are not Blocked Scheme Creditors) may contact:


Morrow Sodali Limited Address:

In Hong Kong: 29/F, No. 28 Stanley Street, Central, Hong Kong

In London: 103 Wigmore Street, W1U 1QS, London, United Kingdom Phone: Hong Kong: +852 2319 4130/London: +44 20 4513 6933 Transaction Website (document posting website): https://projects.morrowsodali.com/yestar Scheme AHL Portal (for submission of the Account Holder Letter): https://portal.morrowsodali.com/yestarAHL Email: yestar@investor.morrowsodali.com


Blocked Scheme Creditors may contact:

Yestar Healthcare Holdings Company Limited Address: Suite 2105, 21/F Central Plaza, 18 Harbour Road, Hong Kong Phone: +852 34228938 Email: bond@yesstarnet.com.cn"


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YESTAR HEALTHCARE HOLDINGS COMPANY LIMITED - US$197,864,523 9.5% SENIOR NOTES DUE 2026 PROPOSED OFFSHORE DEBT RESTRUCTURING - XS2407822274

07 DECEMBER 2023


Full announcement, including disclaimers and offer/distribution restrictions, available via SGX Group



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