09:46     QUALITY HEALTH<00593> - Announcement & Resumption (4)               

    Accepting Shareholders may accept the Offer in excess of their            
    Assured Entitlement and the number of Shares which the Company            
    may repurchase under the Excess Tender may increase if certain            
    Qualifying Shareholders do not accept the Offer or accept the             
    Offer in respect of Shares fewer than their Assured Entitlement.          
                                                                              
    If Accepting Shareholders in aggregate accept the Offer for more          
    than the Maximum Number, the number of Shares to be repurchased           
    by the Company under the Excess Tenders will be scaled down on            
    a pro rata basis.                                                         
                                                                              
    OVERSEAS AND EXCLUDED SHAREHOLDERS                                        
                                                                              
    In order to address concerns regarding the implications under             
    overseas securities laws for making the Offer to Overseas                 
    Shareholders (including illegality, filing and registration               
    requirements or the need for compliance with other requirements),         
    the Offer will not be open to the Excluded Shareholders whose             
    registered address is located in certain jurisdiction subject             
    to the Executive's consent. A copy of the Offer Document will             
    be sent to the Shareholders in accordance with the bye-laws of            
    the Company and if sent to the Excluded Shareholders shall be             
    solely for the purpose of attending and voting at the SGM. Despite        
    the fact that Excluded Shareholders may not participate in the            
    Offer, all Independent Shareholders are entitled to attend and            
    vote at the SGM. An application will be made, in advance before           
    the Offer Document is despatched to the Shareholders, to the              
    Executive under Rule 8 of the Repurchase Code for consent if              
    any Excluded Shareholder has then been identified. No Excluded            
    Shareholders have been identified as at the date of this                  
    announcement.                                                             
                                                                              
    It is the responsibility of each Overseas Shareholder who wishes          
    to accept the Offer to satisfy himself as to the full observance          
    of the laws of the relevant jurisdictions in that connection,             
    including the obtaining of any governmental or other consent              
    which may be required or the compliance with other necessary              
    formalities or legal requirements.                                        
                                                                              
    The Company shall give notice of any matter in relation to the            
    Offer to the Shareholders in accordance with its bye-laws and             
    if so given it shall be deemed to have been sufficient for all            
    effective purposes, despite any failure by any Overseas                   
    Shareholder to receive the same.                                          
                                                                              
    NOMINEE REGISTRATION OF SHARES                                            
                                                                              
    To ensure equality of treatment of Shareholders, those                    
    registered holders of Shares holding such Shares as nominees              
    for more than one beneficial owner should, as far as practicable,         
    treat the holdings of each beneficial owner separately. In order          
    for beneficial owners of Shares, whose investments are                    
    registered in nominee names, to accept the Offer, it is essential         
    that they direct their nominee agents with instructions with              
    regard to the Offer.                                                      
                                                                              
    WHITEWASH WAIVER                                                          
                                                                              
    Wah Cheong directly holds 64,373,594 Shares, representing                 
    approximately 29.71% of the entire issued share capital of the            
    Company as at the date of this announcement.                              
                                                                              
    Since Wah Cheong has irrevocably undertaken to the Company that           
    it will not accept the Offer in respect of any of its holdings            
    in the Shares, as a result, the interest of Wah Cheong in the             
    issued share capital of the Company may increase to a maximum             
    level of approximately 33.01%, depending on the level of                  
    acceptances received from the Accepting Shareholders pursuant             
    to the Offer.