Issue of new shares for subscription under specific mandate and proposed re-election of a director and notice of extraordinary general meeting

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in TATA Health International Holdings Limited, you should at once hand this circular to the purchaser or to the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

This circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of TATA Health International Holdings Limited.

TATA Health International Holdings Limited

TATA 健 康 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1255)

ISSUE OF NEW SHARES FOR SUBSCRIPTION

UNDER SPECIFIC MANDATE

AND

PROPOSED RE-ELECTION OF A DIRECTOR

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A letter from the Board is set out on pages 4 to 24 of this circular.

A notice convening the extraordinary general meeting (the ''EGM'') to be held at Conference room, 5th floor, Shangying Building, No. 8, Xuhong Middle Road, Xuhui District, Shanghai, the People's Republic of China at 11 : 00am on Thursday, 13 May 2021 is set out on pages 27 to 31 of this circular. Whether or not you intend to attend the EGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the EGM (i.e. at or before 11 : 00 am on 11 May 2021 (Hong Kong time) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

All times and dates specified herein refer to Hong Kong local times and dates.

28 April 2021

CONTENTS

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

APPENDIX - DETAILS OF THE DIRECTOR PROPOSED

TO BE RE-ELECTED AT THE EGM . . . . . . . . . . . . . . . . . . . . . . . . . 25 NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

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DEFINITIONS

In this circular and the appendices to it, unless the context otherwise requires, the following expressions shall have the following meanings:

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DEFINITIONS

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DEFINITIONS

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LETTER FROM THE BOARD

TATA Health International Holdings Limited

TATA 健 康 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1255)

ISSUE OF NEW SHARES FOR SUBSCRIPTION

UNDER SPECIFIC MANDATE

AND

PROPOSED RE-ELECTION OF A DIRECTOR

1. INTRODUCTION

Reference is made to the Announcement whereby the Board announced that on 25 March 2021 (after trading hours), the Company entered into five Subscription Agreements with five Subscribers, pursuant to which the Subscribers have conditionally agreed to subscribe for and the Company has conditionally agreed to allot and issue an aggregate of 28,845,000 new Shares at the Subscription Price of HK$2.60 per Subscription Share to the Subscribers.

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LETTER FROM THE BOARD

The Company will seek a Specific Mandate from the Shareholders at the EGM for the allotment and issue of the Subscription Shares to the respective Subscribers pursuant to the relevant Subscription Agreement. An EGM will be convened by the Company for the Shareholders to consider and, if thought fit, to approve the Specific Mandate, each of the Subscription Agreements and the transactions contemplated thereunder.

The purpose of this circular is to provide you with, among other things, (i) further details of the Subscription; (ii) information in respect of the re-election of the retiring Director; and (iii) a notice convening the EGM.

1. THE SUBSCRIPTION AGREEMENTS

On 25 March 2021 (after trading hours), the Company entered into five Subscription Agreements with five Subscribers, for the conditional subscription of new Subscription Shares on and subject to the terms and conditions of each of the Subscription Agreements. The principal terms of each Subscription Agreement are substantially the same. Set out below are the key terms of the Subscription Agreements.

Date

25 March 2021 (after trading hours)

Fly Smart Limited is ultimately owned by PENG Yan. Crystal Cosmic Limited is as to 66%, 16.5%, 16.5%, 0.6% and 0.4%, ultimately owned by CHEN Lei, CAI Mingpao, LI Yang, LIU Yang and DONG Zimeng, respectively.

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

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LETTER FROM THE BOARD

Note:

1. This assumes that there will not be any changes in the issued share capital of the Company save for the allotment and issue of the Subscription Shares.

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

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

Conditions precedent to and completion of the Subscription

Completion of the Subscription under each Subscription Agreement is conditional upon fulfillment of the following conditions:

1. the granting of approval by the Stock Exchange for the listing of, and the permission to deal in, the Subscription Shares;
2. neither the Stock Exchange nor the SFC having expressed that it will raise any objection against the listing status of the Shares due to the transactions contemplated under the Subscription Agreement or any reasons in connection with such transactions;

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LETTER FROM THE BOARD

1. the passing of a resolution of the Company's shareholders approving the transactions contemplated under the Subscription Agreement and granting a specific mandate to the Directors of the Company to allot and issue the Subscription Shares; and
2. all consents, authorisations, waivers, qualifications and approvals required (if any) of the governmental authorities or any third parties in connection with the Subscriber's and Company's execution, delivery or performance of the Subscription Agreement having been obtained and such consents and approvals have not been revoked.

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

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

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

Restrictions on disposals of Subscription Shares by the Subscribers

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

Ranking of the Subscription Shares

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

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LETTER FROM THE BOARD

Subscription Price

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

1. a discount of approximately 27.7% to the closing price of HK$3.600 per Share as quoted on the Stock Exchange on the Last Trading Day;
2. a discount of approximately 31.29% to the average closing price of approximately HK$3.784 per Share as quoted on the Stock Exchange for the last five consecutive trading days up to and including the Last Trading Day;
3. a discount of approximately 32.2% to the average closing price of approximately HK$3.835 per Share as quoted on the Stock Exchange for the last 10 consecutive trading days up to and including the Last Trading Day;
4. a discount of approximately 11.1% to the average closing price of approximately HK$2.926 per Share as quoted on the Stock Exchange for the last 30 consecutive trading days up to and including the Last Trading Day;
5. a discount of approximately 6.5% to the average closing price of approximately HK$2.78 per Share as quoted on the Stock Exchange for the last 60 consecutive trading days up to and including the Last Trading Day; and
6. a discount of approximately 6.1% to the average closing price of approximately HK$2.77 per Share as quoted on the Stock Exchange for the last 90 consecutive trading days up to and including the Last Trading Day.

The Subscription Price was arrived at after arm's length negotiations between the Company and the Subscribers with reference to the recent market prices of the Shares over a period of time and current market conditions. In particular, parties used the average closing price of approximately HK$2.926 per Share as quoted on the Stock Exchange for the last 30 consecutive trading days up to and including the Last Trading Day as a reference price for negotiation. In the 12-month period preceding the Last Trading Day, the highest closing price of the Shares was HK$4.45 and the lowest closing price was HK$1.01, indicating a relatively significant price fluctuation. Therefore, an appropriate reference price for negotiation should be based on a reasonably expansive time period. This is further substantiated by the relatively consistent levels of discounts when the Subscription Price is compared with the 60-day and 90-day average closing prices respectively. Therefore, the Directors consider the 30-day average closing price to be a reasonable and fair reference price for negotiation and the discount represented by the Subscription Price is not a significant one based on such reference price. The Board does not consider that the discount to the Last Trading

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LETTER FROM THE BOARD

Day or the last five consecutive trading days up to and including the Last Trading Day is the only or indeed the relevant reference price for negotiation. Based on the above, the Board considers that the Subscription Price is fair and reasonable and in the interests of the Company and its shareholders as a whole.

Taking into account the expenses of the Subscription in the amount of approximately HK$500,000.00, the net price to the Company of each Subscription Share is approximately HK$2.583 per Subscription Share.

III. CHANGES TO THE SHAREHOLDING AS A RESULT OF THE SUBSCRIPTION

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

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

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LETTER FROM THE BOARD

IV. REASONS FOR THE SUBSCRIPTION AND USE OF PROCEEDS

Reasons for and Benefits of the Subscription

The Directors consider that the Subscription represents an opportunity to raise funding for the business development of the Group and will strengthen the Group's financial position. The Company has considered alternative fund raising methods. In particular, the Company considered applying for new bank loans by pledging the assets of the footwear segment in order to alleviate the uncertainty around the Company's ability to continue as a going concern. However, the Company's current financial position made it difficult for the Company to apply for new bank loans, as the Company's current gearing ratio was very high due to various impairments as well as allowance for inventories and the Company's recent loss-making results were aggravated by the economic shock caused by COVID-19. In light of these circumstances, the Company started concurrently to seek equity investors and managed to secure the investments from the Subscribers. As a result, the Company decided not to proceed with application for new bank loans. As the Company's existing footwear business is suffering severely from the general downturn in the Hong Kong retail industry due to COVID-19, the Company aims to sustain the existing footwear while looking to diversify and grow its healthcare retail and online hospital sectors. Given the Company's credentials as the first internet hospital operator that was granted an operating licence in Shanghai and the successful launch of its cross-border health supplement e-commerce platform Zebra, the Subscribers are particularly drawn to the Company's proven experience in the retail industry and the competitive strengths in the upcoming online healthcare sector. The Subscribers are high-net-worth individuals who intend to be passive financial investors in the Company and reap longer-term return on their investments based on their view regarding the recent trading price of the Shares and the Company's growth prospects. Further, the Subscription involves each Subscriber subscribing directly for the Subscription Shares, hence is subject to the disclosure requirements prescribed by the Listing Rules, allowing investors to have better transparency in respect of the Subscription.

Whilst the Company does not have an imminent funding need, as disclosed in the Company's annual results announcement dated on 31 March 2021, the auditor has issued an unmodified opinion with a material uncertainty related to going concern section in the independent auditor's report on the audit of the consolidated financial statements of the Group for the year ended 31 December 2020. The Subscription is therefore necessary and critical for the purposes of improving the liquidity and financial position of the Group. The Directors consider that after taking into account the Subscription, the Group will have sufficient working capital to satisfy its present requirements for at least twelve months from the date of the approval of the consolidated financial statements ended 31 December 2020. Although the Company has no funding needs to satisfy any debt obligation the principal of which is imminently due and payable and intends to apply a majority of the proceeds from the Subscription towards expanding its business operations, the Subscription will ensure the sustainable operation and future strategic development of the Company. In light of

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LETTER FROM THE BOARD

the reasons above and based on the Company's arm's length negotiations with each Subscriber, the Directors consider that the Subscription Price is fair and reasonable and is in the interests of the Company and the Shareholders as a whole.

Use of Proceeds

The gross proceeds from the Subscription will be HK$74,997,000.00. The net proceeds, after deduction of all relevant expenses (including but not limited to legal expenses and disbursements) incidental to the Subscription of approximately HK$500,000.00, are estimated to be approximately HK$74,497,000.00, representing a net issue price of approximately HK$2.583 per Subscription Share. The Company intends to use the net proceeds in the follow manner:

1. 25% will be applied to replenishing the Company's working capital, for payment of items such as salaries, administrative expenses and fees charged by various professional parties, for the next 18 months;
2. 15% will be applied to improving its one-stop-shop Internet hospital platform, which will be mainly utilized in the areas of customer service support, user acquisition, product improvement and development, which is scheduled to take place in the next 12 months;
3. 30% will be applied to the Australian health supplement sector, strengthening the supply chain, developing and introducing new products, and developing the online platform of the Company's subsidiary, Sixth Avenue Plus Co., Ltd (''SAP''), Zebra, in the next 12 months; and
4. 30% will be spent in seeking new business development opportunities and acquisition targets in the healthcare industry, identifying high-growth investment targets that are in line with the Company's strategy and enhance the Company's value, which will be carried out in the next 12 months.

The Company has been in the process of identifying suitable areas of investment and is in contact with a number of potential targets for acquisition, all of which belong to the healthcare industry. However, none of those discussions has reached a stage of agreeing on any substantive terms as of the date of this letter. Save as disclosed herein, the Company (i) has not entered into any agreement, arrangement, understanding or negotiation about any acquisitions of assets or business or (ii) has no asset or business injections agreed or under negotiation.

Given the Completion of the Subscription under each of the Subscription Agreements is not inter-conditional with each other, it is theoretically possible that the net proceeds from the Subscription will fall below HK$74,497,000 if the Subscription only proceeds partially. In this case, the Company will prioritise replenishing its working capital and allocating funds to its existing business needs over new business

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LETTER FROM THE BOARD

development plans. As to any shortfall, depending on changes in market conditions, the Company will then further explore alternative fund raising methods at appropriate times.

Descriptions of the Healthcare Business and Online Medical Services Business

In respect of its healthcare and online medical services businesses, the Company has the following plans:

(i) Healthcare Business

SAP will continue to build a competitive brand supply chain and management model and to introduce new high-quality health supplements to its customers. It works to ensure the stability of supply and its price competitiveness in order for the Australian natural health supplements to gain Chinese consumers' favor. Zebra (accessible at www.zebra-go.com),SAP's e-platform, will continue to develop more sales channels, especially those to small and medium B2C e-commerce platforms in China, which demand supplies of quality Australian health supplement products with good, convenient and fast customer services. Furthermore, Zebra will further develop its one-stop services and integrate Chinese consumers who shop on overseas website (海淘) and purchasing agents (代購) in Australia so that the ultimate customers will be supplied with quality Australian products at cheaper prices.

Overview

Since 2018, the healthcare business of SAP has focused on development of supply chain with Australian brand companies in Australia, provide one-stop services (drop shipping, good, easy, and convenience), and quality, Australian nature, variety and 100% brand products with less costs to small to medium business customers who engage in trading of Australian nature's healthcare products.

Zebra platform, as the online sales platform of SAP, is mainly focused on developing close sales networks with Chinese small to medium cross-borderingE-platform, Chinese consumers who shop on overseas website (海淘) and purchasing agents (代購) by providing drop shipping (一件代發)1 services and branded a variety of Australian healthcare products, babies and pregnancy products with lower costs.

1 Drop shipping services obviate the need for smaller online stores to keep the products it sells in stock. When an online store sells a product using the drop shipping model, it purchases the item from a third party (in this case, SAP) and has it shipped directly to its customer.

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LETTER FROM THE BOARD

Business and cross-border distribution model

SAP is a wholesale supplier of Australian healthcare products, which leverages on its economy of scale and proximity to the source of supply, empowered by digital technology. SAP derives its revenue from the price differentials between the prices of products that SAP sells to its customers and the prices of supplies that SAP sources primarily in Australia. SAP's scale of order volume, its strong local Australian network, long and stable relationship with its suppliers and its access to the Chinese market allow it to obtain supplies at favourable prices, with discounts ranging approximately from 10-30% compared to market retail prices. As the principal business model of SAP, SAP aims to build a one-stop ultimate supplier of the international healthcare, skincare, maternality and personal care distribution platform to our customers. Our customers are mainly small and medium-sized online store operators, Chinese consumers who shop online for overseas goods (海淘) and overseas purchasing agents (代購). We offer our customers a preferential membership price. Our customers are no longer required to identify different product sources, test the authenticity of products, compare prices and haggle. SAP attracts a strong customer base by offering the one-stop services with following key value-added features.

Direct Delivery: SAP delivers products directly to the end-customers, namely, those customers of the online store operators, obviating the need of online store operators to make trips between major pharmacies, allocate funding for inventories and do packaging for delivery. For bulk direct mail in bonded zone, SAP can meet the exact needs of customers for multiple products in one single bulk order and mail directly to bonded zone, leveraging on the Company's reliable source of supply and wide range of SKUs (Stock Keeping Units). It allows customers to place order for products in one go and enjoy prompt delivery.

Authenticity assurance: All products of SAP are centrally procured by SAP's headquarter in Australia, ensuring quality and authenticity.

Intuitive inventory management platform: The inventory levels for all products are available real-time, ensuring orders are immediately placed based on available inventories. Should there be no inventory, users can register themselves on waiting lists and the users will be notified once the inventory is replenished. Customers are no longer required to confirm the status of inventory over and over again.

Synchronization of order from Taobao and JD stores: customer orders received by our customers from users on Taobao, Tmall and JD.com can be synchronized on SAP's platform, which may deliver those orders on behalf of our customers. This greatly reduces the pressure on inventory and funding required of our customers and saves the costs for packaging and delivery.

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One-click shop opening: the information package prepared by SAP for its customers allows online store operators to open shops on Taobao, Tmall, JD.com, Suning, Yihaodian, etc. with one click by sharing all product pictures and detailed product designs provided by SAP.

Simple way for newbies: the distribution platform of SAP can train online store operators who had little prior experience in overseas online shopping, as product selection, sourcing supplies and delivery are all handled by SAP. Online store operators only need to handle marketing and customer services.

Core strengths

With the advantage of direct sourcing in Australia, SAP's product offerings are much more diversified than competitors. Compared to product offerings from other distributors or wholesale suppliers, which are relatively limited to one country or one category, price advantage is obvious.

SAP provides a one-stop distribution and wholesale platform with systematic management, multi-level distribution price, a clear and simple order-placing and delivery process, and professional CRM (Customer Relationship Management) interface. Compared to other distributors or wholesale suppliers employing manual management, resulting in the inability to conduct large-scale promotion and sales, SAP commands a significant advantage.

SAP adopts a clear marketing and sales strategy: no minimum entry requirement, no need to compare price, keep inventory or deal with packaging. This is a one-click service for customers.

Relationship with major suppliers and customers, pricing mechanism and bargaining power

SAP has maintained long-term and stable relationship with suppliers, and also has a stable corporate clientele.

The major suppliers of SAP include Blackmores Limited (Blackmores), Swisse Wellness Pty Ltd (Swisse), JBX Pty Ltd (Bio Island), Orchard Manufacturing Co Pty Ltd (Nu-Lax) and The A2 Milk Company Limited (A2 Formula).

The major customers of SAP are corporate customers. It has also a stable online end-users clientele as well as purchasing agency customers principally from the Zebra platform and Taobao flagship stores, etc. Currently, major customers include HQG Limited (考拉海購), Xiamen Lifetime Information Technology Co., Ltd (辣媽計劃) and Hangzhou Yangtuo Network Technology Co., Ltd. (海拍客).

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LETTER FROM THE BOARD

(ii) Online Medical Services Business

Overview

Our on-line medical services segment will continue to focus on building a one-stop internet hospital platform that is driven by big data in the healthcare industry and can deliver an integrated suite of services. With the support from local governments, the Group continues to strengthen its strategic cooperation with third parties, such as major hospitals affiliated to universities in Shanghai, financial institutions and pharmaceutical companies, in order to accelerate the development of its online medical services business in the PRC. In addition, our on-line medical services will strengthen its customer service support and attract more users. It will continue to develop new products and improve existing products and services, such as full-course service etc.

Business Profile and Development Milestones

The Company has acquired the entire equity interests in Shangying Internet Medical (Shanghai) Co. Limited* (商贏互聯網醫療（上海）有限公司) in June 2019 and obtained the first internet medical licence in Shanghai. On 18 May 2020, through the establishment of Shanghai Tongzhou Gongji Internet Hospital (上海同舟共濟互聯網醫院), the Company became the second internet hospital (type 3) with an internet medical license, which is also the first comprehensive internet hospital (type 3) in Shanghai.

Our internet hospital has an all-rounded department setting, ranging from general medicine, internal medicine, surgical, obstetrics and gynecology, pediatrics, oncology, ophthalmology, otolaryngology, stomatology, dermatology, rehabilitation, pain, clinical psychology and other specialties. Among them, a number of influential specialties in Shanghai, such as cardiovascular medicine, geriatric medicine, traditional Chinese medicine and gastroenterology, are also included. We offer a series of online community medical services to the public, which allows online registration, intelligent triage, online consultation, online dispensing and mobile payment.

. At the beginning of its establishment in November 2018, Shangying Internet Medical (Shanghai) Co. Limited signed a cooperation agreement with Obstetrics & Gynecology Hospital of Fudan University (Top 3 specialty hospital in Shanghai), a national top obstetrics and gynecology hospital.

. On 27 May 2019, Shanghai Shangying Internet Hospital (上海商贏 互聯網醫院) has formally been granted for a medical organization operating license and became the first officially licensed internet hospital in Shanghai.

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. In June 2019, a strategic cooperation agreement was entered into with Shanghai Pharmaceuticals and HCDL in respect of in-depth cooperation in aspects such as drug delivery and optimized distribution, online and offline e-prescription, regional health big data, as well as smart medical solutions.

. From August 2019, strategic agreements have been entered into with financial institutions and insurers, including but not limited to ICBC, CITIC Bank and Huaxia Online.

. In September 2019, the first full-course management platform was officially launched. It provides an integrated management interface for patients before, during and after the diagnosis.

. In January 2020, the ''Novel Coronavirus Workshop'' (新冠工作 室), an urgently established fever consultation platform (發熱諮詢 平台) in Shanghai, was launched. In March, the ''Global Anti-Coronavirus Platform'' was launched, servicing over 600,000 people during the period.

. On 28 April 2020, Shanghai Tongzhou Gongji Internet Hospital has been granted a medical organization operating license for comprehensive internet hospital (type 3).

. In September 2020, a service platform for diagnosis and treatment of elderly cognitive impairment was built in Shanghai, and was awarded as the 2020 National Science Popularization Day Outstanding Activity (2020年全國科普日優秀活動).

. In December 2020, the children's rare disease diagnosis and treatment service platform in Yangtze River Delta was established.

Capital Requirement, Funding Plan and Expected Timetable

Part of the funds raised will be mainly used to improve its one-stop internet hospital platform. The platform will focus on customer services support, user acquisition as well as product improvement and development aspects. The Company plans to allocate RMB12 million, which will be gradually deployed from June 2021 to June 2022.

Business Model and Scope of Services

The business model of this segment is based on the cooperation with leading hospitals and departments in Shanghai to form an effective Internet medical system and services and provide online medical services to Shanghai and the surrounding areas. It includes an array of services such as medical consultation, online consultation, online dispensing, offline pharmacy and regional medical association, forming a complementary eco-system.

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The six areas of the Company's online medical services business comprise the following:

1. Medical services: doctors and the online hospital (namely, the Company) share the online consultation income in the ratio of 70%/30%. The doctors practicing at our online hospital come from the hospitals with which the Company have entered into collaboration arrangements. Such hospitals give approval to their doctors to practise at our online hospital as a second practice premises.
2. Pharmaceutical products: multi-channel direct distribution and supply system of pharmaceuticals, which satisfies the O2O distribution business and DTP pharmaceutical services. Our platform also sells pharmaceuticals independently.
3. Health management: annual membership fees for health management services charged under a social club membership system.
4. E-commerce:New media E-commerce creates sales revenue from self-owned products and products from other sales channels.
5. Insurance: The source of revenue includes commission from insurance sales, handling claims, settlement services of medical expenses, etc. The Company also charges customers of insurers for health management services. The Company assists insurance companies in providing medical services to insured patients and improves the entire service process to achieve cost control. At the same time, the Company provides corresponding health management services for all holders of insurance policy in order to reduce the rate of claims.
6. Innovation: Revenue from the entire treatment by providing DGCP (Diagnose Grouping Care Path) medical services for individual/corporate users, revenue from CDSS (Clinical Decision Support System) licensing, revenue from multi-channel network marketing, IP marketing and website traffic distribution.

Industry overview, competitive landscape and regulatory environment

Since the beginning of 2014, the internet medical industry has been propelled by prominent policy statements and rapid industry progress. The industry saw a gradual increase in the number of Internet medical enterprises, and an ecosystem has been formed along with the gradual improvement of the medical resource value chain. The five business segments, namely, online consultation, online registration, Internet hospital, clinical services and pharmaceutical e-commerce, have emerged.

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Online diagnosis and treatment related services have always been the focus of various internet medical businesses. Policies have recalibrated the focus of Internet hospital business to the follow-up consultation of chronic diseases. With the accelerated implementation of policies on internet medical services and medical insurance payment, this particular area may become a breakthrough point in the industry in the short-to-medium term. At the beginning of 2020, with the control of COVID-19 being an catalyst, the implementation of policies further accelerated. In particular, medical insurance payment and online consultation will clearly receive policy support again. At the same time, the industry is anticipating a turning point in light of breakthroughs in user education and the rapid user adoption of online medical services.

In the Chinese internet pharmaceutical industry, there are three main forces: The first category is represented by well-known traditional hospitals. The second category is the internet pharmaceutical enterprises backed by large internet companies. The third category is the start-up enterprises which have been cultivating in this area for years and are prepared to ride on the wave of industry transformation.

In relation to the competitive landscape among the top players, there emerged a first group of fairly competitive internet operators. In 2019, ''JD Health'' commanded the top position in the industry, where JD E-commerce has claimed a valuation of US$7.1 billion, claiming the top spot of the industry. The runners-up are We Doctor and Haodf.com, with the valuations of US$5.5 billion and US$1.538 billion, respectively, ranking the second and the third respectively.

In addition, in the sub-segment of the internet medical segment, pharmaceutical e-commerce has become one of the most popular areas. As at the end of 2020, there were 992 online pharmaceutical product trading licenses issued nationwide, and the online pharmaceutical product trading services have become increasingly mature. The number of B2C pharmaceutical e-commerce users has exceeded ten million. The internet pharmaceutical product trading scene is led by JD Health, followed by Alibaba and 111.com, with the revenue from each of the internet pharmaceutical e-commerce B2C businesses reaching RMB7.6 billion, RMB7.2 billion and RMB3.2 billion respectively, in 2020.

In terms of geography, the Yangtze River Delta is one of the most concentrated areas for internet pharmaceutical product trading service enterprises. The COVID-19 pandemic has strengthened the habits of internet users of using pharmaceutical e-commerce, with the revenue of B2C pharmaceutical e-commerce transactions exceeding RMB180 billion, representing a year-on-year increase of over 80%, The number of monthly active users reached 7.8 million. From the national perspective, Shanghai has a high concentration and good supply of high-ranking medical institutions

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LETTER FROM THE BOARD

and high-quality medical professionals. The city's level of digitization of healthcare services is also relatively high, which provides a solid foundation for the development of internet medical services. Secondly, from the perspective of Shanghai's positioning as a city, Shanghai is in an important period of establishing itself as a centre of healthcare services in Asia, and internet medical is an essential component for building that reputation.

The online hospital business is regulated by the Administrative Measures Regulating Online Hospitals promulgated by the Shanghai Hygiene and Health Commission, which stipulates the relevant requirements regarding the scope of services, regulatory jurisdiction, licensing procedures, information security, internal control, control of pharmaceutical products etc.

Competitive Advantages

1. Two licenses of internet hospital licences covering both specialist clinics and comprehensive medical services and collaborations with well-known hospitals

Shanghai Shangying Internet Hospital and Shanghai Tongzhou Gongji Internet Hospital have both been granted the medical institution establishment permit. Shangying is the only internet hospital in Shanghai that possesses the type 2 and type 3 operating rights of integrated hospital at the same time.

The Company is collaborating with the Obstetrics & Gynaecology Hospital of Fudan University (known by its trading name Red House (紅房 子)) on the internet hospital license of speciality medicine. The Company is collaborating with the medical internet project of Shanghai Children's Medical Center affiliated with Shanghai Jiaotong University School of Medicine on specialty medicine. The Company is collaborating with Tongji Hospital affiliated with Tongji University have jointly established internet hospital operation to provide comprehensive medical services.

1. Team equipped with expertise and management experience

The team of Shangying Internet Medical is equipped with expertise and management experience. Medical professionals in the team do not only have clinical and management experience, but also operational experience from leading hospitals. Other members were recruited from the internet business sector and have background in operation management with some having joined from top internet medical enterprises.

In addition, to perfect the medical service capabilities and to address the last mile problem of dispensing pharmaceutical products, the Company has mainly focused on common diseases and OTC medicines. The Company has entered into strategic cooperation agreements with Sinopharm Holding,

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LETTER FROM THE BOARD

Shanghai Pharmaceutical Holding and the Haoyaoshi Pharmacy Chain. Patients are able to obtain medical treatment online and medicines are sold on O2O and B2C models. This has allowed users to buy medicines via different modes including ''online sales and collection at the store'', ''online order and delivery by the store'' and ''direct home delivery''.

1. Specialty medical services offered on the full-course treatment specialist platform

Through the online super internet hospital tool, the digital capabilities of hospitals are continuously improving. The full-service model involving AI

• CDSS greatly enhances the individual clinical service capabilities of doctors. Different product models are deployed to empower both the providers and user of medical services, alleviating the shortage of and uneven distribution of medical resources, improving the user experience of medical services.

1. Entry barrier advantages and geographical advantages

Shanghai is a city that has a high concentration of high-quality medical resources, creating high entry barriers for the internet medical players. The Company focuses on the local core medical resources in Shanghai and conducts in-depth and all-round collaboration with university-affiliated hospitals including Fudan University, Jiaotong University and Tongji University.

Hospitals affiliated with Fudan University, Jiaotong University and Tongji University account for the vast majority of hospital resources in Shanghai and are the epitomes of medical services in Shanghai and even for the whole country. Among the top 100 hospitals in China, there are 13 hospitals in Shanghai, of which 8 are from these three major groups of hospitals.

There are a total of 43 Class III Grade A hospitals in Shanghai. 4 out of the top 20 Class III Grade A hospitals in China are located in Shanghai, ranking the second in China. The Company has a large number of potential business partners in this area.

Roles and Responsibilities of Partners, Manpower, Capital and Outlook

The hospitals with which the Company has entered into collaboration arrangements benefit from the ability to provide opportunities to its doctors to practise at a second practice premises. The hospitals with which the Company is collaborating are public hospitals themselves, hence, are not-for-profit in nature. Under the specific licence that the Company holds, the Company's online hospitals are permitted to make profit from the medical services provided. Therefore, by collaborating with the Company, those public hospitals do not only provide their doctors with an

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LETTER FROM THE BOARD

additional practice premises for better remuneration in a legal and compliant manner, but also help further their objectives of providing the wider public with access to top-notch medical services.

Internet hospitals and pharmaceutical business innovate together in the areas of prescription circulation, online consultation by in-store users and online prescription of pharmaceutical products and medical devices. Internet pharmaceutical companies has their platforms connected to those of the pharmaceutical companies. The internet hospital platform provides users with diagnosis, treatment and prescriptions, and delivers information such as electronic prescription to the platform of pharmaceutical companies. The pharmaceutical companies will provide pharmaceutical dispensing services and technical pharmacist services.

The Company currently has 2 full-time online pharmacists and 4 part-time pharmacists in this segment. Benefiting from the support of national policies, some cities have allowed the initial consultation to be conducted online, which have made a breakthrough in internet hospitals' restricted scope limited to follow-up consultation. Next steps are to explore the pilot sales of prescription medicines online. On this basis, the Company plans to establish self-owned pharmacies for internet hospitals and to employ approximately 70 people, with an estimated total investment of RMB20 million.

Status of and Intention regarding the Footwear Business

In respect of its footwear business, the Company is committed to maintaining the sustainable operation of the business sector, as it remains a major contributor to the Company's revenue. This sector of the Company focuses on the wholesale and retail business of footwear in the local market of Hong Kong. It has been purchasing from C

• J Clark and has been the exclusive distributor of Clarks products in Hong Kong and Taiwan for more than 20 years. The Company will streamline its team structure and optimise sales and marketing expenses in accordance with the prudent fiscal and operational management practices appropriate to the economic cycles of the local Hong Kong market. In addition, the Company will review its operating structure and model on a timely basis and will consider adjustment of the operation model of the footwear business so as to optimize its sales and marketing expenses and reduce losses to sustain our footwear business. The Company's revenue from the footwear business segment for the year ended 31 December 2020 was approximately HK$128.7 million. As of the Latest Practicable Date, the Company had 31 outlets selling footwear (a decrease from 45 outlets in 2019) and the segment had 145 employees. If the circumstances allow, the Company intends to re-open previously closed outlets and make new recruits as and when the Hong Kong local economy recovers and visitors come back to the city. The Company does not currently have any intention nor has it entered into any agreement, arrangement, understanding or negotiation (concluded or otherwise) about any disposal, termination or scaling-down of the Company's existing footwear business.

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LETTER FROM THE BOARD

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

1. FUND RAISING ACTIVITIES OF THE COMPANY IN THE PAST 12 MONTHS

The Company has not undertaken any equity fund raising exercise in the 12 months immediately preceding the Latest Practicable Date.

VI. GENERAL

Information on the Group and the Subscribers

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

Subscriber I is a company incorporated in the British Virgin Islands with limited liability which is principally engaged in investment holding. Subscriber I's ultimate beneficial owner is mainly engaged in apparel business in the PRC.

Subscriber II is a company incorporated in the British Virgin Islands with limited liability which is principally engaged in investment holding. The ultimate beneficial owner of Subscriber II is Mr. CHEN Lei, who engages in coal mining, oil field exploitation, real estate development in as well as investment management since 2011 in Mainland China and Hong Kong.

Each of Subscriber III, Subscriber IV and Subscriber V is an individual investor.

Subscriber III is a merchant and operates one of the top timber trading companies in the PRC. She is mainly engaged in importing/exporting timber materials in and out of Africa, Oceania and South East Asia, mainly engaged in timber trade in the PRC.

Subscriber IV is a merchant, mainly engaged in steel trading and catering business in the PRC. Subscriber IV operates a chain of high end club houses called ''Ji Xiang Hui (吉祥會)'' which is headquartered in Hong Kong.

Subscriber V is a merchant, mainly engaged in biopharmaceuticals in the PRC and catering business in Hong Kong. Subscriber V has established a start-up company located in Shenzhen that engages in the development therapies for diabetes. Subscriber V also runs a chain of restaurants and clubs in Hong Kong named ''Chang An Taste''.

The Subscribers were introduced directly to the Company by Mr. Yang Jun, the chairman of the Company's board, through his connections made at Ji Xiang Hui.

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LETTER FROM THE BOARD

To the best knowledge, information and belief of the Directors, having made reasonable enquiries, each Subscriber and its ultimate beneficial owner(s), is independent of each other and has no relationship (business or otherwise) with each other. To the best knowledge, information and belief of the Directors having made all reasonable enquiries, each of the Subscribers and its ultimate beneficial owner(s) are third parties independent of the Company and its connected persons and they do not have business relationships or connection with the Company and its connected persons other than the Subscription.

VII. SHAREHOLDERS' APPROVAL AND IMPLICATIONS UNDER THE LISTING RULES

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

VIII. APPLICATION FOR LISTING

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

IX. EGM

The Company will convene the EGM at 11 : 00 am on Thursday, 13 May 2021 at Conference room, 5th floor, Shangying Building, No. 8, Xuhong Middle Road, Xuhui District, Shanghai to consider and, if thought fit, approve the grant of the Specific Mandate, the Subscription and the transactions contemplated thereunder. A notice of the EGM is set out on pages 27 to 31 of this circular.

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

A form of proxy for use at the EGM is also enclosed. If you are unable to attend the EGM in person, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon as soon as possible and, in any event no later than 48 hours before the time for the EGM (i.e. at or before 11 : 00 am on 11 May 2021 (Hong Kong time)) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

1. DISCLOSURE OF DIRECTORS' INTERESTS

None of the Director has a material interest in the Subscription Agreements and therefore no Director was required to abstain from voting on the Board resolutions approving the Subscription Agreements.

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LETTER FROM THE BOARD

XI. PROPOSED RE-ELECTION OF DIRECTOR

Pursuant to Article 112 of the Articles of Association of the Company, Mr. Lai Wenjing, who was appointed as an executive Director with effect from 30 June 2020, shall hold office until the first general meeting of the Company after his appointment, and is therefore subject to re-election at the EGM.

Pursuant to Rule 13.74 of the Listing Rules, a listed issuer shall disclose the details required under Rule 13.51(2) of the Listing Rules of any director(s) proposed to be re-elected or proposed new director in the notice or accompanying circular to its shareholders of the relevant general meeting, if such re-election or appointment is subject to shareholders' approval at that relevant general meeting. The requisite details of the above Director are set out in Appendix to this circular.

XII. RECOMMENDATION

The Directors (including the independent non-executive Directors) consider that the Subscription Agreements and the respective transaction contemplated thereunder are fair and reasonable and on normal commercial terms, and are in the interests of the Group and the Shareholders as a whole and accordingly recommend the Shareholders to vote in favour of the relevant resolutions in relation to each of the Subscription Agreements and the transactions contemplated thereunder and the grant of the Specific Mandate at the EGM.

The Directors also consider that the re-election of the Director is in the interests of the Company, the Group and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolution to be proposed at the EGM.

XIII. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material aspects and not misleading or deceptive, there are no other facts the omission of which would make any statement herein misleading.

Yours faithfully,

By order of the Board

TATA Health International Holdings Limited

Yang Jun

Chairman

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MR. LAI WENJING

Position and experience

Mr. Lai Wenjing (''Mr. Lai''), aged 43, has been appointed as an executive Director and the chief financial officer of the Company since 30 June 2020. Mr. Lai graduated from the University of London in the United Kingdom with a master's degree in accounting (Distinction). He is qualified as a certified public accountant under the Association of Chartered Certified Accountants (ACCA) and the Fellow of Chartered Certified Accountant (FCCA). Mr. Lai has 15 years of experience in advanced financial management, capital operations and investment and financing in both domestic and overseas multinational companies, focusing in the medical, retail e-commerce and resource industries. Mr. Lai is currently the vice president of Shang Ying Holdings Group Limited (''Shang Ying Holdings'', in which Mr. Yang Jun (the chairman of the Board, an executive Director and the controlling Shareholder) is the chairman and the controlling shareholder of Shang Ying Holdings) and has been in charge of its accounting and financial matters since September 2019. Prior to joining Shang Ying Holdings, he served as (i) a senior consultant of Deloitte Touche Tohmatsu and was engaged in auditing and tax consulting from April 2005 to April 2009; (ii) the chief financial officer of Hu An Cable Holdings Ltd. (a company listed on the Singapore Exchange, stock code: KI3) in Singapore from May 2009 to August 2010 and had assisted in the successful listing of the company; (iii) the general manager and chief financial officer of Mozambique National Construction and Maintenance Co., Ltd. in South Africa from September 2010 to September 2013; (iv) the chief financial officer of Shanghai Meihua Medical Investment Management Co., Ltd. from October 2013 to September 2014; and (v) an independent consulting partner of InterGest (China) Enterprise Management Consulting Co., Ltd. from October 2014 to December 2018.

Save as disclosed above, Mr. Lai has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Pursuant to the service agreement entered into between Mr. Lai and the Company, Mr. Lai's initial term of office is 3 years and renewable automatically for a successive term of 1 year, unless terminated by either party giving to the other not less than 3 months' prior notice in writing. He is also subject to retirement and re-election at annual general meeting of the Company in accordance with the Company's Articles of Association.

Relationships

Save as disclosed above, Mr. Lai did not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

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Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Lai was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the Securities and Future Ordinance (Chapter 571 of the Laws of Hong Kong).

Director's emoluments

Pursuant to the service agreement entered into between Mr. Lai and the Company, he is entitled to receive a Director's fee of HK$36,000 per month. Mr. Lai is also entitled to receive a monthly salary of approximately RMB66,666 under the service agreement entered into between the Company's subsidiary and Mr. Lai. Mr. Lai may also be entitled to other employee's benefits including a discretionary bonus as the Board and the Remuneration Committee may in its sole and absolute discretion determine. The above emolument of Mr. Lai is recommended by the Remuneration Committee and approved by the Board with reference to Mr. Lai's qualification, experience, level of responsibilities undertaken, prevailing market conditions and the Company's remuneration policy.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no other information of Mr. Lai to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Lai that need to be brought to the attention of the Shareholders.

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NOTICE OF EGM

TATA Health International Holdings Limited

TATA 健 康 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1255)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the ''EGM'') of TATA Health International Holdings Limited (the ''Company'') will be held at Conference room, 5th floor, Shangying Building, No. 8, Xuhong Middle Road, Xuhui District, Shanghai, the People's Republic of China at 11 : 00 am on Thursday, 13 May 2021 at for considering and, if though fit, passing, with or without amendments, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. ''THAT:

1. the subscription agreement (the ''Subscription Agreement I'') dated 25 March 2021 (a copy of which has been produced to the meeting marked ''A'' and signed by the chairman of the meeting for the purpose of identification) and entered into by the Company as issuer, Fly Smart Limited as subscriber and PENG Yan as warrantor in relation to the subscription of 3,846,000 new shares of the Company (the ''Subscription Shares I'') at the subscription price of HK$2.60 per share and the transactions contemplated thereby be and are hereby approved;
2. the directors of the Company be and are hereby granted a specific mandate to exercise all the powers of the Company to allot and issue the Subscription Shares I, subject to and in accordance with the terms and conditions set out in the Subscription Agreement I; and
3. any one director of the Company be and is hereby authorised to sign, execute, perfect and deliver all such documents and deeds, and do all acts, matters and things, as the case may be in his/her discretion consider desirable or expedient to give effect to the Subscription Agreement I and all the transactions contemplated thereunder (including the allotment and issue of the Subscription Shares I pursuant thereto) and to agree to such variation, amendment or waiver as are, in the opinion of such director of the Company, in the interest of the Company provided that such variation, amendment or waiver shall not be fundamentally different from the terms as provided in the Subscription Agreement I.''

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NOTICE OF EGM

1. ''THAT:
2. 1. the subscription agreement (the ''Subscription Agreement II'') dated 25 March 2021 (a copy of which has been produced to the meeting marked ''B'' and signed by the chairman of the meeting for the purpose of identification) and entered into by the Company as issuer and Crystal Cosmic Limited as subscriber in relation to the subscription of 11,538,000 new shares of the Company (the ''Subscription Shares II'') at the subscription price of HK$2.60 per share and the transactions contemplated thereby be and are hereby approved;
   2. the directors of the Company be and are hereby granted a specific mandate to exercise all the powers of the Company to allot and issue the Subscription Shares II, subject to and in accordance with the terms and conditions set out in the Subscription Agreement II; and
   3. any one director of the Company be and is hereby authorised to sign, execute, perfect and deliver all such documents and deeds, and do all acts, matters and things, as the case may be in his/her discretion consider desirable or expedient to give effect to the Subscription Agreement II and all the transactions contemplated thereunder (including the allotment and issue of the Subscription Shares II pursuant thereto) and to agree to such variation, amendment or waiver as are, in the opinion of such director of the Company, in the interest of the Company provided that such variation, amendment or waiver shall not be fundamentally different from the terms as provided in the Subscription Agreement II.''
3. ''THAT:
4. 1. the subscription agreement (the ''Subscription Agreement III'') dated 25 March 2021 (a copy of which has been produced to the meeting marked ''C'' and signed by the chairman of the meeting for the purpose of identification) and entered into by the Company as issuer and ZHU Tongxia as subscriber in relation to the subscription of 7,692,000 new shares of the Company (the ''Subscription Shares III'') at the subscription price of HK$2.60 per share and the transactions contemplated thereby be and are hereby approved;
   2. the directors of the Company be and are hereby granted a specific mandate to exercise all the powers of the Company to allot and issue the Subscription Shares III, subject to and in accordance with the terms and conditions set out in the Subscription Agreement III; and
   3. any one director of the Company be and is hereby authorised to sign, execute, perfect and deliver all such documents and deeds, and do all acts, matters and things, as the case may be in his/her discretion consider desirable or expedient to give effect to the Subscription Agreement III and all the transactions contemplated thereunder (including the allotment and issue of the Subscription Shares III pursuant thereto) and to agree to such variation,

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NOTICE OF EGM

amendment or waiver as are, in the opinion of such director of the Company, in the interest of the Company provided that such variation, amendment or waiver shall not be fundamentally different from the terms as provided in the Subscription Agreement III.''

1. ''THAT:
2. 1. the subscription agreement (the ''Subscription Agreement IV'') dated 25 March 2021 (a copy of which has been produced to the meeting marked ''D'' and signed by the chairman of the meeting for the purpose of identification) and entered into by the Company as issuer and MIAO Xianrui as subscriber in relation to the subscription of 3,846,000 new shares of the Company (the ''Subscription Shares IV'') at the subscription price of HK$2.60 per share and the transactions contemplated thereby be and are hereby approved;
   2. the directors of the Company be and are hereby granted a specific mandate to exercise all the powers of the Company to allot and issue the Subscription Shares IV, subject to and in accordance with the terms and conditions set out in the Subscription Agreement IV; and
   3. any one director of the Company be and is hereby authorised to sign, execute, perfect and deliver all such documents and deeds, and do all acts, matters and things, as the case may be in his/her discretion consider desirable or expedient to give effect to the Subscription Agreement IV and all the transactions contemplated thereunder (including the allotment and issue of the Subscription Shares IV pursuant thereto) and to agree to such variation, amendment or waiver as are, in the opinion of such director of the Company, in the interest of the Company provided that such variation, amendment or waiver shall not be fundamentally different from the terms as provided in the Subscription Agreement IV.''
3. ''THAT:
4. 1. the subscription agreement (the ''Subscription Agreement V'') dated 25 March 2021 (a copy of which has been produced to the meeting marked ''E'' and signed by the chairman of the meeting for the purpose of identification) and entered into by the Company as issuer and HAN Liang as subscriber in relation to the subscription of 1,923,000 new shares of the Company (the ''Subscription Shares V'') at the subscription price of HK$2.60 per share and the transactions contemplated thereby be and are hereby approved;
   2. the directors of the Company be and are hereby granted a specific mandate to exercise all the powers of the Company to allot and issue the Subscription Shares V, subject to and in accordance with the terms and conditions set out in the Subscription Agreement V; and

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NOTICE OF EGM

1. 1. any one director of the Company be and is hereby authorised to sign, execute, perfect and deliver all such documents and deeds, and do all acts, matters and things, as the case may be in his/her discretion consider desirable or expedient to give effect to the Subscription Agreement V and all the transactions contemplated thereunder (including the allotment and issue of the Subscription Shares V pursuant thereto) and to agree to such variation, amendment or waiver as are, in the opinion of such director of the Company, in the interest of the Company provided that such variation, amendment or waiver shall not be fundamentally different from the terms as provided in the Subscription Agreement V.''
2. ''THAT:
3. 1. subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of and permission to deal in the Subscription Shares, the grant of the specific mandate to the directors of the Company to allot and issue 28,845,000 new shares of the Company under the Subscription Agreements be and is hereby approved, and any one director of the Company be and is hereby authorised to do all such things and take all such actions as he may consider necessary or desirable to implement and/or give effect to any of the matters relating to or incidental to the allotment and issue of 28,845,000 new shares of the Company under Subscription Agreements.''
4. ''THAT Mr. Lai Wenjing be re-elected as an executive director of the Company.''

Yours faithfully,

By order of the Board

TATA Health International Holdings Limited

Yang Jun

Chairman

Hong Kong, 28 April 2021

Registered Office:

Clifton House

75 Fort Street

PO Box 1350

Grand Cayman KY1-1108

Cayman Islands

Principal place of business:

Flat F-J, 11th Floor

Block 2, Kwai Tak Industrial Centre

15-33 Kwai Tak Street

Kwai Chung

New Territories

Hong Kong

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NOTICE OF EGM

Notes:

1. Any shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company. A shareholder who is the holder of two or more Shares of the Company may appoint more than one proxy to represent him to attend and vote on his behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of Shares in respect of which each such proxy is so appointed.
2. In order to be valid, a form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, must be deposited at the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for the holding of the EGM (i.e. at or before 11 : 00 am on 11 May 2021 (Hong Kong time)) or any adjournment thereof. Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the EGM and, in such event, the term of proxy shall be deemed to be revoked.
3. All times and dates specified herein refer to Hong Kong local times and dates.

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

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